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

Stockholder Approval of the CryoLife, Inc. 2009 Employee Stock Incentive Plan

On May 19, 2009, the stockholders of CryoLife, Inc. ("CryoLife" or the "Company") approved the Company's 2009 Employee Stock Incentive Plan (the "Plan"). The Board of Directors of the Company (the "Board"), upon recommendation of the Compensation Committee of the Board, had previously adopted the Plan on February 17, 2009, subject to stockholder approval.

The description of the terms and conditions of the Plan is incorporated herein by reference to the description of the Plan contained in CryoLife's Definitive Proxy Statement filed on April 7, 2009.

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