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

Change of Control Agreements with Albert E. Heacox, Ph.D. and David M. Fronk

On May 5, 2009, CryoLife, Inc. ("CryoLife" or the "Company") entered into change of control agreements (the "Agreements") with each of Albert E. Heacox, Ph.D., the Company's Senior Vice President of Research and Development, and David M. Fronk, the Company's Vice President of Regulatory Affairs and Quality Assurance. Each Agreement provides that the Company will pay to the respective officer 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 Agreements with Dr. Heacox and Mr. Fronk are identical in substance, the material terms of which are as follows:

· The initial term of each 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 the officer 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 one times the aggregate of the officer'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 Agreements 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 Agreements.

· The Agreements are not employment agreements and the parties acknowledge that the respective officer's employment is "at will."

· Each officer 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 respective 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 the officer 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 respective Agreement and for a period of one year following the termination of the Agreement.

Dr. Heacox's and Mr. Fronk's employment agreements with the Company expired in accordance with their terms effective May 4, 2009.

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