Cyberonics, Inc. Summary of Non-Employee Director Compensation as of June 24, 2008

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Summary

Cyberonics, Inc. outlines the compensation for its non-employee directors as of June 24, 2008. Directors receive annual cash retainers, additional fees for committee service and chair positions, meeting attendance fees, and an optional Blackberry device. They also receive restricted stock awards, with the number of shares based on a set dollar value and vesting over four years. The Non-Executive Chairman receives higher compensation. This summary details the structure and amounts of compensation for board service.

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EX-10.83 7 form10_83.htm SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION AS OF JUNE 24, 2008 form10_83.htm
Exhibit 10.83


Cyberonics, Inc.
Summary of Non-Employee Director Compensation
as of June 24, 2008


Retainer/Fees
 
Each non-employee director receives the following compensation:
 
·  
an annual cash retainer of $25,000 per year, plus an additional $75,000 for the Non-Executive Chairman of our Board of Directors (“Board”), Mr. Morrison;
 
·  
additional cash retainer of $6,000 per year for each member of the Audit Committee, plus an additional $5,000 per year for the chairperson of the Audit Committee;
 
·  
additional cash retainer of $4,000 per year for each member of the Compensation Committee, the Nominating and Governance Committee and the Special Litigation Committee, plus an additional $1,000 per year for the chairpersons of such committees;
 
·  
Board meeting attendance fees of $1,500 (in-person) and $500 (telephonic) and committee meeting attendance fees of $1,000 (in-person) and $500 (telephonic); and
 
·  
optional Blackberry wireless device valued at approximately $1,800.
 
Equity-Based Compensation
 
Each non-employee director receives an award of restricted shares of our common stock, the number of shares being determined by dividing $75,000 ($100,000 in the case of the Non-Executive Chairman of our Board) by the most recent closing price of our common stock at the time of the grant.  Twenty-five percent of the restricted shares vest on each of the first four anniversaries of the grant date.