First Amendment to Award Agreement



 Exhibit 10.2 
 CRYOLIFE, INC. 
 2004 EMPLOYEE STOCK INCENTIVE PLAN 

FIRST AMENDMENT TO 
 AWARD AGREEMENT 
 THIS FIRST AMENDMENT TO AWARD AGREEMENT (this
“Amendment”) is entered into as of the 24th day of May, 2011 by and between CryoLife, Inc., a Florida corporation (the “Company”) and D. Ashley Lee (“Employee”). 

WITNESSETH 
 WHEREAS, the Company and Employee entered into that certain Award Agreement dated as of May 4, 2006 (the “Award Agreement”) pursuant to the 2004 Employee Stock Incentive Plan (the
“Plan”); 
 WHEREAS, Subsection 2.4(d) of the Plan, as amended, states that, if the Award Agreement so provides, the
Exercise Price may be paid via a cashless net exercise in which the optionee provides notice of intent to exercise and the Company withholds shares in order to pay the exercise price; and 

WHEREAS, the addition of a net exercise feature to an option represents a modification, thereby effectively creating the grant of a new
option, and, accordingly, any option that is subject to this Award Agreement that is an incentive stock option may lose its status as such as a result of this Amendment; 
 NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other valuable consideration, the receipt of which is hereby acknowledged, the Company and Employee
hereby agree as follows: 
 1. The Award Agreement shall be amended so that Paragraph 3 and Paragraph 11 are deleted in their
entirety and replaced with the following: 
 3. Method of Exercise. The option shall be exercised by written notice directed to
the Company, at the Company’s principal executive office, and except as set forth below, must be accompanied by payment of the option price for the number of Option Shares purchased in accordance with the Plan’s requirements. The Option
Exercise Price for the number of Option Shares purchased may be payable in cash or by tendering (by actual delivery of shares) shares of the Company’s common stock in accordance with the Plan. To the extent permitted by applicable law, you may
elect to pay the Option Exercise Price for the number of Option Shares purchased by irrevocably authorizing a third party to sell shares of the Company’s common stock acquired upon exercise of the Option Shares and remitting to the Company a
sufficient portion of the sale 







 
proceeds as payment of the entire Option Exercise Price for the number of Option Shares purchased, including any tax withholding resulting from such exercise. You may also elect to make payment
of the Option Exercise Price via a cashless net exercise by providing notice to the Company of your intent to do. If you choose this method of payment, the Company will withhold shares that would otherwise be delivered to you upon exercise in order
to pay the Option Exercise Price and any tax withholding resulting from such exercise. The Company shall make delivery of such shares in accordance with the Plan provided that if any law or regulation requires the Company to take any action with
respect to the shares specified in such notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. 

11. Payment: Except as set forth below, the Option Exercise Price shall be paid in cash in U.S. Dollars at the time the Option is
exercised or in shares of Common Stock of the Company held by the employee for at least six months and having an aggregate value equal to the Option Exercise Price. If the Option Exercise Price is paid by transfer of shares of Common Stock of the
Company then the value of such shares will be the fair market value as of the day the shares are tendered, which is the closing sale price of the Stock on that day on the New York Stock Exchange. The Option Exercise Price may be paid by a
combination of cash and Common Stock. Notwithstanding the foregoing, to the extent permitted by applicable law, Employee may elect to pay the Option Exercise Price by authorizing a third party to sell shares of stock (or a sufficient portion of the
shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Exercise Price and any tax withholding resulting from such exercise. Employee may also elect to make payment of
the Option Exercise Price via a cashless net exercise by providing notice to the Company of the intent to do. If Employee chooses this method of payment, the Company will withhold shares that would otherwise be delivered to Employee upon exercise in
order to pay the Option Exercise Price and any tax withholding resulting from such exercise. The value of such shares will be the fair market value as of the day the option is exercised, which is the closing sale price of the Stock on that day on
the New York Stock Exchange, and having an aggregate fair market value equal to the aggregate Option Exercise Price. 
 2. All
other terms and conditions of the Award Agreement shall remain in full force and effect as therein contained. 
 [Signatures on
Following Page] 

  
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 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly
authorized officer of the Company and Employee has executed this agreement as of the day and year first written above. 
  

							
	CRYOLIFE, INC.	 		 	EMPLOYEE
				
	By:	 	 /s/ Steven G. Anderson
	 		 	 /s/ D. Ashley Lee

	Name:	 	Steven G. Anderson	 		 	D. Ashley Lee
	Title:	 	President and CEO	 		 	
			
	Date: 5/24/11	 		 	Date: 5/24/11


  
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