Exhibit 10.2


FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT


This First Amendment to
Employment Agreement (the “Amendment”) dated as of the 4th day of May, 2006
(the “Effective Date”), is by and between CryoLife, Inc., a Florida corporation
(“CryoLife”) and D. Ashley Lee (the “Employee”).


WITNESSETH:


WHEREAS, CryoLife and Employee
are party to an Employment Agreement dated September 5, 2005 (the “Agreement”)
which they desire to amend in certain particulars.


NOW, THEREFORE, in consideration
of the premises, employee’s continued employment by CryoLife, the promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby amend the
Agreement by removing Exhibit A to the Agreement in its entirety and
replacing it with the Exhibit A attached to this Amendment.


IN WITNESS WHEREOF, the Employee
has hereunder set the Employee’s hand and, pursuant to the authorization from
its Board, CryoLife has caused these presents to be executed in its name on its
behalf, all as of the day and year first above written.


	
  

  	
   

  
	
  

  	
  D. Ashley Lee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CRYOLIFE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steven G. Anderson

  
	
   

  	
   

  	
  Chairman, President and CEO

  



 









 



Exhibit A


Duties and
Responsibilities of D. Ashley Lee:


All
duties of Executive
Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
and duties not inconsistent with such duties that are assigned by the
President.


Compensation:


Salary of $340,000 and
bonus set by the Compensation Committee. 
Salary & Bonus subject to yearly review by the Compensation
Committee of the Board of Directors.


Options:


Long-term incentive
options under the 2004 Employee Stock Incentive Plan (the “Plan”) to purchase
250,000 shares of CryoLife’s common stock to be granted to Employee on May
4,  2006. The options will be governed by
the Plan and a separate option or option grant agreement (either, the “Option
Agreement”). The Option Agreement will provide in part that the options will
become exercisable subject to Employee remaining continuously employed by
CryoLife as follows: 50,000 shares will become subject to exercise on the first
anniversary of the option grant and 50,000 more shares will become subject to
exercise on each subsequent anniversary thereof until all 250,000 shares (100%
of the option) is subject  to exercise
(on the fifth anniversary, assuming continuous employment). The option will
have a term of 66 months but the option may terminate earlier as stated in the option
document. The right to exercise  will
accelerate for all shares subject to the Option Agreement if, during the Employment Period and during
Employee’s continuous employment, (i) CryoLife terminates the Employee’s
employment other than for Cause, Death or Disability, or (ii) Employee
becomes entitled to receive a Retention Payment 
under Section 4.


Vacation and
Employee Benefits:


See attached
CryoLife vacation plan, standard CryoLife medical plan and contributory


401K plan.


CryoLife Business:


The development, marketing, sale and distribution of tissue
preservation services and biomedical and medical products including cardiac, vascular or
orthopedic tissue processing business and biological glues.