EXHIBIT 10.1

                                                 YOUR NAME:   __________________


                    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.
2004 Employee Stock Incentive Plan (the "Plan").

GRANT DATE:                                 ____________________________________

MARKET PRICE ON GRANT DATE:                 $ __________ PER SHARE

TOTAL NUMBER OF SHARES OF STOCK AWARD:      ____________________________________

VESTING DATE:                               ____________________________________

Additional  Terms and Conditions  describes  withholding of taxes on your award,
transferability  of your  award,  what  happens if you cease to be  employed  by
CryoLife before 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  Form 10-K (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.                               GRANTEE:

By: ____________________________________     ___________________________________

Name: __________________________________     Print Your Name: __________________

Its: ___________________________________     Social Security Number: ___________

Date: __________________________________     Your Residential Address:
                                             ___________________________________

                                             ___________________________________

                                             ___________________________________

                                             Date: _____________________________






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         ADDITIONAL TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK AWARD



EFFECT OF TERMINATION OF EMPLOYMENT.  You must be employed by CryoLife or one of
its Subsidiaries or Affiliates on the applicable  vesting date to be entitled to
the vesting of your Stock Award on such date. If you cease to be employed by any
of CryoLife, its Subsidiaries or Affiliates for any reason, (including,  without
limitation,  by reason of death, disability or retirement),  then the portion of
your  Stock  Award  which  has  not  vested  as of the  date of  termination  of
employment shall automatically be forfeited and cancelled as of the date of such
termination of employment.

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 by  CryoLife  until the Stock  Award is  vested  or  forfeited  as
provided  herein.  Upon vesting of your Stock  Award,  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.

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 will 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 Grant Date.

WITHHOLDING. Whenever CryoLife proposes, or is required, to distribute shares to
you or pay you  dividends  with  respect to the  unvested  portion of your Stock
Award,  CryoLife  may  either:  (a)  require  you to pay to  Cryolife  an amount
sufficient  to  satisfy  any local,  state,  Federal  and  foreign  income  tax,
employment tax and insurance  withholding  requirements prior to the delivery of
any payment or Stock  certificate  owing to you pursuant to the Stock Award; or,
in its  discretion,  (b) reduce the number of shares to be  delivered  to you by
that number of shares of the Stock Award  sufficient to satisfy all or a portion
of such tax  withholding  requirements,  based on the fair  market  value of the
Stock Award as determined under the Plan.

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,  or (iii) sent by an internationally
recognized courier which maintains evidence of delivery and receipt. 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:  Suzanne K. Gabbert

                  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


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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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