Form of Restricted Stock Award Agmt.


    EXHIBIT
      10.1

     

     

    
      	
              Your
                Name:
                

            	
            
	
              Total
                No. of Shares: 

            	
              2,500

            


    

    


    CRYOLIFE
      RESTRICTED STOCK AWARD AGREEMENT

    


    CRYOLIFE,
      INC.
      (“CryoLife”) is pleased to grant you the restricted stock award described below
      (“Stock Award”). This grant is made subject to the further terms and conditions
      set forth in this Agreement and the terms of the CryoLife, Inc. 2002 Stock
      Incentive Plan (the “Plan”). 

    


    
      	
              Effective
                Date:

            	
              August
                7, 2006

            
	
              Total
                Number of Shares of Stock Award:

            	
              2,500

            
	
              Vesting:

            	
              Vesting
                occurs at the rate of 1/12 of the Stock

            
	 	
              Award
                on the seventh of each month for a period 

            
	 	
              of
                twelve months from the Effective Date, with the
                

            
	 	
              first
                vesting date occurring on September 7, 2006 and
                

            
	 	
              the
                final vesting date occurring on August 7,
                2007.

            


    

    


    


    The
      following documents accompany this Award Agreement:

    


    Additional
      Terms and Conditions of Your Restricted Stock Award
      describes transferability of your award, what happens if you cease to be a
      member of the CryoLife Board of Directors (the “Board of Directors” or “Board”)
      before all or a portion of your Stock Award vests, where to send notices and
      other matters.

    


    The
      Plan
      contains
      the detailed terms that govern your Stock Award. If
      anything in this Agreement or the other attachments is inconsistent with the
      Plan, the terms of the Plan, as amended from time to time, will control.


    


    The
      Plan Prospectus Document
      covering
      the Stock Award contains important information, including federal income tax
      consequences.

    


    2005
      Annual Report of CryoLife (not
      attached if you previously received the 2005 Annual Report).

    


    Please
      sign below to show that you accept this Stock Award after review of the above
      documents. Keep a copy and return both originals to Suzanne K. Gabbert,
      CryoLife, Inc., 1655 Roberts Blvd., NW, Kennesaw, GA
      30144.

    


    
      	
              CRYOLIFE,
                INC.

            	 	
              GRANTEE:

            	 
	 	 	 	 
	
              By: 
                _______________________________________________

            	 	
            
	
              Name: 
                _____________________________________________

            	 	
              Print
                Your Name: 

            	 __________________________________
	
              Its: 
                _______________________________________________

            	 	
              Date:
                

            	 __________________________________
	
              Date: 
                _____________________________________________

            	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ADDITIONAL
      TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK AWARD

    


    


    EFFECT
      OF TERMINATION OF SERVICE.
      You
      must
      be a member of the CryoLife Board of Directors on the applicable vesting date
      to
      be entitled to the vesting of your Stock Award on such date. If you cease to
      be
      a member of the CryoLife Board of Directors (including, without limitation,
      by
      reason of death, disability or retirement from the Board), then the portion
      of
      your Stock Award which has not vested as of the date of termination of Board
      service shall automatically be forfeited and cancelled as of the date of such
      termination of Board service.

    


    STOCK
      AWARD SHARE CERTIFICATES.
      Certificates representing the shares of Common Stock to be issued pursuant
      to
      the Stock Award shall be issued in your name and shall be held in by CryoLife
      until the Stock Award is vested or forfeited as provided herein. Following
      vesting of your Stock Award, upon your written request, CryoLife shall promptly
      deliver to you a certificate or certificates representing the shares as to
      which
      the Stock Award has vested, free of the restrictions described in the following
      section. Your rights in your Stock Award are contingent upon your executing
      and
      returning to the Company a form of stock power with respect to the shares
      subject to your Stock Award.

    


    RIGHTS
      WITH RESPECT TO STOCK AWARD PRIOR TO VESTING.
      You may
      not transfer your Stock Award or the shares to be issued hereunder prior to
      vesting. Once this Stock Award vests, you may receive transferable certificates
      representing the vested portion. Prior to vesting, you are entitled to all
      other
      rights as a shareholder with respect to the shares underlying the Stock Award,
      including the right to vote such shares and to receive dividends and other
      distributions, if any, payable with respect to such shares after the date of
      grant. 

    


    NOTICES.
      All
      notices delivered pursuant to this Agreement shall be in writing and shall
      be
      (i) delivered by hand, (ii) mailed by United States certified mail, return
      receipt requested, postage prepaid, (iii) sent by an internationally recognized
      courier which maintains evidence of delivery and receipt, (iv) sent by fax
      to
      (770) 590-3754 , or (v) sent by email to gabbert.suzanne@cryolife.com. All
      notices or other communications shall be directed to the following addresses
      (or
      to such other addresses as such parties may designate by notice to the other
      parties):

    


    
      	
              To
                CryoLife:

            	
              CryoLife,
                Inc.

            
	 	
              1655
                Roberts Blvd., NW 

            
	 	
              Kennesaw,
                GA 30144

            
	 	
              Attention:
                Secretary

            
	 	 
	
              To
                you:

            	
              The
                address set forth in the Agreement

            


    

    


    MISCELLANEOUS.
      Failure
      by you or CryoLife at any time or times to require performance by the other
      of
      any provisions in your Restricted Stock Award Agreement (“Agreement”) will not
      affect the right to enforce those provisions. Any waiver by you or CryoLife
      of
      any condition or of any breach of any term or provision in this Agreement,
      whether by conduct or otherwise, in any one or more instances, shall apply
      only
      to that instance and will not be deemed to waive conditions or breaches in
      the
      future. If any court of competent jurisdiction holds that any term or provision
      of this Agreement is invalid or unenforceable, the remaining terms and
      provisions will continue in full force and effect, and this Agreement shall
      be
      deemed to be amended automatically to exclude the offending provision. This
      Agreement may be executed in multiple copies and each executed copy shall be
      an
      original of this Agreement. This
      Agreement shall be subject to and governed by the laws of the State of
      Georgia. No
      change
      or modification of this Agreement shall be valid unless it is in writing and
      signed by the party against which enforcement is sought, except where
      specifically provided to the contrary herein. This
      Agreement shall be binding upon, and inure to the benefit of, the permitted
      successors, assigns, heirs, executors and legal representatives of the parties
      hereto. The
      headings of each section of this Agreement are for convenience only. This
      Agreement, together with the Plan, contains the entire Agreement of the parties
      hereto, and no representation, inducement, promise, or agreement or other
      similar understanding between the parties not embodied herein shall be of any
      force or effect, and no party will be liable or bound in any manner for any
      warranty, representation, or covenant except as specifically set forth herein
      or
      in the Plan.

     

     

    
      
        
        

      

      
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