EX-10.2



 Exhibit 10.2 
 FISCAL YEAR          
 BONUS
AGREEMENT 
 UNDER THE 
 2007 EXECUTIVE INCENTIVE PLAN 
 This CRYOLIFE, INC. FISCAL YEAR
         EXECUTIVE INCENTIVE PLAN BONUS AGREEMENT (this “Agreement”) was adopted by the Plan Committee pursuant to the CryoLife, Inc. (the “Company”) 2007 Executive
Incentive Plan (the “Plan”) (a copy of which is attached as Exhibit 1) and agreed to by the Company and
                             (“Executive”) effective
            ,         . This Agreement is effective for the fiscal year ending December 31,         
(the “Plan Year”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Plan. 
 1. Calculation of Bonus. Subject to the further adjustments, limitations and additions provided for in the Plan and this Agreement, Executive’s bonus for the
         fiscal year shall be computed as set forth on Exhibit 2 attached hereto. 
 2. Term of Agreement. This Agreement shall be effective only for the Plan Year (i.e., the fiscal year ending December 31,         ).

 3. No Employment Arrangement Implied. Nothing in this Agreement or the Plan shall imply any right of Employment
for Executive, and except as set forth in Section 10 of the Plan with respect to a Change of Control or as otherwise determined by the Committee, in its discretion, or contained in any other agreement between Executive and the Company, which
shall not be affected hereby, if Executive is terminated, voluntarily or involuntarily, with or without cause, prior to the end of the Plan Year, Executive shall not be entitled to any bonus for the Plan Year regardless of whether or not such bonus
had been or would have been earned in whole or in part, but any unpaid bonus earned with respect to a prior fiscal year shall not be affected. 
 4. Plan Provisions shall Govern. This Agreement is subject to and governed by the Plan and in the case of any conflict between the terms of this Agreement and the contents of the Plan, the
terms of the Plan will control. 
 5. Governing Law. The interpretation, construction and performance of this
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Georgia without regard to the principle of conflict of laws. 
 6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

 7. Severability. Provided the other provisions of this Agreement do not frustrate the purpose and intent of the
law, in the event that any portion of this Agreement shall be determined to be invalid or unenforceable to any extent, the same shall to that extent be deemed severable from this Agreement, and the invalidity or unenforceability thereof shall not
affect the validity and enforceability of the remaining portion of this Agreement. 
 8. Amendment and Termination.
The Company may amend this Agreement, at any time prior to the payment of the bonus, without the approval of Executive. Notwithstanding anything to the contrary contained in this Agreement, the Company may terminate this Agreement at any time
prior to the payment of the bonus and Executive shall not be entitled to any bonus under this Agreement for the Plan Year regardless of when this Agreement is terminated. 

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

									
	CRYOLIFE, INC.	 		 		 	EXECUTIVE
					
	By:	 	  
	 		 		 	  

					
	Title:	 	  
	 		 		 	  



  
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 EXHIBIT 1 

“PLAN” 

  
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 EXHIBIT 2 

 
  
 Executive may earn an additional percentage of Executive’s base salary based on three components: (i) the Company attaining specified adjusted revenue targets; (ii) the Company attaining
specified adjusted net income targets and (iii) the Executive’s personal performance review. Executive’s target bonus of     % is based on the achievement of     % of target in each of the three
components (    % for Adjusted Revenues,     % for Adjusted Net Income,     % for Personal Performance). 
 No bonus is payable in a given category if the specified minimum set forth below in that category is not obtained. Subject to the provisions of the Plan and the discretion of the Committee, all bonuses
will be paid in cash. Details regarding bonus calculation are set forth below, with the     % target level bolded for ease of reference (data points shown in the tables, other than the minimum and maximum levels, are
representative only, and a pro rata portion of the bonus shall be earned for performance achieved that falls between the data points shown): 
  

																																													
	 Adjusted Revenues*
	 
	 Adjusted Revenue* Target (in thousands)
	  	$
  
  
	        
 Minimum
 Level
	  
   

  
	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  
												
	 Bonus Payable
	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  

  

	*	Adjusted Revenues are fiscal          Company revenues from (i) cardiac and vascular allograft tissue processing,
(ii) BioGlue, BioFoam and related product sales, (iii) PerClot sales, (iv) Cardiogenesis sales and (v) HeRO sales. 


  
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	 Adjusted Net Income*
	 
	 Adjusted Net Income* Target (in thousands)
	  	$
  
  
	        
 Minimum
 Level
	  
   

  
	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  
												
	 Bonus Payable
	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  	  	$	        	  

  

	*	Adjusted Net Income is GAAP net income for         , exclusive of interest expense, interest income, stock compensation
expense (other than stock compensation expense related to the bonus plan), R&D expense (excluding salaries and related expenses), other income and expense, income taxes, grant revenue, charges related to acquisitions/license/business
development/integration, and litigation costs. 

  

									
	 Personal Performance
	 
	 Personal Performance Rating
	  	 
  
	Does Not
 Meet
	  
   
	  	 
  
	Meets or

Exceeds
	  
   

			
	 Bonus Payable
	  	$	0	  	  	$	        	  


  
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