Second Amendment to Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan
This amendment, effective March 21, 2001, modifies the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan. It clarifies that, without shareholder approval, no stock options can be granted below the fair market value of the shares on the grant date, and the company cannot reduce the exercise price of existing options or implement an option exchange program. All other terms of the plan remain unchanged.
Exhibit 10.12
SECOND AMENDMENT TO THE
CYBERONICS, INC. AMENDED AND RESTATED
1996 STOCK OPTION PLAN
WHEREAS, there is reserved to the Board of Directors (“Board”) of Cyberonics, Inc. in Section 14 of the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan (the “Plan”) the right to amend the Plan, subject to certain restrictions set forth therein; and
WHEREAS, the Board deems it advisable to amend the Plan in the manner hereafter set forth;
NOW, THEREFORE, Section 9(a) of the Plan is hereby amended effective as of March 21, 2001, to read as follows:
Without stockholder approval, (i) no Option shall be granted with an exercise price per share that is less than 100% of the Fair Market Value of a Share on the date of grant and (ii) neither the Company, the Board nor the Committee shall institute the Option Exchange Program or reduce the exercise price of any outstanding Option; however, this provision shall not prevent adjustments pursuant to Section 12(a).
Except as amended and modified hereby, the Plan shall continue in full force and effect and the Plan and this amendment shall be read, take and construed as one and the same instrument.
