UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

       

CURRENT  REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE  

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   November 17 , 2015

________________________

CRYOLIFE, INC.  

(Exact name of registrant as specified in its charter)
_________________________  

   

 

 

 

Florida 

1-13165

59-2417093

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

   

1655 Roberts Boulevard, N.W.,  Kennesaw,  Georgia  30144
(Address of principal executive office) (zip code)

Registrant's telephone number, including area code: (770) 419-3355

_____________________________________________________________

(Former name or former address, if changed since last report)

_________________________  

   

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction   A.2. below):

   

☐ Written communications pursuant to Rule 425 under the Securities Act (17   CFR   230.425)

   

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17   CFR   240.14a-12)

   

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Section 5

Corporate Governance & Management

 

   

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

   

(a) On November 17 , 2015 ,   the Board of Directors of CryoLife, Inc. (the “Company”) approved amendments ( collectively the “Amendments,” individually, the “Articles Amendment” and the “Bylaws Amendment”), each effective as of January 1, 2016, to the Amended and Restated Articles of Incorporation and the Bylaws of the Company.

 

The Articles Amendment makes certain changes to the Comp any’s Articles of Incorporation   currently in effect to (i) reflect certain changes in Florida corporate law and (ii) to remove references to our currently authorized Series A Preferred Stock which is being eliminated .

 

The Bylaws Amendment makes certain changes to the Company’s Bylaws currently in effect to (i) reflect certain changes in Florida corporate law , (ii) remove a provision imposing certain limitations on proxy access for director nominations and an opt-out provision from the applicability of certain provisions of section 607.0902 of the Florida Business Corporation Act ,   and (i ii )   remove certain provisions that will no longer be applicable at the effective time of the Bylaws Amendment due to the passage of time .  

 

The description of the Amendments contained in this report are qualified in their entirety by reference to the full text of the form of Amended and Restated Articles of Incorporation and the form of Amended and Restated Bylaws, each as amended and restated on November 17, 2015, effective January 1, 2016, filed as E xhibit s 3.1 and 3.2 to this Current Report on Form 8-K. 

 

Section 5

Corporate Governance & Management

 

Item 5.05

Amendments to the Code of Ethics, or Waiver of a Provision of the Code of Ethics

 

(a) As part of a periodic review of the corporate governance policies of the Company , the Company’s Board of Directors adopted and approved certain amendments to the Company’s Code of Business Conduct (the “Code”) on November 17, 2015, to be effective January 1, 2016.

 

The revisions to the Code implement   certain updated compliance best practices , including (i) revising the Code to be written in plain English, (ii) updating the Code to clarify and enhance existing anti-retaliation language , and  (iii) adopt ing the AdvaMed Code of Ethics On Interactions with Health Care Professionals, a set of standards designed to promote ethical interactions between medical technology companies and healthcare professionals, as promulgated by the Advanced Medical Technology Association .  

 

The description of the amendments to the Code contained in this report is qualified in its entirety by reference to the full text of the Code, a form of which is filed as Exhibit 14.1 to this

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Current Report on Form 8-K. The Code, as amended, will be available in the Corporate Governance Section of the Company’s website.

 

 

S ection 9 Financial Statements and Exhibits.

Item 9.01(d) Exhibits.

(d) Exhibits.

 

    

 

Exhibit Number

Description

3.1

Form of Amended and Restated Articles of Incorporation

3.2

Form of Amended and Restated Bylaws

14.1

Form of Code of Conduct, as amended

   

 

3

 

SIGNATURES  


Pursuant to the requirements of the Securities Exchange Act of 1934, CryoLife, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   

CRYOLIFE, INC.

   

   

 

Date:  November 23 , 2015

 

 

By:

/s/ D. Ashley Lee

Name:

D. Ashley Lee

Title:

Executive Vice President, Chief

Operating Officer and Chief

Financial Officer

   

4

Exhibit 3.1

 

 

 

AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

CRYOLIFE, INC.

 

Articles of Restatement

 

1. The   name   of   the   corporation   is   CRYOLIFE,   INC .

 

2. R estated Articles   of   Incorporation:   This   Amendment and Restatement   of   the   Articles   of Incorporation   does not contain an   amendment   to   the Articles requiring shareholder approval.   The   Board   of   Directors   adopted these   Amended   and   Restated   Articles   of Incorporation   on   November 17, 2015 .

 

3. The   text   of   the   Amended   and   Restated   Articles   of   Incorporation   is as   follows:

 

ARTICLE I

NAME

 

The   name   of   this   corporation   shall   be   CRYOLIFE,   INC .

 

ARTICLE II

EXISTENCE OF CORPORATION

 

This   corporation   shall   have   perpetual   existence.

 

ARTICLE III

PURPOSES

 

The   corporation   may   engage   in   the transaction   of   any or   all   lawful business for   which corporations   may   be   incorporated   under   the   laws   of   the   State   of   Florida.

 

ARTICLE IV

GENERAL POWERS

 

The   corporation   shall   have   power:

 

(a)   To   purchase, take,   receive,   lease,   or   otherwise   acquire,   own,   hold,   improve,   use,   or otherwise   deal   in   and   with   real   or   personal property   or   any   interest   therein,   wherever   situated.

 

(b)   To   sell, convey,   mortgage, pledge,   create a   security interest   in,   lease, exchange, transfer,   and   otherwise   dispose   of   all   or   part   of   its   property   and   assets.

 

(c) To lend money to, and use its credit to assist its officers and employees in accordance with   Section   607.141,   Florida   Statutes ( 2015 ).

 

(d) To   purchase, take,   receive,   subscribe   for,   or   otherwise   acquire,   own,   hold,   vote,   use, employ,   sell,   mortgage, lend,   pledge,   or   otherwise   dispose   of,   and   otherwise   use   and   deal   in   and with, shares or other interests   in,   or obligations of,   other domestic or foreign

 

corporations, associations, partnerships,   or   individuals,   or   direct   or   indirect obligations of   the   United   States   or of   any   other government,   state, territory,   governmental   district, or   municipality or   of any instrumentality   thereof.

 

(e) To   make contracts   and guarantees   and incur liabilities, borrow   money at   such rates of   interest   as   the   corporation   may   determine, issue   its   notes,   bonds,   and   other obligations, and   secure   any   of   its   obligations by   mortgage   or   pledge   of   all   or   any   of   its   property, franchise,   and income.

 

(f) To   lend   money   for   its   corporate   purposes, invest   and reinvest its   funds,   and   take and   hold   real   and   personal property   as   security   for   the   payment   of   funds   so   loaned   or   invested.

 

(g) To   conduct   its   business, carry   on   its   operations, and   have   offices   and   exercise   the powers   granted by   the   State   of   Florida,   within   or   without   the   state.

 

(h) To   elect   or   appoint officers   and   agents of   the   corporation   and define   their duties and   fix   their   compensation.

 

(i) To   make   and   alter by-laws,   not   inconsistent   with   the   laws   of   the   State   of   Florida, for   the   administration   and   regulation of   the   affairs   of   the   corporation.

 

(j) To   make   donations   for   the   public   welfare   or   for   charitable,   scientific   or   educational purposes.

 

(k) To   transact   any   lawful   business which   the   board of   directors   shall   find   will   be   in aid   of   governmental   policy.

 

(I) To   pay pensions and establish pension plans, profit sharing plans,   stock bonus plans,   stock   option plans,   and other incentive plans   for   any   or   all   of   its   directors,   officers,   and employees   and   for   any   or   all   of   the   directors,   officers,   and   employees of   its   subsidiaries.

 

(m) To   be   a   promoter,   incorporator,   partner,   member, associate, or manager of   any corporation,   partnership,   joint   venture, trust,   or   other   enterprise.

 

(n)   To   have   and   exercise   all   powers   necessary   or   convenient   to   a ffect   its   purposes.

 

ARTICLE V

CAPITAL STOCK

 

(a)(1) The   number of   shares of   capital   stock   authorized   to   be   issued by   this   corporation   shall   be   Seventy   Five   Million   (75,000,000)   shares of   common   stock,   each   with   a   par   value   of   One Cent ($0.01) and Five Million shares of preferred stock.   The shares may be divided into and issued in series.

 

( a ) (2) Pursuant   to Section 607.0 602 of   the Florida Statutes,   the Board of   Directors is expressly authorized   and empowered   to   divide   any   or   all   of   the   shares of   preferred stock into series and,   within the   limitations   set   forth   in   Section   607.0 602 of   the   Florida   Statutes, to   fix   and determine   the   relative rights   and   preferences of   the   shares of   any   series   so   established.     The   Board of   Directors   is   expressly   authorized   to   designate each   series   of  

 

preferred   stock   so   as   to   distinguish the   shares   thereof   from   the   shares   of   all other   series   and   classes.

 

( a ) (3) Each   share of   issued   and   outstanding   common   stock   shall   entitle   the   holder   thereof to   one   (1)   vote   on   each   matter with   respect to   which   shareholders   have   the   right   to   vote ,   to   fully participate   in   all   shareholder   meetings,   and   to   share ratably in   the   net   assets   of   the   corporation upon   liquidation and/or   dissolution. Each   share of   issued   and   outstanding   preferred   stock   shall have   such   rights   to   share in   the   net   assets of the   corporation   upon   liquidation   and/or   dissolution as are determined   and fixed by the Board   of   Directors pursuant   to Florida   Statutes   Section   607.0 602 .  All   or   any   part of   said   capital   stock   may   be   paid   for   in   cash,   in   property   or   in   labor   or   services at a   fair   valuation   to be   fixed   by   the Board   of   Directors at a   meeting   called   for   such purposes.     All stock   upon receipt of full payment shall be non-assessable .

 

(b) In   the   election   of   directors   of   this   corporation, there   shall   be   no   cumulative   voting of   the   stock   entitled to   vote   at   such   election.

 

 

 

ARTICLE VI

AMENDMENT OF A RTICLES OF INCORPORATION

 

The   corporation   reserves   the   right   to   amend,   alter,   change   or   repeal   any   provisions contained in these   Articles   of   Incorporation   in   the   manner now   or   hereafter prescribed   by   statute,   and   all   rights conferred upon   the   stockholders   herein   are   subject   to   this   reservation.

 

ARTICLE VII

INDEMNIFICATION

 

If   in   the   judgment   of   the   majority of   the   entire Board   of   Directors   (excluding   from   such   majority   and   director under consideration   for   indemnification), the   criteria   set   forth   in   Section   607.0 850 (1) and   (2), Florida Statutes, have   been   met,   then   the   corporation   shall   indemnify any officer   or director, or former officer or director, his   personal representatives,   devisees or heirs, in   the manner   and   to   the   extent   contemplated   by   the   said   Section   607.0850(1) and (2) .

 

ARTICLES VIII

SHAREHOLDERS PROHIBITED FROM TAKING

ACTION WITHOUT A MEETING

 

The   shareholders   may   not   take   action   by   written consent.     Any   and   all   action   by   a   shareholder   is required to   be   taken   at   the   annual   shareholders   meeting   or   at   a   special   shareholders   meeting.     This provision   applies   to   common   stock   and   all classes   of   preferred stock.

 

ARTICLE IX

SPECIAL MEETINGS OF SHAREHOLDERS

 

Special   meetings of   the   shareholders   for   any   purpose   may   be   called   at   the   request   in   writing   of shareholders   owning   not   less   than   50%   of   all   votes   entitled   to   be   cast  

 

on   any   issue   proposed   to   be considered at   the   proposed meeting   by   delivering one   or   more   written demands   for   the   meeting which are signed, dated and delivered to the Secretary of   the Company and describing the purposes for   which   the   meeting   is to   be   held.

 

4. These   Amended   and   Restated   Articles   of   Incorporation   supersede   the   original   Articles   of   Incorporation   and   all   previous   amendments   thereto.

 

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation have been executed as of the ___ day of __________, 2015 .

 

 

J. Patrick Mackin

Chairman of the Board, President,

and Chief Executive Officer

 

 

 

 

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

CRYOLIFE,   INC.

 

 

ARTICLE   I

OFFICES

 

Section   1. Principal   and   Business   Offices .     The   corporation   may   have   such   principal   and other   business   offices,   either   within   or   without   the   State   of   Florida,   as   the   Board   of   Directors may from time to time determine or the business of the corporation   may require.  The corporation's   principal   office   is   the   office   where   the   corporation's   principal   executive   offices   are located.

 

Section   2.   Registered   Office .     The   registered   office   of   the   corporation, for   so   long   as required   by   applicable   law,   shall   be   maintained   in   the   State   of   Florida.  The   address   of   the registered   office   may   be   changed   from   time   to   time   by   the   Board   of   Directors   or   the   registered agent.   The   business   office   of   the   registered   agent   of   the   corporation   shall   be   identical   to   such registered   office.

 

ARTICLE   II

SHAREHOLDERS

 

Section   1.   Annual   Meeting .     The   annual   meeting   of   the   shareholders   shall   be   held   within the   seven   (7)   month   period   beginning   with   the   first   day   of   the   last   month   of   the   fiscal   year   of   the corporation   for   the   purpose   of   electing   Directors   and   for   the   transaction   of   such   other   business   as may   properly   come   before   the   meeting,   the   actual   day   thereof   to   be   set   forth   in   the   Notice   of Meeting   or   in   the   Waiver   of   Call   and   Notice   of   Meeting.   If   the   election   of   Directors   shall   not   be held   at   any   such   annual   meeting   of   the   shareholders   or   at   any   adjournment   thereof,   the   Board of Directors   shall   cause   the   election   to   be   held   at   a   special   meeting   of   the   shareholders   as   soon thereafter   as   may   be   convenient.

 

Section   2.   Special   Meetings .     Special meetings of   the shareholders   for any   purposes, unless   otherwise   prescribed   by   law   or   by   the   Articles   of   Incorporation,   may   be   called   by   the President   or   Secretary   at   the   request   in   writing   of   the   majority   of   the   Board   of   Directors   then   in office.   Special   meetings   of   the   shareholders   may   also   be   called   by   shareholders   in   the   manner provided   in   the   Company's   Articles   of Incorporation.   Business   transacted   at   a   special   meeting   of the   shareholders   shall   be limited   to   the   purposes   stated   in   the   notice   thereof.

 

Section   3.   Place   of   Meeting .     The   Board   of   Directors   may   designate   any   place,   whether within   or   without   the   State   of   Florida   unless   otherwise   prescribed   by   law   or   by   the   Articles   of Incorporation,   as   the   place   of   meeting   for   any   annual   meeting   or   for   any   special   meeting   of   the shareholders.   A   waiver   of   notice   signed   by   all   shareholders   entitled   to   vote   at   a   meeting   may designate   any   place,   either   within   or   without   the   State   of   Florida   unless   otherwise   prescribed by law or   by   the Articles of Incorporation,   as   the   place for   the holding   of   such   meeting.   If   no designation   is   made,   the   place   of   meeting   shall   be   the   principal   office   of   the   corporation.

 

Section   4.   Notice   of   Meeting .  Written   or   printed   notice   stating   the   place,   day   and   hour   of the   meeting,   and   in   the   case   of   a   special   meeting,   the   purpose   or   purposes   for   which   the   meeting is   called,   shall   be   delivered   not   less   than   ten   ( 1 0)   nor   more   than   sixty  

 

 

( 60)   days   before   the   date   of the   meeting,   by   or   at   the   direction   of   the   President   or   the   Secretary,   or   the   officer   or   persons   that called   the   meeting,   to   each   shareholder   of   record   entitled   to   vote   at   such   meeting,   except   that   no notice   of   a   meeting need   be   given   to   any   shareholder if   such   notice   is   not   required   to   be   given under   applicable   law.   Notices   shall   be   delivered   in   the   manner   provided   under   applicable   law.     If mailed,   such   notice   shall   be   deemed   to   be   delivered   when   deposited   in   the United   States   mail, addressed   to   the shareholder at   his address as   it appears on   the   stock   transfer   books   of   the corporation, with   postage thereon prepaid.  If   the   notice   is   mailed less   than   30   days   before   the date   of   the   meeting,   delivery   must   be   by   first   class   mail.

 

Section   5. Waiver   of   Call   and   Notice   of   Meeting .  Call   and   notice   of   any   shareholders' meeting   may   be   waived   by   any   shareholder before   or   after   the   date   and   time   set   for   the   meeting.  Such   waiver   must   be   in   writing, signed   by   the   shareholder and   delivered to   the   corporation for inclusion   in   the   minutes   or   filing   with   the   corporate   records.     Neither   the   business   to   be   transacted at nor the   purpose of any   special   or annual meeting   need be specified   in such   waiver.   A shareholder's   attendance at   a   meeting   (a)   waives   such   shareholder's   ability   to   object   to   lack   of notice   or   defective   notice   of   the   meeting, unless   the   shareholder at   the   beginning   of   the   meeting objects   to   holding the   meeting   or transacting business at the meeting;   and   (b)   waives such shareholder's   ability   to   object   to   consideration of   a   particular matter at   the   meeting that   is   not within   the   purpose   or   purposes   described in   the   meeting   notice,   unless   the   shareholder   objects   to considering   the   matter   when   it   is   presented.

 

Section   6. Voting   Lists .  The   officer   or   agent   having   charge   of   the   stock   transfer   books for   shares of the   corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of   the   shareholders   entitled   to   vote   at such   meeting,   or   any adjournment   thereof, arranged   in alphabetical order, with   the   address of,   and   the   number and class   and   series   of   shares   held   by,   each.   The   list   must   be   made   available   for inspection   by   any shareholder   for   a   period   of   ten   (10)   days   prior   to   such   meeting   (or   for   such   shorter   time   as   exists between   the   record   date   and   the   meeting) at   any   one   of   the   following   locations: (a)   the   principal office of   the   corporation; (b)   at   a   place identified   in the   meeting notice in   the   city   where   the meeting   will   be   held;   or   (c)   at   the   office   of   the   corporation's   transfer agent   or   registrar.     The   list shall   be   subject   to   inspection   by   any   shareholder or   his   agent   or   attorney   during   the   whole   time of   the   meeting   or   any   adjournment.  The   list   shall   be   prima   facie   evidence   as   to   the   identity   of   the shareholders   entitled   to   examine   such   list   or   to   vote   at   any   meeting   of   the   shareholders.

 

Section   7.   Quorum   and   Adjournment .

 

(a) Shares   entitled to   vote as   a   separate   voting group   may   take   action   on   a   matter   at   a meeting   only   if   a   quorum   of   those   shares   exists   with   respect   to   that   matter.     Unless   the   Articles   of Incorporation or   applicable   law   provides   otherwise, a   majority   of   the   votes   entitled   to   be   cast   on a   matter   by   a   voting group   constitutes   a   quorum of   that   voting group   for   action   on   that   matter.     Once   a   share   is   represented   for   any   purpose   at   a   meeting,   it   is   deemed   present   for   quorum purposes   for   the   remainder   of   the   meeting   and   for   any   adjournment   of   that   meeting   unless   a new record date   is   or   must   be   set for   that   adjourned   meeting.

 

(b) If   a   quorum   is   not   present   at   a   meeting,   a   majority   of   the   shares   represented   at   the meeting,   and   who   would   be   entitled   to   vote   at   a   meeting   if   a   quorum   were   present,   may   adjourn the   meeting   from   time   to   time.     No   new   notice   need   be   distributed   to   shareholders so  

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long   as   the new   date,   time   and   place   for   the   meeting   are   announced   at   the   meeting before   the   adjournment   is taken,   and   the   date   of   the   adjourned   meeting   is   no   more   than   120   days   following   the   date   fixed for   the   original   meeting;   otherwise,   a   new   record   date   must   be   fixed   and   notice   distributed   in accordance with Section 4 above, except to the extent otherwise   provided by court order mandating   adjournment to a date more than 120 days after   the date   fixed   for   the   original meeting.  At   any   adjourned   meeting   at   which   a   quorum   shall   be   present   or   represented,   any business   may   be transacted which   might have been transacted at   the   meeting   as   originally notified   or,   in   the   case   of   a   special   meeting   for   which   a   new   notice   was   distributed,   which   is described   in   the   notice.

 

Section   8.   Voting   of   Shares .  Except   as   provided   in   the   Articles of   Incorporation   or applicable   law,   and   subject   to   the   provisions   of   Article   VIII   of   these   Bylaws   regarding   the   fixing of   a   record   date,   each   outstanding   share,   regardless   of   class,   is   entitled   to   one   vote on   each   matter voted   on at   a   meeting   of   shareholders.

 

Section   9.   Proxies .     A   shareholder,   other   person   entitled   to   vote   on   behalf of   a   shareholder under   applicable   law,   or   attorney   in   fact   for   a   shareholder   may   vote   the   shareholder's shares   in person   or   by   proxy.   A   proxy   may   be   appointed   to   vote   or   otherwise   act   for   the   shareholder   by any method   authorized   by   applicable   law.   Appointment   of   a   proxy is   effective   when   received   by the   Secretary   or   other   officer   or   agent   of   the   corporation   authorized to   tabulate   votes.   A proxy shall be valid as provided in Section 607.077 of the Florida Business Corporation Act (“FBCA”) and any successor thereto.

 

Section   10. Conduct   of   Meeting .     The   Chairman   of   the   Board   of   Directors,   and   in   his   or her   absence,   the   Presiding   Director   (if   any),   and   in   his   or   her   absence, the   President,   and in   his   or her   absence,   any   director   chosen   by   the   directors   present   shall   call   a   shareholders'   meeting   to order   and   shall   act   as   presiding   officer   of   the   meeting.   The   Secretary   of   the   corporation   shall   act as   secretary   of   all   meetings   of   the   shareholders,   but,   in   the   absence   of   the   Secretary,   the   presiding officer   may   appoint   any   other   person   to   act   as   secretary   of   the   meeting.     The   presiding   officer   of the   meeting   shall   have   broad   discretion   in   conducting   the   meeting   and   determining   the   order   of business   at   a   shareholders' meeting.   The   presiding   officer's authority   to   conduct   the   meeting shall   include,   but   in   no   way   be   limited   to,   recognizing   shareholders   entitled to   speak,   calling   for the   necessary   reports,   stating   questions   and   putting   them   to   a   vote,   calling   for   nominations,   and announcing the results of voting.   The   presiding officer also shall take   such actions as   are necessary   and   appropriate   to   preserve   order   at   the   meeting.   The   rules   of   parliamentary   procedure need   not   be   observed   in   the   conduct   of   shareholders'   meetings.

 

Section   11.   Conduct   of   Meetings   by   Remote   Communication .     The   Board   of   Directors may   adopt   guidelines   and   procedures   for   shareholders   and   proxy   holders   not   physically   present at   an   a nn u al   or   special   meeting   of   shareholders to   participate   in   the   meeting,   be   deemed   present in person,   vote,   communicate   and   read   or   hear   the   proceedings   of   the meeting   substantially concurrently with such   proceedings,   all by   means   of remote communication.  The   Board of Directors may   adopt   procedures and   guidelines   for   the   conduct   of   an   annual   or   special   meeting solely   by   means   of   remote   communication   rather   than   holding   the   meeting   at   a designated   place.

 

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ARTICLE   III

BOARD OF DIRECTORS

 

Section   1.   General   Powers .     The   business   and   affairs   of   the   corporation shall   be   managed by   its   Board   of   Directors.

 

Section 2. Number, Tenure and Qualifications .  The number   of Directors   of the corporation   shall   be   not   less   than   one   (1)   nor   more   the   fifteen   (15),   the   number   of   the   same   shall be   fixed   by   the   Board   of   Directors at   any   regular or   special   meeting.   Each   Di rector   shall   hold office   until   the   next   annual   meeting of   shareholders and   until   his   successor has   been   qualified, unless sooner removed by   the   shareholders   with or without cause at any general   or   special meeting or earlier death or resignation .     None of the Directors   need   be   residents   of   the   State   of   Florida.

 

Section 3.   Annual Meeting .     After   each annual meeting of   shareholders, the   Board   of Directors shall hold its   annual meeting immediately following such annual meeting of shareholders   for   the   purpose   of   the   election   of   officers   and   the   transaction   of   such   other   business as   may   come   before   the   meeting.   The   place   of   such   annual   meeting   shall   be   the   same   as   the place   of   the   meeting   of   shareholders   which   precedes   it,   or   such   other   suitable   place   as   may   be announced at   such   meeting   of   shareholders,   and   may   be   held   remotely as   provided   in   Section   8 below.  The place and   time of   such meeting may   also be   fixed by written   consent of the Directors.

 

Section 4.   Regular Meetings .  Regular meetings of   the   Board   of   Directors may   be   held without   notice   at   such   time   and   at   such   place as   shall   be   determ ined   from   time   to   time   by   the Board   of   Directors.

 

Section   5.   Special Meetings .     Special meetings   of   the   Board   of   Directors may   be   called by   the   Chairman   of   the   Board,   if   there   be   one,   or   the   President or   any   two   (2)   Directors.   The persons authorized to   call   special   meetings of the   Board of Directors   may   fix the   place for holding   any   special   meetings   of   the   Board   of   Directors   called   by   them.

 

Section 6.   Notice .     Notice of   the   date, time and place   of any   special meeting shall   be given at least two   (2) days prior thereto.  Notice may be   communicated by   any means permissible under applicable law.   Any   Director may waive   notice of   such meeting, either before, at   or   after   such meeting.   The attendance   of   a   Director at   a   meeting shall   constitute a waiver of   notice of   such   meeting, and   a   waiver of   any and   all   objections   to   the   place of   the meeting,   the   time   of   the   meeting,   or   the   manner   in   which   it   has   been   called   or   convened,   except where   a   director   states,   at   the   beginning   of   the   meeting   or   promptly   upon   arrival   at   the   meeting,   any   objection to   the   transaction of any   business because the   meeting is   not   lawfully called   or convened.

 

Section 7. Quorum and Adjournment .  A majority of the Directors shall constitute   a quorum,   but   a   smaller   number   may   adjourn,   as   specified   in   Section   8 ( c)   below.

 

Section   8.   Conduct   of   Meetings.

 

(a) Presiding   Officer .     The   Chairm an   of   the   Board   shall   preside   at   meetings   of   the   Board of   Directors.   If   the   Chairman is   an   employee   of   the   corporation,   the   Board   of   Directors shall elect   from   among   its   members   a   Presiding   Director, who   shall   preside   at   executive   sessions   of the   Board   at   which   employees   of   the   corporation or   any   of   its  

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subsidiaries shall   not   be   present.   The   Chairman,   and   in   his   or   her   absence, the   Presiding   Director,   and   in   his   or   her   absence,   any director   chosen   by   the   directors   present,   shall   call   meetings of   the   Board   of   Directors to   order and   shall   act   as   presiding   officer   of   the   meeting.

 

(b) Minutes .     The   presiding   officer   shall   appoint   a   person   present   to   act   as   secretary   of   the meeting.  Minutes   of   any   regular   or   special   meeting   of   the   Board   of   Directors shall   be   prepared and   distributed   to   each   director.

 

(c) Adjournments .     A   majority of   the   directors present,   whether or   not   a   quorum exists, may   adjourn   any   meeting   of   the   Board   of   Directors   to   another   time   and   place.     Notice   of   any   such adjourned meeting shall be given to   the directors   who are not   present   at   the time of the adjournment and,   unless   the   time   and   place   of   the   adjourned   meeting   are   announced at   the   time of   the   adjournment,   to   the   other   directors.

 

(d) Participation by Conference Call or Similar   Means .     The Board of Directors   may permit any   or   all   directors to   participate in   a   regular or   a   special meeting   by,   or   conduct the meeting through   the   use   of,   any   mean s   of   communication by   which   all   directors   participating may   simultaneously   hear   each   other   during   the   meeting.     A   director   participating   in   a   meeting   by this   means   is   deemed   to   be   present   in   person   at   the   meeting.

 

Section 9. Manner of Acting .     The   act of the majority of the Directors   present   at a meeting at   which  a   quorum   is   present   when   the   vote   is   taken   shall   be   the   act   of   the   Board   of Directors,   except   as   otherwise   provided   by   applicable   law.

 

Section   1 0.   Vacancies .     Any   vacancy   occu rring   in   the   Board   of   Directors, including   any vacancy created by   reason of an increase   in   the   number   of directors,   may be filled by the affirmative   vote   of   a   majority   of   the   remaining   Directors   though   less   than   a   quorum   of   the   Board of   Directors.     A   Director   elected   to   fill   a   vacancy shall   be   elected   for   the   unexpired term   of   his predecessor in   office   or, where a   vacancy   has been created   by   an   increase i n   the   number   of directors,   until   the   next   election   of   directors   by   the   shareholders.  A   vacancy   that   will   occur   at   a specific   later   date   (by   reason   of   a   resignation effective   at   a   later   date,   or   otherwise)   may   be   filled before   the   vacancy   occurs   but   the   new   director   may   not   take   office   until   the   vacancy   occurs.

 

Section 11. Compensation .     The compensation   of   non-employee Directors for   their services as a Director   may   be   fixed   by   resolution   of   the   Board   of Directors, or by   a   duly authorized   committee   of   the   Board   of   Directors.   Unless   otherwise   determined   by   the Board   of Directors   or   such   committee,   Directors   shall   be   paid   their   expenses   of   attendance   at   each   meeting of   the   Board   of   Directors   or   committee thereof.   No   payment   received   by   a   Director   for   services as   a   Director   shall   preclude   a   Director   from   serving   the   corporation   in   any   other   capacity.

 

Section 12. Presumption   of Assent .     A   director of   the   corporation who   is   present at   a meeting   of   its   Board   of   Directors or   a   committee of   the   Board   of   Directors at   which   action   on any   corporate   matter   is   taken   is   deemed   to   have   assented   to   the   action   taken,   unless   the   director: (a)   objects   at   the   beginning of   the   meeting   (or   promptly   upon   his   or   her   arrival)   to   holding   it   or transacting specified business at   the   meeting; or   (b)   votes   again st   or   abstains from the   action taken.

 

Section   13.   Inform al   Action   by   Board .     Any   action   required   or   permitted   to   be   taken   by any   provisions   of   law,   of   the   Articles   of   Incorporation or   of   these   Bylaws   at   any   meeting  

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of   the Board   of   Directors   or   of   any   committee thereof   may   be   taken   without   a   meeting   if,   prior   to   such action,   a   written   consent   thereto   is   signed   by   all   members   of   the   Board   or   of   such   committee,   as the   case   may   be,   setting   forth   the   actions   of   the   Board   or   of   the   committee.

 

Section   14. Removal .     Any director   may be removed, with or without   cause, by t he shareholders at   any   general   or   special   meeting of   the   shareholders whenever,   in   the   judgment   of the   shareholders, the   best   interests of   the   corporation   will   be   served   thereby, but   such   removal shall   be   without   prejudice   to   the   contract   rights,   if   any,   of   the   person   removed.   This   Bylaw   shall not   be   subject   to   change   by   the   Board   of   Directors.

 

ARTICLE   IV

OFFICERS

 

Section   1. Number   and Qualification .  The officers of the   corporation   shall include   a Chairman of   the Board, a   Chief Executive Officer, a   President, a   Chief   Operating Officer, a Chief Financial Officer and a Secretary, each of whom shall be elected   by the Board of Directors.   The   Board   of   Directors   may   also   elect   one   or   more   Executive   Vice   Presidents,   Senior Vice   Presidents,   Vice   Presidents,   one   or   more   Assistant   Secretaries   and   Assistant   Treasurers   and such   other   officers as   the   Board   of   Directors   shall deem   appropriate.   The   Board of   Directors shall   designate   from   among   the   officers it   elects   those   who   shall   be   the   executive   officers   of   the corporation   responsible   for all   policy making functions,   under the direction of the Board   of Directors.   Two   (2)   or   more   offices   may   be   held   by   the   same   person.

 

Section   2.   Election   and   Term   of   Office .     The   officers   of   the   corporation shall   be   elected annually by the   Board   of   Directors   at   its   first meeting after each annual meeting of the shareholders.   If   the   election   of   officers shall   not   be   held   at   such   meeting,   such   election   shall   be held   as   soon   thereafter as   may   be   convenient.   Each   officer   shall   hold   office   until   his   successor shall   have   been   duly   elected   and   shall   have   qualified,   or   until   his   death,   or   until   he   shall   resign   or shall   have   been   removed   in   the   manner   hereinafter provided.

 

Section   3.   Removal .     Any   officer   may   be   removed   at   any   time,   with   or   without   cause,   by the   Board   of   Directors.  An   officer's   removal does   not   affect   the   officer's   contract   rights,   if   any, with   the   corporation.

 

Section   4. Vacancies .     A   vacancy   in   any   office   because   of   death,   resignation,   removal, disqualification or   otherwise,   may   be   filled   by   the   Board   of   Directors   for   the   unexpired   portion of   the   term.

 

Section   5.   Duties   of   Officers .     The   Chairm an   of   the   Board   of   the   corporation   shall   preside at all   meetings   of   the Board of   Directors and   of   the   shareholders which he shall   attend, as provided   in   Articles   II   and   III   above.   The   Chair man   or   the   President   shall   be   the   chief   executive officer   of   the   corporation,   as   specified   by   the   Board   of   Directors.   The   Secretary, or   such   other officer   as   the   Board   may   from   time   to   time   designate,   shall   be   responsible   for   preparing   minutes of   the   directors' and   shareholders'   meetings   and   for   authenticating records   of   the   corporation.   Subject to   the   foregoing,   the   officers of   the   corporation shall   have such   powers and   duties   as usually pertain to   their respective offices   and   such additional powers and duties   specifically conferred by   law,   by   the   Articles of   Incorporation, by   these   Bylaws, or   as   may   be   assigned   to them   from   time   to   time   by   the   Board   of   Directors or   by   any   officer   authorized   by   the   Board   of Directors   to   prescribe   the   duties   of   other   officers.

 

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Section   6.   Executive   Compensation .   The   salaries   and   other   compensation   of   the   officers shall   be   fixed   from   time   to   time   by   the   Board   of   Directors,   and   no   officer   shall   be   prevented   from receiving   such   salary   or   compensation by   reason   of   the   fact   that   he   is   also   a Director   of   the corporation.

 

Section   7.   Delegation of Duties .  In   the   absence of   or disability of any officer of   the corporation   or   for   any   other   reason deemed   sufficient by   the   Board   of   Directors,   the   Board   may delegate   his   powers   or   duties   to   any   other   officer   or   to   any   other   Director   for   the   time   being.

 

Section 8.   Limitation on   Executive Compensation .     The corporation shall not award bonuses   to   officers,   directors   and/or   other   employees   to   avoid   or   satisfy   margin   calls.

 

ARTICLE   V

EXECUTIVE AND OTHER COMMITTEES

 

Section   1.   Creation   of   Committees .  The   Board   of   Directors   may,   by   resolution   passed   by a majority of the whole   Board, designate   an Executive Committee and one   or more   other committees,   each   to   consist   of   one   (1)   or   more   of   the   Directors   of   the   corporation.

 

Section   2.   Executive Committees .  The   Executive   committee,   if   there   shall   be   one,   shall consult with   and   advise   the   officers of   the   corporation   in   the   management of   its   business and shall   have   and   may   exercise, to   the   extent   provided in   the   resolution of   the   Board   of   Directors creating such   Executive Committee,   such   powers of   the   Board   of   Directors as   can   be   lawfully delegated   by   the   Board.

 

Section   3.   Other   Committees .     Such   other   committees   shall   have   such   functions   and   may exercise the   powers   of   the   Board   of   Directors   as   can   be   lawfully   delegated and   to   the   extent provided   in   the   resolution   or   resolutions   creating   such   committee   or   committees.

 

Section   4.   Meetings   of   Committees .  Regular   meetings of   the   Executive Committee   and other   committees   may   be   held   without   notice   at   such   time   and   at   such   place   as   shall   from   time   to time   be   deter mined   by   the   Executive   Committee or   such   other   committees.  Special   meetings   of the   Executive Committee   or   such   other   committees   may   be   called   by   any   member   thereof   upon two   (2)   days' notice   to   each   of   the   other   members   of   such   committee,   or   on   such   shorter   notice as   may   be   agreed   to   in   writing   by   each   of   the   other   members   of   such   committee.  Notice   may   be communicated by any means permissible   under applicable law, including oral   notice   where reasonable   under   the   circumstances.   Notice   may   be   waived   as   provided   in   Section   6   of   Article III   of   these   Bylaws   (pertaining to   notice   for   Directors'   meetings).   Attendance   at   a   meeting   will constitute   waiver   of   notice   and   of   the   right   to   any   objections to   the   extent   provided   in   Section   6 of   Article   III.   In   all   other   respects,   committee   meetings   shall   be   conducted   in   the   same   manner and   in   accordance   with   the   same   procedural   rules   applicable   to   the   Board   of   Directors;   provided that,   the   Board of   Directors   may   adopt   a   charter   for any committee specifying   rules for the conduct   of   meetings   and   business   of   the   committee and   such   other   matters as   the   Board   may designate, in   which case   the provisions of   such charter shall supersede   the   provisions   of   this Section   4.

 

Section   5.   Vacancies   on   Committees .     Vacancies   on   the   Executive   Committee   or   on   such other   committees   may   be   filled   by   the   Board   of   Directors   then   in   office   at   any   regular   or   special meeting.

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Section   6.   Quorum   of   Committees .     At   all   meetings   of   the   Executive   Committee or   such other   committees, a majority   of   the   committee's   members   then   in   office   shall   constitute   a   quorum for   the   transaction   of   business.

 

Section   7.   Manner   of   Acting   of   Committee .     The   acts   of   a   majority   of   the   members   of   the Executive Committee,   or   such   other committees,   present   at any meeting at which there is a quorum,   shall   be   the   act   of   such   committee.

 

Section   8.   Minutes   of   Committees .     The   Executive   Committee, if   there   shall   be   one,   and such   other   committees   shall   keep   regular   minutes   of   their   proceedings   and   report   the   same   to   the Board   of   Directors   when   required.

 

Section   9. Compensation .     Members of the Executive Committee and such other committees   may   be   paid   compensation   in   accordance   with   the   provisions   of   Section   11   of   Article III   (pertaining   to   compensation of   Directors).

 

ARTICLE   VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Section   1.   General .

 

(a) Subject   to   the   principles set   forth   in   Section   1(b)   below,   the   corporation   shall   be obligated   to   indemnify   any   director   or   officer   of   the   corporation   who   is   or   was   a   party,   or   is threatened   to   be   made   a   party,   to   any   Proceeding   (other   than   an   action   by   or   in   the   right   of   the corporation)   by   reason   of   the   fact   that   such   person   is   or   was   a   director   or   officer   of   the corporation or   is   or   was   serving   at   the   request   of   the   corporation   as   a   director,   officer,   employee or   agent   of   another   corporation,   partnership,   joint   venture,   trust   or   other   enterprise;   provided   that   in   no   event   shall   the   corporation   be   obligated   to   indemnify   any   director   or   officer   for   any   liability resulting   from,   or   advance   expenses   in   connection   with,   any   Proceeding   involving   liability   under Section   16(b)   of   the   Securities   Exchange   Act   of   1934.   A "Proceeding"   includes   any   threatened, pending   or   completed   action,   suit   or   other   type   of   proceeding,   whether   civil,   criminal, administrative,   investigative   or   otherwise,   and   whether   formal   or   informal.

 

(b) Any   person   for   whom   indemnification   is   mandated   under   Section   1 (a)   above   shall   be indemnified   against   all   liabilities,   including   obligations   to   pay   a judgment,   settlement,   penalty, fine   (including   an   excise   tax   assessed   with   respect   to   any   employee   benefit   plan),   and   expenses (including   attorneys'   fees,   paralegals'   fees   and   court   costs)   actually   and   reasonably   incurred   in connection   with   any   such   Proceeding,   including   any   appeal   thereof;   provided   that,   except   as provided   in   Section   8   below   with   respect   to   proceedings   to   enforce   rights   to   indemnification or advancement   of   expenses,   the   corporation   shall   indemnify   any   such   indemnitee   in   connection with   a   Proceeding   (or   part   thereof)   initiated   by   such   indemnitee   only   if   such   Proceeding   (or   part thereof)   was   authorized   by   the   Board   of   Directors   of   the   corporation,   except   that   no   such authorization   shall   be   required   in   the   case   of   counterclaims   which   constitute   claims   of   the indemnitee   that   would   be   forfeited   unless   asserted   in   the   Proceeding.     Indemnification   shall   be available   only   if   the   person   to   be   indemnified acted   in   good   faith   and   in   a   manner   such   person reasonably   believed   to   be   in,   or   not   opposed   to,   the   best   interests   of   the   corporation and,   with respect   to   any   criminal   action   or   proceeding,   had   no   reasonable   cause   to   believe   such   person's conduct   was   unlawful.     The   termination of   any   such   action,   suit   or   other   proceeding   by   judgment, order,   settlement   or  

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conviction,   or   upon   a   plea   of   nolo   contendere   or   its   equivalent,   shall   not,   of itself,   create   a   presumption   that   the   person   did   not   act   in   good   faith   and   in   a   manner   that   such person   reasonably   believed   to   be   in,   or   not   opposed   to,   the   best   interests   of   the   corporation   or, with respect   to   any   criminal   action   or   proceeding,   had   reasonable   cause   to   believe   that   such person's   conduct   was   unlawful.

 

Section   2.   Actions   By   Or   In   The   Right   Of   The   Corporation .

 

(a) Subject   to   the   principles set   forth   in   paragraphs   (b)   and   (c)   of   Section   2   below,   the corporation   shall   be   obligated   to   indemnify any   director   or   officer   of   the   corporation   who   is   or was   a   party,   or   is   threatened   to   be   made   a   party ,   to   any   Proceeding   brought   by   or   in   the   right   of the   corporation   to   procure   a   judgment   in   its   favor   by   reason   of   the   fact   that   such   person   is   or   was a   director   or   officer   of   the   corporation or   is   or   was   serving   at   the   request   of   the   corporation   as   a   director,   officer, employee   or   agent of   another corporation,   partnership,   joint   venture, trust   or other   enterprise;   provided that   in   no   event   shall   the   corporation   be   obligated   to   indemnify   any director or   officer for   any   liability   resulting   from,   or   advance   expenses   in   connection   with,   any Proceeding   involving   liability   under Section 16(b)   of   the   Securities   Exchange   Act   of   1934.

 

(b) Any   person for   whom   indemnification   is   mandated   under Section 2 ( a)   above   shall   be indemnified   against   expenses (including   attorneys'   fees,   paralegals'   fees   and   court   costs)   and amounts   paid   in   settlement   not   exceeding,   in   the   judgment   of   the   Board   of   Directors,   the estimated   expense of   litigating   the   Proceeding   to   conclusion,   that   are   actually   and   reasonably incurred   in   connection   with   the   defense   or   settlement of   such   Proceeding,   including   any   appeal thereof; provided that,   except as   provided   in   Section   8   below   with   respect   to   proceedings   to enforce rights   to   indemnification   or   advancement of   expenses,   the   corporation   shall   indemnify any   such   indemnitee   in   connection   with   a   Proceeding (or   part   thereof) initiated   by   such indemnitee   only   if   such   Proceeding   (or   part   thereof) was   authorized by   the   Board   of   Directors   of the   corporation,   except   that   no   such   authorization   shall   be   required   in   the   case   of   counterclaims which   constitute   claims   of   the   indemnitee   that   would be   forfeited   unless asserted   in   the Proceeding.   Indemnification   shall   be   available   only   if   the   person   to   be   indemnified   acted   in good   faith   and   in   a   manner   such   person   reasonably   believed   to   be   in,   or   not   opposed   to,   the   best interests   of   the   corporation.

 

(c) Notwithstanding   the   foregoing,   no   indemnification   shall   be   made   under   this   Section 2 in   respect   of   any   claim,   issue   or   matter   as   to   which such   person   shall   have   been   adjudged   to   be liable   unless, and   only   to   the   extent   that,   the   court   in   which   such   Proceeding   was   brought,   or   any other   court   of   competent   jurisdiction,   shall   determine   upon   application that,   despite   the adjudication   of   liability   but   in   view   of   all   the   circumstances   of   the   case,   such   person is   fairly   and reasonably   entitled to   indemnification   for   such   expenses   as   such   court   shall   deem   proper.

 

Section 3.   Advancement   Of   Expenses .     Expenses   (including   reasonable   attorneys'   fees, paralegals'   fees   and   court   costs)   incurred   by   a   director   or   officer   in   defending   a   Proceeding referred   to   in   Section 1   or   Section   2   of   this   Article   VI   shall   be   paid   by   the   corporation   in   advance of   the   final   disposition   thereof   upon   receipt   by   the   corporation of:

 

(a) a   representation   by   or   on   behalf of   such   director   or   officer   that   all   actions taken   by   him   or her   which   form   the   basis   of   the   Proceeding   met   the   applicable   standard of   conduct   set forth   in   Section 1   or   2   above, as   applicable;   and

 

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(b) an   undertaking   by   or   on   behalf of   such   director   or   officer to   repay   such   amount if   he   or   she   is   ultimately   found not   to   be   entitled to   indemnification   by   the   corporation   pursuant to   this   Article   VI.

 

Section 4.   Authorization   And Procedural   Matters .

 

(a) Indemnification   pursuant   to   this   Article VI   shall   be   deemed "authorized"   for   purposes of   Section s 607 . 0850( 4 ) and (5) of the FBCA ,   and   any   successor   thereto,   upon   adoption   of   this   Bylaw, subject to   a   determination that   indemnification is   proper   as   provided   in   Section   4( b ).

 

(b) Except   as   otherwise   provided   by   order   of   a   court   of   competent   jurisdiction, the corporation   shall   not   be   obligated   to   indemnify   any   officer   or   director   under   Section   1   or   2   of this   Article   VI   until   a   determination   has   been   made   that:   (a)   indemnification   is   proper   in   the circumstances   because   the   indemnified person   has   met   the   applicable   standard   of   conduct   set forth   in   Section   1   or   Section   2   of   this   Article   VI;   and   (b)   indemnification is   not   prohibited   by applicable   law.

 

(c) The   Board   of   Directors   may   establish   reasonable   procedures   for   the   submission of claims   for   indemnification   and   advancement   of   expenses   pursuant   to   this   Article   VI, determination   of   the   entitlement   of   any   person   thereto,   and   review   of   any   such   determination. This   Article   VI   is   adopted   pursuant   to   the   authority   granted   by   Section   607.0850(7),   Florida Statutes,   and   accordingly,   it   is   intended   that   the   authorization and   determination procedures   set forth   in   Section   607 . 0850(4)   and   ( 5)   shall   not   be   mandatory   to   the   Board.

 

Section   5.   Non - exclus ivity   And   Limitations .     The   indemnification and   advancement of expenses   provided   pursuant   to   this   Article   VI   shall   not   be   deemed   exclusive   of   any   other   rights to   which   a   person   may   be   entitled   under   any   law,   the   corporation's   Articles   of   lncorporation, Bylaw s ,   agreement,   vote   of   shareholders   or   disinterested directors,   or   otherwise,   both   as   to   action   in   such   person's   official   capacity   and   as   to   action   in   any   other   capacity   while   holding   office   with the   corporation.     The   Board   of   Directors   may,   at   any   time,   approve   indemnification   of   or advancement   of   expenses   to   any   other   person   that   the   corporation   has   the   power   by   law   to indemnify,   including,   without   limitation,   employees   and   agents   of   the   corporation.

 

Section   6.   Continuation   Of   Indemnification   Right .

 

(a)   Indemnification and   advancement of   expenses   as   provided   for   in   this   Article   VI   shall continue   as   to   a   person   who   has   ceased   to   be   a   director   or   officer   and   shall   inure   to   the   benefit   of the   heirs,   executors,   and   administrators of   such   person.

 

(b)   For   purposes   of   this   Article   VI,   the   term   "corporation"   includes,   in   addition   to   the resulting   corporation,   any   constituent   corporation   (including   any   constituent   of   a   constituent) absorbed   in   a   consolidation   or   merger,   so   that   any   person   who   is   or   was   a   director   or   officer   of   a constituent   corporation,   or   is   or   was   serving   at   the   request   of   a   constituent   corporation   as   a director,   officer,   employee   or   agent   of   another   corporation, part nership,   joint   venture,   trust   or other   enterprise,   is   in   the   same   position   under   this   Article   VI   with   respect   to   the   resulting   or surviving   corporation   as   such   person   would   have   been   with   respect   to   such   constituent corporation   if   its   separate   existence   had   continued.

 

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Section   7.   Insurance .     The   corporation   may   purchase   and   maintain   insurance   on   behalf   of any   person   who   is   or   was   a   director,   officer,   employee   or   agent   of   the   corporation,   or   who   is   or was   serving   at   the   request   of   the   corporation as   a   director,   officer,   employee   or   agent   of   another corporation,   partnership,   joint   venture,   trust   or   other   enterprise   against   any   liability asserted against   such   person   and   incurred   by   such   person   in   any   such   capacity   or   arising   out   of   such person's   status   as   such,   whether   or   not   the   corporation would   have   the   power   to,   or   be   obligated to,   indemnify   such   person   against   the   liability   under   Section   1   or   Section   2   of   this   Article   VI   or under   applicable   law.

 

Section   8. Right   Of   Indemnitee   To   Bring   Suit .     If   a   claim   under   this   Article   VI   is   not paid   in   full   by   the   corporation   within   60   days   after   a   written   claim   has   been   received   by   the corporation,   except   in   the   case   of   a   claim   for   an   advancement   of   expenses,   in   which   case   the applicable   period   shall   be   20   days,   the   indemnitee   may   at   any   time   thereafter   bring   suit   against the   corporation   to   recover   the   unpaid   amount   of   the   claim.   If   successful   in   whole   or   in   part   in any   such   suit,   or   in   a   suit   brought   by   the   corporation   to   recover   an   advancement   of   expenses pursuant   to   the   terms   of   an   undertaking,   the   indemnitee   shall   be   entitled   to   be   paid   also   the expense   of   prosecuting   or   defending   such   suit.   In   any   suit   brought   by   the   indemnitee to   enforce a   right   to   indemnification or   advancement of   expenses   hereunder   it   shall   be   a defense   that   the indemnitee   has   not   met   any   applicable standard   set   forth   in   this   Article   VI   or   that indemnification   or   advancement   of   expenses   is   impermissible   under   applicable   law.   In   any   suit brought   by   the   corporation   to   recover   an   advancement   of   expenses   pursuant   to   the   terms   of   an undertaking,   the   corporation   shall   be   entitled   to   recover   such   expenses   upon   a   final   adjudication that   the   indemnitee   has   not   met   any   applicable   standard   for   indemnification   set   forth   in   this Article   VI   or   that   indemnification is   impermissible under   applicable   law.   Neither   the   failure   of the   corporation   (including   its   directors   who   are   not   parties   to   such   action,   a   committee   of   such directors,   independent   legal   counsel,   or   its   shareholders)   to   have   made   a   determination prior   to the   commencement of   such   suit   that   indemnification   of   the   indemnitee   is   proper   in   the   circumstances   because   the   indemnitee   has   met   the   applicable   standard   of   conduct   set   forth   in   this   Article   VI,   nor   an   actual   determination   by   the   corporation   (including   its   directors   who   are   not parties   to   such   action,   a   committee   of   such   directors,   independent   legal   counsel,   or   its shareholders)   that   the   indemnitee   has   not   met   such   applicable   standard   of   conduct,   shall   create   a presumption   that   the   indemnitee   has   not   met   the   applicable   standard   of   conduct   or,   in   the   case   of such   a   suit   brought   by   the   indemnitee,   be   a   defense   to   such   suit.   In   any   suit   brought   by   the indemnitee   to   enforce   a   right   to   indemnification   or   to   an   advancement   of   expenses   hereunder,   or brought   by   the   corporation   to   recover   an   advancement   of   expenses   pursuant   to   the   terms   of   an undertaking,   the   burden   of   proving   that   the   indemnitee   is   not   entitled   to   be   indemnified, or   to such   advancement   of   expenses,   under   this   Article   VI   or   otherwise   shall   be   on   the   corporation.

 

Section   9. Nature   Of   Rights .     The   rights   to   indemnification   and   to   the   advancement   of expenses   conferred   upon   indemnitees   in   this   Article   VI   (i)   shall   be   contract   rights   based   upon good   and   valuable   consideration,   pursuant   to   which   an   indemnitee   may   bring   suit   as   if   the provisions   of   this   Article   VI   were   set   forth   in   a   separate   written   contract   between   the   indemnitee and   the   corporation,   (ii)   are   intended to   be   retroactive   with   respect   to   indemnitees   who   are currently   serving   as   officers   and   directors   on   the   date   this   Bylaw   is   first   adopted,   and   with respect   to   such   persons,   these   rights   shall   be   available   with   respect   to   events   occurring   prior   to the adoption   of   this   Article   VI,   (iii)   shall   continue   as   to   an   indemnitee who   has   ceased   to   be   a director   or   officer   of   the   corporation, and   shall   inure   to   the   benefit   of   the   indemnitee's   heirs, executors   and   administrators, and   (iv)   shall   be   deemed   to   have   fully   vested   at   the   time   the indemnitee   first   assumed   his   or   her   office   with   the   corporation.   No   amendment,   alteration   or   repeal   of   this   Article   VI   shall   adversely   affect   any   right   of   an  

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indemnitee   or   his   or   her   successors,   nor   shall   any   such   amendment   limit   or   eliminate   any   such   right   with   respect   to   any   Proceeding involving   an   occurrence   or   alleged   occurrence   of   any   action   or   omission   to   act   that   took   place prior   to   such   amendment,   alteration or   repeal,   regardless   of   whether   such   Proceeding   is   brought before   or   after   the   indemnitee   has   ceased   to   be   a director   or   officer   of   the   corporation.

 

Section   10. Severability .  If   any   provision   or   provisions   of   this   Article   VI   shall   be   held   to be   invalid,   illegal   or   unenforceable for   any   reason   whatsoever:   (i)   the   validity,   legality   and enforceability   of   the   remaining   provisions   of   this   Article   VI   shall   not   in   any   way   be   affected   or impaired   thereby;   and   (ii)   to   the   fullest   extent   permitted   by   law,   the   provisions   of   this   Article   VI (including,   without   limitation,   each   such   portion   of   this   Article   VI   containing   any   such   provisions   held   to   be   invalid,   illegal   or   unenforceable)   shall   be   construed   so   as   to   give   effect   to   the   intent   manifested   by   the   provision   held   invalid,   illegal   or   unenforceable.

 

Section   11.   Settlement   Of   Claims .     The   corporation   shall   not   be   liable   to   indemnify   any indemnitee   under   this   Article   VI   for   any   amounts   paid   in   settlement   of   any   proceeding   (or   part thereof)   effected   without   the   corporation's   written   consent,   which   consent   shall   not   be unreasonably   withheld,   or   for   any   judicial   award   if   the   corporation   was   not   given   a   reasonable and   timely   opportunity,   at   its   expense,   to   participate   in   the   defense   of   such   proceeding.

 

Section   12.   Subrogation .  In   the   event   of   payment   under   this   Article   VI,   the   corporation shall   be   subrogated   to   the   extent   of   such   payment   to   all   of   the   rights   of   recovery   of   the indemnitee,   who   shall   execute   all   papers   required   and   shall   do   everything   that   may   be   reasonably necessary   to   secure   such   rights,   including   without   limitation   the   execution   of   such   documents necessary   to   enable   the   corporation   effectively   to   bring   suit   to   enforce   such   rights.

 

Section   13.   Secondary   Obligation .     The   corporation's   indemnification   of   any   person   who was   or   is   serving   at   its   request   with   another   corporation, partnership, joint   venture,   trust   or   other entity   (including   serving   as   a   trustee   or   fiduciary   of   any   employee   benefit   plan),   shall   be   reduced by   any   amounts   such   person   may   collect   as   indemnification   from   such   other   party.

 

Section   14.   No   Duplication   Of   Payments .  The   corporation shall   not   be   liable   under   this Bylaw   to   make   any   payment   with   respect   to   the   liability   of   a   person   to   the   extent   such   person   has otherwise   actually   received   payment.

 

ARTICLE   VII

STOCK

 

Section   1.   Certificates   for   Shares;   Uncertificated Shares .

 

(a) Shares   may   but   need   not   be   represented by   certificates.  The   Board   of   Directors   may authorize   the   creation   of   uncertificated   shares   either   by   original   issue   or   in   substitution for   shares previously   represented   by   certificates, and   a   particular class   and   series   of   shares   may   be   entirely represented   by   certificates,   entirely uncertificated,   or   represented partly   by   each.     The   rights   and obligations of shareholders shall be   identical whether or not their shares are represented by certificates.  No   shares for   which a   certificate is   outstanding shall   be   treated as   uncertificated, and   until   such   certificate   is   surrendered,   such  

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shares   shall   not   be   transferable   on   the   books   of   the corporation   without   due   presentation   of   the   certificate.

 

(b) If   shares   are   represented by   certificates,   each   certificate shall   be   in   such   form   as   the Board   of   Directors   may   from   time   to   time   prescribe,   signed   (either   manually   or   in   facsimile)   by the President   or   a Vice   President.   Such   certificates   may   also   be   signed   (either   manually   or   in facsimile)   by   the   Secretary   or   an   Assistant Secretary   and   sealed   with   the   seal   of   the   corporation or   its   facsimile.  Any certificate must exhibit the   holder's   name, certify the   number   of   shares owned   and state   such other matters as may be required by law.   The certificates shall be numbered   and   entered   on   the   books of   the   corporation as   they   are   issued.  Authorization by   the Board of   the   issuance   of   uncertificated shares will not affect   shares already represented by   a certificate   until   the   certificate   is   surrendered to   the   corporation.

 

(c) If   shares   are   not   represented   by   certificates,   then,   within   a   reasonable   time   after   issue or   transfer   of   shares   without   certificates,   the   corporation   shall   send   the   shareholder   a   written statement   in   such   form   as   the   Board   of   Directors   may   from   time   to   time   prescribe,   certifying   as to   the   number   of   shares   owned   by   the   stockholder   and   as   to   such   other   information   as   would have   been   required   by   applicable   law   to   be   on   certificates   for   such   shares.

 

(d) If   any   person who signed (either manually   or   in facsimile) a share certificate no longer   holds   office   when   the   certificate   is   issued,   the   certificate   shall   nevertheless   be   valid.

 

Section   2.   Transfer   of   Shares .     Transfers of   shares   of   the   corporation   shall   be   made   upon its   books   by   the   holder   of   the   shares   in   person   or   by   his   lawfully   constituted   representative,   upon surrender   of   the   certificate   of   stock   for   cancellation   if   such   shares   are   represented   by   a   certificate, or   by delivery to the   corporation of such evidence of transfer as may be required by the corporation   if   such   shares   are   not   represented by   certificates.   The   person   in   whose   name   shares stand   on   the   books   of   the   corporation   shall   be   deemed   by   the   corporation   to   be   the   owner   thereof for   all   purposes   and   the   corporation shall   not   be   bound   to   recognize   any   equitable   or   other   claim to   or   interest   in   such   share   on   the   part   of   any   other   person   whether   or   not   it   shall   have   express   or other   notice   thereof,   save   as   expressly   provided   by   the   laws   of   the   State   of   Florida.

 

Section 3. Lost Certificate .  The Board of Directors may direct a   new   certificate or certificates to   be issued in place of any certificate or   certificates theretofore issued by the corporation   alleged   to   have   been   lost   or   destroyed,   upon   the   making   of   an   affidavit   of   that   fact   by the   person c laiming their certificate of   stock to   be   lost or   destroyed.  When authorizing such issue   of   new   certificate or   certificates, the Board of   Directors may,   in   its   discretion and as   a   condition   precedent to the issuance thereof, require the owner of such lost or destroyed certificate   or   certificates, or   his   legal   representative,   to   advertise   the   same   in   such   manner   as   it shall   require and/or   to   give   the   corporation a   bond in   such sum   as   it   may   direct as   indemnity against   any   claim   that   may   be   made   against   the   corporation   with   respect   to   the   certificate   alleged to   have been lost   or   destroyed.  However, in   its sole discretion, the   Board of   Directors may choose   not   to   direct   the   creation   of   a   new   certificate, but   instead direct   that   upon   receipt   of   such affidavit,   bond   and   other   acts   as   it   may   require as   set   forth   above,   the   shares   represented by   the lost or destroyed ce rtificate shall thenceforth be deemed uncertificated shares.  Within a reasonable time thereafter, the corporation will send the shareholder a written statement as required   by   applicable   law   and   described   in   Section   1 (c)   above.

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ARTICLE VIII

RECORD DATE

 

Section   1. In   General .     The   Board   of   Directors may   fix   in   advance a   date   as   the   record date   for   the   purpose   of   determining shareholders entitled to   notice   of   a   shareholders'   meeting, entitled   to   vote,   or   take   any   other action.     In   no   event   may   a   record   date   fixed   by   the   Board   of Directors   be   a   date   preceding   the   date   upon   which   the   resolution   fixing   the   record   date   is   adopted or a   date more than seventy (70)   days before   the   date of   meeting or action requiring   a determination   of   shareholders.

 

Section 2. Special Meeting .     The record date   for determ ining shareholders entitled   to demand   a   special   meeting   shall   be   the   close   of   business   on   the   date   the   first   shareholder   delivers his   or   her   demand   to   the   corporation.

 

Section   3. Absence   of   Board   Determination   for   Shareholders'   Meeting .     If   the   Board   of Directors   does   not   determine   the   record   date   for   determining   shareholders entitled   to   notice   of and   to   vote   at   an   annual   or   special   shareholders'   meeting, such   record   date   shall   be   the   close   of business   on the   day   before   the   first   notice   with   respect   thereto   is   delivered   to   shareholders   in accordance   with   Section   4   of   Article   II.

 

Section 4. Adjourned   Meeting .     A   record date   for   determining shareholders entitled   to notice   of   or   to   vote   at   a   shareholders'   meeting is   effective   for   any   adjournment of   the   meeting unless the Board of Directors fixes a   new   record   date,   which i t must do if the meeting is adjourned   to   a   date   more   than   120   days   after   the   date   fixed   for   the   original   meeting.

 

ARTICLE   IX

DIVIDENDS

 

The   Board of   Directors may   from   time to   time declare, and   the   corporation may   pay, dividends on   its   outstanding shares of capital stock in the manner and upon the   terms and conditions   provided   by   the   Articles   of   Incorporation and   by   law.   Dividends   may   be   paid   in   cash or   property, including shares of   stock or other securities of the corporation, subject to   the provisions   of   the   Articles   of   lncorporation   and   applicable law.

 

ARTICLE   X

FISCAL YEAR

 

The   fiscal   year   of   the   corporation shall   be   the   twelve   (12)   month   period   selected   by   the Board   of   Directors   as   the   taxable   year   of   the   corporation   for   federal   income   tax   purposes,   unless the   Board   of   Directors   establishes   a   different   fiscal   year.

 

ARTICLE XI

SEAL

 

The   corporate   seal   shall   bear   the   name   of   the   corporation,   which   shall   be between   two concentric   circles,   and   in   the   inside   of   the   inner   circle   shall   be   the   calendar   year   of   incorporation.

 

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ARTICLE   XII

STOCK IN OTHER CORPORATIONS

 

Unless   otherwise directed   by   the   Board of   Directors, the   Chief Executive Officer   shall have   power   to   vote   and   otherwise act   on   behalf   of   the   corporation,   in   person   or   by   proxy,   at   any meeting of shareholders of,   or   with r espect to   any action of shareholders of, any other corporation   in   which   this   corporation may   hold   securities and   to   otherwise exercise   any   and   all rights   and   powers that   the   corporation may   possess by   reason   of   its   ownership of   securities in other   corporations.

 

ARTICLE XIII

AMENDMENTS

 

T hese   Bylaws   may   be   altered, amended   or   repealed   and   new   Bylaws   may   be   adopted   by the   Board   of   Directors   or   the   shareholders,   provided   that   the   Board   of   Directors   may   not   amend or   repeal   any   Bylaw   or   Bylaws   if:   (a)   the   Articles   of   lncorporation   or   applicable   law   reserves   the power   to   amend   the   Bylaws   generally or   the   particular Bylaw   or   Bylaws   in   question   exclusively to   the   shareholders;   (b)   the   shareholders,   in   taking   action   with   respect   to   the   Bylaws   generally   or a   particular Bylaw provision,   provide expressly that the   B oard   of   Directors may not   amend   or repeal   the   Bylaws   or   that   Bylaw   provision; or (c)   the   Bylaw   or   Bylaws   in   question   have   been altered,   amended   or   adopted   by   a   vote   of   the   shareholders,   until   a   period   of   two   (2)   years   shall have   expired   since   such   vote   of   the   shareholders.  Any   Bylaw   or   amendment to   a   Bylaw   adopted by   the Board of Directors may be altered, amended or repealed by   vote of the   shareholders entitled   to   vote   thereon,   or   a   new   Bylaw   in   lieu   thereof   may   be   adopted   by   the   shareholders.

 

 

 

REVISED   AND   ADOPTED   6/18/1992   AND   4/29/2003   AND   12/4/2003   AND   11/2/2004   AND

12/8/2004 AND   11/1/2005 AND   12/27/2005 AND 7/30/2007 AND 10/22/2008 AND   10/27/2009   AND   7/26/2011 AND 11/17/2015

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CryoLife

Code of

Conduct

 

 

ETHICAL DECISION MAKING

 

The CryoLife Code of Conduct (the “Code”) is a summary of the principles and standards of business conduct expected of all employees wherever you operate, providing you with practical guidance on how to deal with important ethical issues to ensure integrity in our daily business activities.

 

All of our officers, directors and employees must conduct themselves accordingly and seek to avoid the appearance of improper behavior. The Code may also be provided to and followed by the Company’s other agents and representatives, including consultants.

 

If the Code conflicts with applicable laws, rules or regulations, you must comply with such laws, rules or regulations. It is important that you know both the local rules and the Code. Where local laws or local industry codes are stricter than this Code , you must comply with the stricter regulation , absent approval from the Chief Compliance Officer . If you are concerned about such conflicts, you should ask CryoLife’s Chief Compliance Officer how to handle the situation before proceeding.

 

Th is Code sets the standard that every employee and consultant is expected to meet regardless of location or position . It is also intended to provide general guidance on situations that may arise in your day-to-day activities on be half of CryoLife. This Code also tells you where you can find more detailed information on any of the topics covered and who you can contact for help in resolving problems.

 

While our C ode discusses many areas of potential ethical or legal misconduct, it cannot, and does not try to, address every situation that may occur in our workplace. You must therefore familiarize y oursel f with and follow the policies, procedures and laws that apply to y our particular job. If you ever have questions about this Code, please contact the Chief Compliance Officer .  

 

If you do not comply with the provisions of this Code and other CryoLife policies and procedures, you could be disciplined or fired. You could also face criminal penalties and civil liabilities for violating the standards outlined in this Code.

 

We strongly encourage all employees and consultants to notify their manager or the Chief Compliance Officer if they are aware of any violation of this Code, CryoLife policy or legal requirement. You can submit your concern anonymously to ___________. CryoLife will investigate reported concerns impartially and will not permit any retaliation against you for reporting suspected violations in good faith.  

 

We expect employees to follow this Code in letter and in spirit. If you have questions concerning the proper course of action, please consult your immediate supervisor, the H uman R esources department, or the Chief Compliance Officer for direction.  

 

 

 

 

C:/PROGRAM FILES (X86)/MICROSOFT OFFICE/MEDIA/CAGCAT10/J0195384.WMF   W e expect our leaders to lead by example and reinforce the principles of our Code throughout all levels of our workforce.

 

 

 

My Personal Responsibilities

In E thical Decision Making

 

All CryoLife employees are accountable and responsible for fully understanding and complying with this Code , as well as all laws, regulations, and all other CryoLife policies and guidelines that are related to their jobs.

 

 

All Employee s Must:

 

·

Read, understand and comply with this Code, as well as have a general awareness of relevant laws, regul a tions and all other Company policies and guidelines. CryoLife will provide training, guidance and access to those laws, regulations and policies that are applicable to your particular job.

·

Participate in required training and educational programs/events .

·

Obtain guidance for resolving a business practice or compliance concern if you are uncertain about how to proceed in a particular situation .

·

Recognize and report possible violations of this Code, CryoLife policy, or applicable laws and regulatory requirements .

·

Cooperate fully in any investigation .

·

Make a commitment to conduct yourself with integrity, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships .

·

Provide full, fair, accurate, timely and understandable disclosure in Company reports and documents including those file d with or submitted to the Securities and Exchange Commission .

·

Act with integrity.

 

 

 

 

 

 

 

 

 

 

 

 

 

My Personal Responsibilities

In E thical Decision Making

CryoLife Supervisor s and Manager s :

 

E ach leader at CryoLife has the increased responsibility of leading by example and serving as a role model. We rely on our leaders to reinforce the principles of our Code and Core Values throughout all levels of our workforce.

 

We expect our leaders to serve as positive role models and to inspire others to embrace our Code by:

 

·

Praising integrity

·

Encouraging and respecting ethical decision-making

·

Creating a work environment where employees and consultants feel comfortable raising questions or concerns

·

Preventing retaliation against those who speak up

·

Helping employees resolve any questions or concerns and/or escalating issues when they arise

 

 

Each Senior Financial Professional Must Also:

 

Our S enior Financial Professionals and those responsible for our financial reporting face additional responsibilities and are required to sign the Code of Ethics for Senior Financial Officers which imposes strict obligations on them to take careful steps to assure that the Company proper l y tracks and reports our financial performance.

 

Link to Code of Conduct for Senior Financial Professionals

 

Speaking Up

& Reporting Concerns

 

You are obligated to report situations that may involve violations of this Code, policies and procedures, or applicable laws, and failure to do so is itself a breach of our Code.

 

 

Channels Available for Seeking Guidance in Reporting:

 

 

 

 

 

 

Your immediate supervisor : Y our managers are excellent resources for guidance on concerns related to job-specific duties, co-worker conflict, discipline disputes, promotion or transfer opportunities and work environment issues.

 

Chief Compliance Officer or Human Resources department :   T h ese   individuals ha ve expert knowledge of federal and international standards of conduct as they relate to business finance, law and ethics.

 

Ethics and Compliance Hotline : The confidential third- party hotline is available 24 hours a day/7 days a week for reports of suspicious compliance violations. Your phone call or online submission will be anonymous and a reference number is issued. Providing the reference number allows you to check on the status of the case. Outside the U.S. , the hotline may be restricted to receiving only specific types of reports, as there may be different legal requirements.

 

 

 

 

 

 

 

 

 

 

 

 

 

Speaking Up

& Reporting Concerns

 

Discipline & Zero Tolerance for Retaliation

 

It is the responsibility of every employee who becomes aware of or has reason to suspect activity that is illegal or potentially illegal to report such activity to the Company , including but not limited to, any materials related to the Company’s financial statements or compliance with SEC laws or regulations, and accounting or auditing matters. Failure to make such a report i s a violation of the Code and employees may be subject to disciplinary action up to and including termination or disaffiliation with the Company, and/or possible civil or criminal liability/prosecution for failing to timely report such matters .

 

CryoLife will not tolerate any form of retaliation against you for any report you making in good faith under this Code . Reporting in good faith means that you share full and accurate information , which you believe to be true, about the situation. Any person who , on behalf of the Company, commits or condones any form of retaliation will be subject to disciplinary action up to, and including termination, consistent with local law.

 

Link to Reporting Procedures

 

 

 

 

Compliance Hotline

 

Easy-to-use Confidential Reporting Hotline

 

 

 

C:/USERS/COLLETTA/APPDATA/LOCAL/MICROSOFT/WINDOWS/TEMPORARY INTERNET FILES/CONTENT.IE5/BFQKLRXI/TELEPHONE_LOGO[1].GIF

 

 

 

 

 

 

 

C:/USERS/COLLETTA/APPDATA/LOCAL/MICROSOFT/WINDOWS/TEMPORARY INTERNET FILES/CONTENT.IE5/KOY6X5S3/LARGE-COMIC-EYES-AND-FEET-ASKING-QUESTION-33.3-13982[1].GIF

 

 

Q: I’m concerned abo ut reporting a suspected violation. What if I am wrong and it gets me in trouble, or hurt s someone’s reputation?

 

A:   We prohibit retaliation against employees who make reports made in good faith, even if their report s turn out to be un substantiated .   We are committed to conducting i nvestigations in a prompt, objective, and fair manner. We will keep investigations confidential, to the extent we can and as appropriate. Allegations made maliciously in bad faith may be subject to disciplinary action.

 

 

 

 

 

Q: Michelle works in Accounting. Her manager asked her to perform a task that Michelle knows violates our Code. When she expressed her concerns to her manager, her manager told her that he doesn’t care what the Code says and that he will take full responsibility if there is any trouble. Michelle is afraid that he’ll retaliate against her if she reports the matter. What should she do?

 

A: Michelle should report the situation right away to the Chief Compliance Officer, the Human Resources department or the Compliance Hotline . If she follows her manager’s instructions and violates our Code, they will both be in violation of our Code. CryoLife will protect Michelle from any retaliation that results from her good faith report.

 

 

 

 

C:/USERS/COLLETTA/APPDATA/LOCAL/MICROSOFT/WINDOWS/TEMPORARY INTERNET FILES/CONTENT.IE5/KOY6X5S3/LARGE-COMIC-EYES-AND-FEET-ASKING-QUESTION-33.3-13982[1].GIF

 

 

Q: What happens when I call the Compliance Hotline?

 

A: The Compliance Hotline is a third-party service that accepts calls 24-hours a day. A Compliance Hotline representative will record the information or report you wish to provide, and route it to the appropriate Company contact for investigation. You have the option to provide information anonymously. We encourage you to be as factual and objective as possible when reporting your observations.

 

 

 

Q: During a department presentation I asked a question. I felt the response I received was abusive and I felt humiliated. Several other people in the room started to laugh. Is this okay?

 

A: CryoLife encourages open communication, differing opinions on issues and healthy debate when decisions are being made. However, when we disagree , it must be done professionally and respectfully. Talk to the individual who made you uncomfortable, or contact your manager or someone in Human Resources.

 

 

 

Q: My co-worker circulated an email that was offensive to me. What should I do ?

 

A: First, ask the co-worker to stop sending you these types of emails . If you are not comfortable speaking directly with the co-worker or the co-worker does not stop sending these types of emails, you should contact your immediate supervisor, a member of the Human Resources department or the Chief Compliance Officer.

 

 

 

Our Commitment

To Fellow Employees

 

 

Our greatest strength is our employees. We treat all of our colleagues fairly, honestly and with respect, and we must encourage each other as we work toward common goals and set a higher standard.

 

 

Personal Conduct

 

We respect and promote the diversity of our workforce

 

We do not make employment-related decisions based on a person’s race, color, religion, sex, sexual orientation, gender identity, national origin, disability, protected veteran status, or any other basis protected by law.

 

 

We behave professionally

 

What we do and how we are perceived reflects the professional image of the Company. Behaving and dressing in a professional manner is just one of the ways we demonstrate respect for those we work with and serve. Carefully consider safety and cultural expectations and norms for professional dress.

 

We have zero tolerance for harassment

 

Harassment, whether sexual or non-sexual in nature, of or by any employee, contractor, supplier or customer, while on Company property will not be tolerated in any form. While standards and definitions of harassment may vary from country to country, harassment comes in many forms and constitutes any unwelcome behavior that has the purpose or effect of creating an intimidating, offensive or hostile work environment. If you experience or suspect harassment, report the situation immediately to your supervisor or any member of management, Human Resources, or the Chief Compliance Officer.

 

 

 

 

 

 

 

 

 

Workplace Health and Safety

 

We conduct our operations with the highest regard for the health and safety of our employees, customers and the general public. Each employee is responsible for maintaining a safe workplace. Therefore, each employee must comply with applicable health and safety rules as well as the rules and regulations legally required. To achieve this goal, we cooperate with and support appropriate accident protection efforts.

 

 

Alcohol & Drugs

 

We may never work or attend work related events while under the influence of alcohol, illegal drugs, misused prescription drugs or controlled substances. The Company prohibits the illegal use, possession, sale, manufacture or distribution, of illegal drugs, alcohol, or other controlled substances on its property . The Company reserves the right to perform random drug testing and /or alcohol screening .  

 

Our Company makes an exception for minimum alcohol usage at specific Company events where alcohol is served, subject to applicable local law.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Injury & Illness

 

 

Incidents, even if they do not result in injury, are to be reported for evaluation and tracking. By assessing and addressing any incident, potential lost time injuries and serious system failures can be averted. It is imperative that you notify your supervisor immediately for exposure injuries and within 24 hours for all other injuries that an accident has occurred .   Employees may be asked to submit to a drug or alcohol screen after an OSHA recordable accident.

 

 

 

Our Commitment

To Fellow Employees (con’t)

 

 

 

Workplace Violence

 

Violence or threats of violence , either implied or direct, of any kind by an employee, client, vendor, or any other person are strictly prohibited at the workplace. Such conduct will not be tolerated and will result in prompt and remedial action, up to and including termination. All employees are urged to come forward in the event that they become aware of any type of potential or actual threat or violence or in any situation in which they observe or learn of any threat or violence at the workplace. An immediate investigation will occur when any such report is made. Retaliation against a person who makes a complaint regarding violent behavior or threats of violence is also prohibited. In addition, weapons of any kind are not allowed in the workplace.

 

 

 

 

 

 

 

Gifts

 

As a general rule, giving and accepting gifts or entertainment from competitors, customers, suppliers or potential suppliers is not acceptable, ( unless the gift is consumable or is valued at $5 0 .00 or less ), as such activities could be percevied by others to improperly influence business decisions .   I nteraction s with competitors, customers, vendors (including our auditors), s uppliers, or potential suppliers should have the primary focus of business topics. F or these reasons, all gifts (other than consumables or gifts valued at less than $50.00) or you intend to give to ,   or have received from, any of the persons identified above   need to be reported to the Chief Compliance Officer to ensure compliance with this Code and applicable laws.

 

Gifts to government officials and employees and gifts to healthcare providers are a subject of special concern and are discussed in more detail below.

 

Occassionally, there may be times when refusing a non-comsumable  gift or a gift valued at more than $50.00 would be impracticable or embarrassing. In these rare instances, accept the gift on behalf of CryoLife and then, as soon as reasonably possible, notify and the turn the gift over to the Chief Compliance Officer , who will dete rmine how best to handle i t.

 

* The section above does not apply to gifts between fellow CryoLife employees

 

 

 

 

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Q: I have a business I run outside the Company, can I use the Company’s computers and internet to run this business?

 

A: No. You cannot use any Company resources to run a personal business.

 

 

 

Q: I was working late last night at the office. When I went to use the photocopier I found a small stack of records in the sorter. I noticed that the copies contained payroll information for our department. There is a lot of personal information on these forms. I don’t want to get anybody in trouble, but I don’t think it is right that this kind of information is out there for all to see. What should I do?

 

A: You sho uld turn the papers in to Human Resources immediately and by confidential means. You should also report your discovery and your actions to your supervisor. Protecting confidentiality and privacy is the personal responsibility of each employee.

 

 

 

 

Q: While working, Antonio notices that a part on the forklift he is using is broken. The machine still seems to be running properly. Antonio isn’t sure whether anyone else is aware of the broken part. What should he do?

 

A: Antonio should report the situation to his manager immediately, even if he believes someone else may have already raised a concern and the forklift seems to be working properly. We must always follow safe working procedures to prevent the occurrence of any accidents.

 

 

 

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Q: I suspect that my co-worker is abusing prescription drugs. Since this is not an illegal substance, should I tell someone?

 

A: Abuse of legally prescribed drugs can be as dangerous as abuse of illegal substances. Talk to your co-worker if you are comfortable doing so. Otherwise, share your concerns with your manager, Human Resources or report your concern to the Compliance Hotline.

 

 

 

Q: What should I do if there is an accident at work in which no one is injured?

 

A: You must report all accident s , no matter how small, so that potentially dangerous conditions are identified and corrected before serious injuries occur. This permits the Company to maintain a high safety level for its employees.

 

 

 

Q: John is attending an after-hours, CryoLife sponsored event at which alcohol will be served. May he drink a beer while there?

 

A: Assuming John is over the legal age f or consumption of alcohol in the event   location , he may consume alcohol at Company sponsored events or meetings where alcohol is made available, so long as he drinks in moderation .   He should not   be allowed to   operate a vehicle o r machinery while impaired.

 

 

 

Our Commitment

To Fellow Employees (con’t)

 

Use of Company Computers and Networks

 

The high-speed global communications available through the internet have and continue to change the ways companies do business. However, these technological advances also present risks. As needed, the Company monitors computer use by employees, including internet use and, in certain cases, email use.

 

·

L og off y our workstation and never share y our passwords

·

D o not install, share or copy software programs or perform any other acts that would violate a vendor’s software license agreement or organizational policies. R eport information security weaknesses and suspected or actual instances of computer and information theft or abuse to the IT help desk.

·

U se Company equipment, including computers and email, for business purposes during working time .   Any person al use of Company equipment must occur during non-working time, and should be in compliance with local law .  

·

T reat mobile devices and portable storage devices as Company property. If an employee uses his or her personal mobile device for business use, all Company data remains the property of CryoLife.

·

P rotect the Company’s assets and ensure their efficient use. Theft, damage, carelessness, and waste have a direct impact on the Company’s profitability.

 

 

 

 

 

 

 

 

 

 

 

Our Commitment

To Fellow Employees (con’t)

 

Use of Social Media

 

“Social Media” includes any digital communication channels that allow individuals to create and share content and post comments.

 

Employees must comply with all Company policies in their use of social media. Company policies apply to communications related to job responsibilities and to personal communications that may impact the Company.

Employees should not be discourteous or disrespectful to a customer or any member of the public while in the course and scope of Company business . Employees should be mindful of the content created, shared and posted, remembering that the internet is a public place. Do not disclose Company confidential information including financial data or other non-public proprietary Company information. Do not share confidential information regarding our business partners, vendors or customers. Always use good judgment when engaging in social media.

 

The Company’s full policy related to employee online activity is available [here].

 

Our Commitment

To Fellow Employees (con’t)

 

 

Employee Travel & Expense

 

Employees may be reimbursed for ordinary, reasonable and necessary travel expenses when directly connected with or pertaining to the transaction of Company business.

 

Employees are expected to exercise prudent business judgment regarding expenses covered by the policy. Employees submitting expenses that are not in compliance with this policy risk delayed, partial or forfeited reimbursement. Cases of significant abuse may result in disciplinary action, up to and including termination. For details regarding transportation, lodging, meals, and entertainment, and other reimbursable expenses, please refer to the Travel policy. Questions or further information regarding this program should be addressed to the appropriate head of Finance.

 

Link to CryoLife Travel Policy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Our Commitment

To Fellow Employees (con’t)

 

 

Engaging in Government and Political Activities

 

CryoLife is committed to citizenship and community involvement. Employees are free to contribute their time and support to candidates, parties and civic organizations. However, an employee’s individual involvement must be totally voluntary, on the employee’s own time and at the employee’s own expense.

 

Our Company will only make political contributions as permitted by law and only when approved in advance by the Chief Compliance Officer .  As such, CryoLife will not directly or indirectly reimburse employees, officers, or directors for contributions to political parties, leaders, or candidates.

 

Importantly, CryoLife is not permitted to make political contributions in Great Britain, France or Belgium.

 

 

 

 

 

 

 

 

OUR COMMITMENT

TO OUR CUSTOMERS AND SUPPLIERS

 

We work to maintain CryoLife’s reputation for integrity and dealing fairly with our customers and our suppliers.

 

 

 

Purchasing Practices

 

The selection of suppliers will be made on the basis of the total value they will provide to the Company. This includes suppliers complying with applicable laws and regulations related to labor, health and safety, and the environment. Suppliers who are also Company customers will receive no advantage in Company purchasing decisions. Purchases and sales should be viewed independently and analyzed solely on the basis of their impact on the Company’s business.

 

 

Product Quality

 

Our customers choose CryoLife because we provide a consistently superior product and service. Ensuring that our products and services are of the highest quality is critical to our success. We must eac h be aware of and follow our own quality policies and procedures and Food and Drug Administration standards , as well as the standards of governmental or competent authorities in other countries, that protect the quality of our products and services. In addition, we expect our suppliers to assure the quality and safety of the materials and services they provide to CryoLife.

 

Link to Quality Policy

 

 

 

 

 

 

 

 

 

 

 

 

 

OUR COMMITMENT

TO OUR CUSTOMERS AND SUPPLIERS

 

 

 

Advertising & Product Promotion

 

All of our products and services must be distributed solely on the basis of legal factors, such as price, quality and service. Our policy is that all promotional materials and communications pertaining to our Company and its products and services will be compliant with legal and regulatory standards.

 

Our advertising should always be truthful, and specific claims must be fair and substantiated. No employee should engage in either deceptive advertising or questionable promotional activities.

·

We strictly prohibit the promotion of CryoLife products or services for use other than for those indications cleared or approved by the FDA or relevant government or competent authority for that country.

·

We have a document review process to ensure custom er-facing documents are evaluated to minimize the risk of inaccurate information .

 

 

 

 

 

 

Protecting P rivate Information    

 

In the United States, the Health Insurance Portability and Accountability Act of 1996, as amended by the 2009 Health Information Technology for Economic and Clinical Health Act (HITECH), and the related regulations (collectively HIPAA) establish standards in the U.S. for the privacy and security of individually identifiable health information.   CryoLife complies with applicable privacy and data protection laws, regulations, and treaties in order to protect personal information that the Company collects from or maintains about customers, patients , employees or others.

 

 

 

Intellectual Property and Confidential Information

 

Confidential information is information that is not generally known or readily available to others but of value to the Company or its competitors. Confidential information includes financial or technical data, plans for acquisitions or divestitures, new products, marketing strategies, major contracts, business plans, and significant corporate developments.

 

CryoLife invests substantial resources in developing proprietary intellectual property and confidential information. CryoLife protects its intellectual property by seeking patent or   trademark protection , as well as maintaining the confidentiality of our trade secrets . Accordingly, we respect the intellectual property of others.

 

Employees shall maintain the confidentiality of any non-public information learned in the performance of their duties, except when disclosure if authorized or legally mandated.

 

 

 

 

Anti-Kickback and Ethical Interactions with Health Care Professionals

 

The Federal Anti-Kickback Statute prohibits the offering of funding or the provision of any other items of value with the intent to induce or reward the use of healthcare products that are reimbursed by federal healthcare programs. Such practices may result in felony conviction punishable by fines and imprisonment.

 

The Company is committed to maintaining ethical interactions with individuals or entities involved in the provision of health care services an d/or items to patients, or with or entities which purchase, lease, recommend, use, arrange for the purchase or lease of, or prescribe Company products (“Health Care Professionals” or “HCPs”). Collaboration between HCPs and the Company is important for promoting the advancement of Company technologies, the safe and effective use of Company products, encouraging bona fide research and education, and fostering charitable giving.

 

However, as interactions with HCPs are governed by laws, such as the federal Anti-kickback Statute and state counterparts, as well as other applicable regulations and government guidance (“Applicable Laws”), Company employees must ensure that all interactions with HCPs are in full compliance with applicable laws and ethical business practices. Accordingly, the Company has adopted the AdvaMed Code of Ethics on Interactions with Health Care Professionals (“AdvaMed Code”) to ensure compliance by Company employees and agents.

 

 

 

 

 

 

 

 

OUR COMMITMENT

TO OUR CUSTOMERS AND SUPPLIERS

For any questions concerning interactions with HCPs contact the Company’s Chief Compliance Officer at compliance@cryolife.com . Maintaining compliance with applicable laws and regulations helps to ensure that decisions made regarding our products are with the best interests of the patients in mind .

 

CryoLife compl ies with the Physician Payment Sunshine Act that is part of the Patient Protection and Affordable Care Act of 2009 (H.R. 3590, section 6002) which was signed into law on March 23, 2010. In addition, certain states such as Massachusetts and Nevada have enacted specific laws to promote transparency in industry collaboration with HCPs. This Code also incorporates compliance with such state laws by reference.

 

Finally, providing gifts to HCPs is prohibited under the AdvaMed Code of Ethics on Interactions with HCPs, which CryoLife adopted into practice and incorporated into the relevant policy. For any questions related to this matter, please contact the Chief Compliance Office r at compliance@cryolife.com .

 

Link to AdvaMed website

 

 

 

 

 

OUR COMMITMENT

TO OUR CUSTOMERS AND SUPPLIERS

 

We must maintain the trust of our Company owners

 

 

 

Conflicts of Interest

 

Each employee has a duty to avoid not just an actual conflict of interest but even the appearance of a conflict of interest. As a standard business practice, conflict of interest disclosures are made at the time of hire and employees are expected to update them as applicable.

 

A conflict of interest exists when our personal or outside interests interfere in any way with the interests of the Company. A conflict situation can arise if an employee, officer or director (or a family member) takes actions that make it difficult for him or her to perform duties objectively and in the best interests of the Company, as well as if he or she receives improper personal benefits from those actions .

 

 

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Q: For several years, I have managed the relationship with a sales representative of a CryoLife supplier. During this time we have become friends and occasionally meet for dinner outside of work to catch up with one another. We rarely discuss business unless something out of the ordinary if going on. Do I need to notify anyone of this relationship?

 

A: Yes. The relationship could create a conflict of interest and should be disclosed to your immediate supervisor. By being transparent about the relationship, it can be reviewed to determine if any changes are necessary.

 

OUR COMMITMENT

TO OUR CUSTOMERS AND SUPPLIERS

 

 

Conflicts of interest can take many forms, not all of which can be addressed by this Code. The following are examples of conflicts of interest and must be avoided:

·

Holding a substantial equity, debt or other financial interest in suppliers, customers or competitors;

·

Buying or selling securities of any other company using non-public information obtained in the performance of your employment duties or providing such information to others;

·

Outside consulting or employment relationships that conflict with your obligations to CryoLife;

·

Outside business activity that is competitive with any Company business; or

·

Service on a board of directors of any customer, supplier or competitor, except when such service is known to the Company and approved in advance by the Chief Compliance Officer, or in the case of the Chief Compliance Officer, by the CEO.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OUR COMMITMENT

TO OUR CUSTOMERS AND SUPPLIERS

 

 

Securities Laws & Regulations, and Insider Information

 

CryoLife is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices.

 

Company policy forbids unauthorized disclosure of material non-public information about the Company or the companies it deals with, and both Company policy and the law forbid profiting from material non-public information relating to the Company or the companies with whom we do business.  

 

Material information includes any information that a reasonable investor is likely to consider important in determining whether to buy, sell or hold securities. Examples include:

·

Internal financial information;

·

Commencement of a new business or development or approval of a new product or technological breakthrough; or

·

Contemplated acquisition of another company or disposition of an existing business to another company.

 

Information is considered non-public if it has not been disseminated in a manner making it available to investors, such as disclosure in the Company’s quarterly conference calls with investors or periodic reports to its stockholders, inclusion in a press release or widely reported in the media, and investors have a reasonable period to react to the information.

 

 

 

 

 

 

 

 

 

 

OUR COMMITMENT

TO OUR CUSTOMERS AND SUPPLIERS

 

 

 

 

 

Accordingly, an employee who knows material information about CryoLife or the companies it deals with that has not been disclosed to the public must keep such information confidential. It is a violation of United States law to purchase or sell securities on the basis of such important non-public information. Employees may not do so and may not provide such information to others for that or any purpose.

 

Employees uncertain about the rules on buying or selling Company securities, or securities of companies familiar to them as Company employees, should consult the Company’s General Counsel before making any purchases or sales.

 

Link to Insider Trading Policy

 

 

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Q: I have an urgent need for cash and want to sell my CryoLife stock. But I’m nervous about doing that now because I’m aware of a big event happening within our Company that is not public information.

 

A: Contact the Chief Compliance Officer for guidance.  

 

 

 

OUR COMMITMENT

TO OUR CUSTOMERS AND SUPPLIERS

 

 

Antitrust, Fair Pricing, & Fair Dealing

 

Antitrust laws are designed to maintain a free, open and competitive marketplace. Under these laws, competitors compete fairly and do no engage in activities or negotiations that would obstruct competition. No employee of CryoLife shall engage in anti-competitive conduct in violation of any antitrust or competition law.

 

We have made a commitment to deal lawfully with all our actual or potential customers, suppliers and other business partners. We never misrepresent the quality, features or availability of our products or services. Moreover, no employee shall take unfair advantage of any customer, supplier, competitor or other person through manipulation, concealment, misrepresentation of material facts or other unfair-dealing practice.

 

Accordingly, it is Company practice that employees must not discuss pricing, bids, advertising, territories, customers, etc. with competitors or attend/participate in any meeting where such matters are discussed.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OUR COMMITMENT

TO OUR CUSTOMERS AND SUPPLIERS

 

 

Employees should avoid the following prohibited conduct:

 

·

Any collaborative action with a competitor without prior advice from CryoLife’s General Counsel;

·

Agreements or understandings with competitors, either directly or through others, to fix prices, divide c ustomers or allocate territories, or restrict sales;

·

Exchange of pricing or other proprietary information with competitors;

·

Illegal tying, illegal price discrimination, or refusal to deal; and

·

Any action that could have an improper anti-competitive effect.

 

 

 

 

OUR COMMITMENT

TO THE PUBLIC

 

 

Anti-Corruption

 

The Company strives to maintain the highest ethical and legal standards. We understand and comply with the public sector contracting and procurement laws, such as the Foreign Corrupt Practices Act (FCPA) and other international laws where the Company conducts business. This includes any payments to health care professionals, who in many foreign countries are considered public officials as a result of their employment or reimbursement by a publicly funded health system or insurance company.

 

·

Our Company prohibits direct or indirect payment of any funds, or the providing of any gift or financial benefit, to any foreign government official, officials of public international organizations, candidates for foreign political office, party official or representatives of a government official, candidate or political party, or to any other person with the knowledge that the payment, gift or financial benefit will be offered, given or promised to any such person.

·

It is not acceptable to offer or accept any gifts, gratuities or entertainment to or from an official of any domestic or international government without the express written permission of the Chief Compliance Officer .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OUR COMMITMENT

TO THE PUBLIC

 

 

 

 

·

It is against Company policy to request reimbursement for any partisan political contributions.

·

The provision or acceptance of entertainment or other recreational activities could implicate liability for employees and the Company under applicable anti-bribery and anti-corruption laws.  

 

Please consult with the Chief Compliance Officer if you have any questions regarding these matters.

 

 

Link to FCPA Policy

 

OUR COMMITMENT

TO THE PUBLIC

 

 

 

Respect for the Environment

 

CryoLife is committed to conducting our business in an environmentally sound manner. We follow laws and regulations regarding the handling, storage, use and disposal of hazardous materials and infectious wastes.

 

 

 

External Communications

 

As a highly regulated and publicly held company, it is important to govern messaging and communication to external audiences such as financial, medical, government, customers and other public audiences.  We are committed to delivering accurate and reliable information to these audiences.

 

It is imperative that one person speaks for the Company to deliver an appropriate message and to avoid giving misinformation in any media inquiry.  Further, the company strives to anticipate and manage crisis situations in order to reduce disruption to our employees and to maintain our reputation as a high quality company. To best serve these objectives, the company will respond to the news media in a timely and professional manner only through the designated spokespersons.  In response to media or government agency inquiries, employees should respond that they are not authorized to comment on behalf of CryoLife, and that the designated company spokesperson will respond to their inquiry.  The CEO and CFO are the designated spokespersons for CryoLife.

 

 

 

 

 

 

 

 

 

OUR COMMITMENT

TO THE PUBLIC

 

 

 

 

 

 

ADMINISTRATION OF THE CODE

 

Code of Conduct Issuance of & Amendments

 

The Company’s Chief Compliance Officer is responsible for approving and issuing the Code. It is reviewed periodically by the Chief Compliance Officer , as revisions may be required due to legal or regulatory changes, changes in the business or business environment.

 

 

 

Certification

 

All employees, managers , directors and officers are required to certify that they have read, understand and are in compliance with and will continue to comply with this Code. Employees are required to certify that they have read, understand and are in compliance with the Code of Conduct annually. Under no circumstances does your failure to read the Code, sign and acknowledge or certify online exempt you from your obligation to comply with this Code.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADMINISTRATION OF THE CODE

 

Request for Waivers

 

While some standards in the Code of Conduct require strict application (and exceptions and waivers are not allowed), other do allow for waivers. For example, minor conflicts of interest may be resolved by disclosing the conflict to all interested parties.

 

Any waiver of the Code of Conduct for directors and officers may be made only by the Board of Directors and must be promptly disclosed to shareholders of the Company through the Company’s website. Employees, who are not officers and believe they merit a waiver, should first contact their supervisor. If the supervisor agrees that a waiver is warranted, the supervisor may forward a request for a waiver to the Chief Compliance Officer , where the request will be reviewed and either approved or denied.

 

 

 

 

 

 

 

 

I understand that , as a CryoLife employee, I must embrace our Code of Conduct. These principles support and promote our way of doing business and protect our employees, business relationships, financial integrity, patients and shareholder value. As a condition of my employment with CryoLife, I agree to abide by these important and sustaining rules of conduct and confirm as follows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

I Understand and Endorse the Code of Conduct and Related Policies

 

It is my responsibility to be familiar with the CryoLife Code of Conduct and related policies and procedures and to understand my obligations as outlined in this document.

 

I acknowledge that I have received a copy of this Code , read and underst oo d   it and therefore, am agree ing to this Code without limitation. I also understand that I have the responsibility to periodically review and comply with other CryoLife policies and procedures that apply to my job responsibilities at CryoLife. I confirm that I have access to these documents through the Company intranet or controlled documentation system, and , if I would like a hard copy, I know that I can ask Human Resources for one.

 

I Have an Obligation to Report Violations

 

I agree to report any actual or suspected violations of the Code, policies, laws and/or regulations of any jurisdiction. I will become aware of the various reporting mechanisms that are available to me to report issues. I understand that the Compliance Hotline is a safe and confidential way to report these violations.

 

I know that I can contact the Compliance Hot l ine at 1-800-000-0000 or www._________.com . I also understand that employees who report violations in good faith will be protected against any retaliation. I further understand that CryoLife will use the Compliance Hotline in accordance with applicable local laws.

 

I Understand and Accept the Consequences of Violating these Principles

 

I understand that a violation of the policies and ethical standards outlined in the Code or related policies will subject me to disciplinary action up to and including termination. The Code does not , and is not intended to, confer any rights or benefits of employment, or constitute an assurance of continued employment or a change in employment status.

 

 

Signature Date

 

 

Printed Name Office Location

 

 

 

 

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Q: I have just hired an employee from a competitor. May I ask the employee to divulge confidential information about his former employer?

 

A: No. It often a legal violation to obtain confidential information about a n employee’s former employer. Please contact the Chief Compliance Officer for additional guidance .

 

 

 

Q: How do I know whether I am aware of “material” nonpublic information about the Company?

 

A: Information is material if it is important to an investor making a business decision about buying or selling the company’s stock. This information includes financial performance results, business acquisitions or sales, senior management changes, government investigations, changes in significant customers and product recalls. If you are unsure whether you have material information, refrain from trading and consult your manager or the Chief Compliance Officer .  

 

Link to Insider Trading Policy

 

 

 

Q: A surgeon told me that a distributor who sells our products has invited the surgeon to be their guest for a golf weekend at a resort location. The surgeon is asking whether the invitation is appropriate because it came from our distributor, not from CryoLife.

 

A: Distributors, sales agents and other third parties that act on behalf of CryoLife may not engage in activities that would be prohibited if they were performed by an employee of CryoLife directly. You should immediately inform your manager or the Chief Compliance Officer about what you have learned concerning the distributor’s conduct.  

 

 

 

 

 

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Q: May I hire my brother to do some contract work for the Company if his rates are the best available?

 

A: No. The Company generally prohibits business dealings with employees’ family members. Regardless of your brother’s rates, the Company will not hire him to perform services under a contract if he will be working under your supervision or if you have any influence over the decision to employ him.

 

 

 

Q: I just received a call from a government agency requesting information on one of our customers. Should I provide the requested information?

 

A: T he Legal department is the designated responsible party to respond to any agency requests. Please direct all such requests to the Legal department . 

 

 

 

Q: One of the surgeons I have had interactions with regarding our product design sent me an image of one of our products, but it had confidential patient information on it that is not necessary for me to know. Can I just save it and black out the patient information?

 

A: No. You must delete the file and ask the doctor to re-send a file with the confidential information already removed. Remind the individual that we must not have any access to individual patient identifying information in these files, documents or other information received that is not necessary for our job responsibilities.

 

 

 

 

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Q: What should I do if I am attending a trade association meeting and hear several competitors discussing pricing strategy?

 

A: Do not participate in the conversation.   Immediately excuse yourself from the meeting and promptly contact the Company’s Compliance Hotline. In the United States and in many other countries, discussing these types of matters with competitors may be viewed as price-fixing and can lead to jail sentences, fines and large damage awards.

 

 

 

Q: What should I do if I come across an internet chat room that is discussing certain information I believe to be proprietary to the Company?

 

A: Immediately refer the matter to the Company’s Chief Compliance Officer . Each employee is responsible for protecting the proprietary information of the Company.

 

 

 

Q: A competitor is constantly making misleading and disparaging comparisons with our product. What can I do to counter this?

 

A: The Company expects its employees to compete vigorously and effectively but never unfairly. Therefore, you must make sure that any comparisons with the competition are fair and accurate. You should also contact the Chief Compliance Officer since certain legal remedies may be available to the Company.

 

 

 

 

 

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Q: Over the past year, I have been working very closely with one of our top vendors. During the holiday season, I received a beautiful fruit basket from the vendor. What should I do?

 

A: Accept the gift graciously , but politely advise the vendor of the Company’s policy. In the event the gift had been of su bstantial value (greater than $ 5 0 .00), report the gift to the Company’s Chief Compliance Officer . You may be required to return the gift or if it is impractical to return the gift, you should turn the gift over to the Company for charitable or other lawful uses.

 

 

 

Q: I am good friends with Susan, a representative at ABC Company. Susan told me that ABC Company just landed a big contract with CryoLife. Although an official announcement has not been made, may I purchase shares of ABC Company ?

 

A: No . This could be considered trading on the basis of material, non-public information and a violation of Company policy, as well as federal securities laws.  

 

 

 

Q: My team is behind on schedule on finishing a project and the Company is depending on us to meet the deadline. We’ve found ways to achieve the goal by skipping a couple of safety procedures. As long as we are careful, is it OK to speed up the process to meet the deadline?

 

A: No. Safety procedures are in place to keep you safe and to protect the integrity of our products and the health of those who use them . Skipping safety procedures is not allowed. Meet with your manager to develop a plan that gets the work done safely.