Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Change of Control Agreement with Gerald Seery

On November 2, 2008, CryoLife, Inc. ("CryoLife" or the "Company") entered into a change of control agreement (the "Agreement") with Gerald Seery, the Company's Senior Vice President of Sales and Marketing. The Agreement provides that the Company will pay to Mr. Seery a severance payment if he is terminated by the Company without cause or terminates his own employment for good reason during a period extending from six months before to two years after a change of control of the Company.

The material terms of the Agreement are as follows:

· The initial term of the Agreement ends September 1, 2011 and renews on September 1, 2011 and every three-year anniversary thereafter, for an additional three-year term, unless the Company gives notice to Mr. Seery at least thirty days prior to the end of the then-current term that the Agreement shall not be extended.

· The severance payment is an amount equal to two times the aggregate of Mr. Seery's base salary as of the date of termination and bonus compensation for the year in which the termination of employment occurs (or if the bonus for that year has not yet been awarded, the most recently awarded bonus compensation).

· Change of control as defined in the Agreement means a change in the ownership of the Company, a change in the effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as further defined within the Agreement.

· The Agreement is not an employment agreement and both parties acknowledge that Mr. Seery's employment is "at will."

· Mr. Seery agrees not to solicit any actual or prospective customers of CryoLife with whom he has had contact for a competing business or to solicit employees of CryoLife to leave the Company and join a competing business during the term of the Agreement and for a period of one year following the termination of the Agreement.

· The Company is not required to make the severance payment and Mr. Seery is required to repay any portion of the severance payment already received if he solicits customers or employees of CryoLife during the term of the Agreement and for a period of one year following the termination of the Agreement.

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