THIS AGREEMENT (“Agreement”) is made as of the 16 th day of May, 2007 (“Effective Date”), by and
between Cyberonics, Inc. (“Company”), a Delaware corporation, with a principal place of business at 100
Cyberonics Blvd., Houston, Texas 77058, and BK Consulting (“Consultant”), a sole proprietorship with offices
at 2006 Orchard Country, Houston, Texas 77062.
1. Services . Consultant shall provide technology development services for the Company, including, but not
limited to, participating in product development and improvement projects, advising the Company in connection
with its intellectual property strategy, assisting the Company with the development of strategic relationships with
key clinical researchers and other selected entities, and providing such other services as may be agreed between
Consultant and the Company (collectively, the “Services”). In providing the Services, Consultant shall report to
the Company’s Chief Executive Officer or his designee (the “Coordinator”).
2. Compensation .
(a) Fees . In exchange for the performance by Consultant of the Services, the Company shall pay
Consultant at the rate of $60,000 per annum, payable monthly in arrears. The Company shall pay Consultant’s
compensation in accordance with the Company’s standard payroll policies for an independent contractor and in
accordance with any applicable law or regulation of any governmental body. Consultant agrees to submit a
properly completed IRS Form W-9.
(b) Reimbursed Expenses . The Company will reimburse Consultant for reasonable and necessary
expenses, including travel expenses, incurred in the actual performance of the Services, provided that the
Coordinator has authorized such expenses in advance of the expenditure and provided that Consultant submits
legible copies of receipts for authorized expenses.
3. Confidential Information . Consultant acknowledges that in connection with this Agreement and the