CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement (the "Agreement") is made and entered into effective as of May 8, 1995 (the
"Effective Date"), by and between William H. Duffell, Jr. ("Employee") and Cyberonics, Inc. (the "Company").
R E C I T A L S
A. It is expected that the Company may from time to time consider the possibility of an acquisition by another
company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Employee and can cause the Employee to consider alternative
employment opportunities. The Board has determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication and objectivity of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.
B. The Board believes that it is in the best interests of the Company and its stockholders to provide the Employee
with an incentive to continue his employment and to motivate the Employee to maximize the value of the
Company upon a Change of Control for the benefit of its stockholders.
In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of
Employee by the Company, the parties agree as follows:
1. Cash Bonus.
(a) In the event of a Change of Control (as defined below) occurring within twelve (12) months of the Effective
Date of this Agreement, as long as the Employee has maintained continuous employment with the Company
during the period from the Effective Date through the date of closing of an event which constitutes a Change of
Control hereunder (the "Closing Date"), and regardless of whether the Employee is terminated by the Company
or its successor, or terminates his or her employment with the Company following such Change in Control, such
Employee shall be entitled to receive a lump sum payment (the "Bonus") equal to