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

On November 3, 2009, CryoLife, Inc. (the "Company") and Steven G. Anderson, the Company's Chairman of the Board of Directors, President and Chief Executive Officer, amended Mr. Anderson's Second Amended and Restated Employment Agreement (the "Agreement"). The amendments (i) extended the term of the Agreement from December 31, 2010 to December 31, 2012, (ii) increased Mr. Anderson's annual vacation days from 20 days to 30 days, (iii) clarified that Mr. Anderson may terminate the Agreement due to disability and receive his full severance payment and (iv) increased from $25,000 to $30,000 the maximum annual insurance premium payable by the Company with respect to medical benefits for Mr. Anderson and his spouse following termination of Mr. Anderson's employment. In addition, on November 3, 2009, in consideration of the amendments to the Agreement, Mr. Anderson agreed to waive the 2010 cost of living increase to his annual salary that is provided for by the Agreement.

The other material terms of the Agreement remain unchanged. A description of these terms is contained in the Company's Current Report on Form 8-K filed August 1, 2007, which is incorporated by reference herein.

The Company's Board of Directors currently intends to further amend the Agreement in December 2009 in order to comply with a provision that requires the Company to amend the Agreement, as soon as practicable after November 3, 2009, to remove Section 9(b) of the Agreement, as well as a similar provision in the Company's Bylaws. Section 9(b) of the Agreement provides that any severance payments made to Mr. Anderson will be limited to the equivalent of his salary paid during the last three completed fiscal years, including bonuses and guaranteed benefits, and that any gross-up payment made to Mr. Anderson will be reduced in order to comply with this provision.

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