THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) made
and entered into effective as of this 13th day of July, 2010 (the “Effective Date”), is by and between
Cyberonics, Inc. , a Delaware corporation (the “Company”), and Daniel J. Moore (the “Executive”).
WHEREAS, Executive is a key employee of the Company; and
WHEREAS, the Company and Executive previously entered into an Employment Agreement, as
amended (the “Agreement”) in order to encourage Executive’s attention and dedication to the Company as a
member of the Company’s management, in the best interests of the Company and its shareholder;
WHEREAS, the Agreement remains in full force and effect as of this date;
WHEREAS, the Company and Executive desire to amend the terms and conditions of the Agreement so
as to bring those terms and conditions into documentary compliance with the final Treasury Regulations under
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and to continue Executive’s
employment with the Company upon those amended terms and conditions.
THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Executive agree to modify the Agreement as follows:
IN WITNESS WHEREOF, Company and Executive have caused this Amendment to be executed by
their duly authorized representative as of the date and year set forth above.
1. Section 14(e)(i) shall be amended to replace the last sentence with the following:
Subject to the holdback and interest provisions of Section 26, such payment shall be made on the
sixtieth (60 th ) day following Executive’s Separation from Service provided that the Release required
under Section 14(f) has become effective during such sixty (60)-day period following any applicable
2. Except as expressly modified by this Amendment, the provisions of the Agreement remain unc