(a) “ Effective Date ” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs.  Notwithstanding anything in this Agreement to the contrary, if the Executive ’ s employment with the Company is Terminated by the Company without Cause or by Executive for Good Reason (as such terms are defined herein) within the six (6) month period prior to the date on which the Change of Control occurs and if such Change of Control is consummated (such a Termination of employment, an “Anticipatory Termination”), then for all purposes of this Agreement the “Effective Date” means the date immediately prior to the date of such Termination of employment.

(b) “ Change of Control Period ” means the period commencing on the date hereof and ending on December 31 of the year above; provided, however, that, commencing on December 31 of the year above, and each one -year anniversary of such date (such date and each such one -year anniversary thereof, the “Renewal Date”) unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate one ( 1 ) year from such Renewal Date, unless, at least thirty (30) days prior to the next Renewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c) “ Affiliated Company ”   means any company controlled by, controlling or under common control with the Company.

(d) “ Change of Control ” means a change in the ownership or effective control of, or in the ownership of a substantial portion of the assets of, the Company, as described in paragraphs (i) through (iii) below.

(i) Change in Ownership of the Company .  A change in the ownership of the Company shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires ownership of the Company stock that, together with the Company stock held by s uch person or group, constitutes more than 50% of the total voting power of the stock of the Company.

(A) If any one person or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, is considered to own more than 50% of the total voting power of the stock of the Company, the acquisition of additional the Company stock by such person or persons shall not be considered to cause a change in the ownership of the Company  or to cause a change in the effective control of the Company (within the meaning of paragraph (ii) below).

(B) An increase in the percentage of the Company stock owned by any one person, or persons acting as a group (within the meaning of paragraph (iv)), as a result of a transaction in which the Company acquires its stock in exchange for property, sha ll be treated as an acquisition of stock for purposes of this paragraph (i).

(C) Except as provided in (B) above, the provisions of this paragraph (i) shall apply only to the transfer or issuance of the Company stock if such stock remains outstanding after such transfer or issuance.

(A) A change in the effective control of the Company shall occur on the date that either of (1) or (2) below occurs:

(1) Any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of   the Company possessing 30% or more of   the total voting power of the stock of the Company (the provisions of Sections l(d)(i) (B) and (C) above shall apply equally to this Section l(d)(ii)(A)(l); or

(2) A maj ori ty of the members of the Company Board of Directors are replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the Board of   Directors prior to the date of the appointment or election.

(B) A change in effective con tr ol of the Company also may occur with respect to any tr ansaction in which either of the Company or the other entity involved in a transaction described in paragraph (iii) experiences a Change of Control event described in paragraphs (i) or (iii).

(C) If any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), is considered to effectively control the Company (within the meaning of this paragraph (ii)), the acquisition of additional control of the Company by the same person   or persons shall not be considered to cause a change in the effective control of the Company (or to cause a change in the ownership of the Company within the meaning of paragraph (i)).

(iii) Change in Ownership of a Substantial Portion of th e   Com p an y’s   Assets .  A change in the ownership of a substantial portion of the Company’ s assets shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent

acquisition by such person or persons ) assets from the Company that have a total gross fair market value (within the meaning of paragraph (iii)(B)) equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

(A) A transfer of the Company's assets shall not be treated as a change in the ownership of such assets if the assets are transferred to one or more of the following:

(1) A shareholder of the Company (i mmediately before the asset transfer) in exchange for or with respect to Company stock;

(2) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(3) A person, or more than one person acting as a group (within the meaning of paragraph (iv)) that owns, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of the Company; or

(4) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii)(A)(3).

(B) For purposes of this paragraph (iii), gross fair market value means the value of all the Company assets, or the value of the assets being disposed of, determined without regard to any liabilities ass ociated with such assets.

(iv) For purposes of this Section 1(d), persons shall be considered to be acting as a group if they are owners of an entity that enters into a merger, consolidation, purchase, or acquisition of assets, or similar business transaction with the Company.  If a person, including an entity shareholder, owns stock in the Company and another entity with which the Company enters into a merger, consolidation, purcha se, or acquis ition of stock, or similar   busine ss transaction, such shareholder shall be considered to be acting as a group with the other shareholders in a corporation only to the extent of the ownership  in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.  Persons shall not be considered to be acting as a group solely because they purchase or own stock of the Company at the same time, or as a result of the same public offering of   the Company ’ s stock.

(v) Under no circumstances shall the reincorporation of the Company in a different state, or any action or inaction taken in furtherance thereof, constitute a Change of Control under this Agreement, including but not limited to efforts to end incorporation in the current state of incorporation or alterations to equity that facilitate such a n event .  

(e) Terminate or Termination means a “ separation from service ” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.

(b) Good Reason .  For purposes of this Agreement, “ Good Reason ” shall mean the as signment to the Executive , without the Executive ’s consent, of any duties materially inconsistent with the Executive ’s position (including changes in status, offices, or titles and any change in the Executive 's reporting requirements that would cause Executive to report to an Executive who is junior in seniority to the employee to whom Executive reports), authority, duties or responsibilities, determined as of the later of the date of this Agreement or the date of any modification to Executive ’ s pos ition (including status, offices, titles and reporting requirements, as described above), authority, duties or responsibilities that is agreed to by Executive , or any other action by the Company that results in a material diminution in such position, authority, duties, responsibilities or Executive ’s aggregate compensation, excluding for this purpose an isolated, insubstantial and inadver t ent action taken in good faith and which is remedied by the Company within thirty (30) days after receipt of notice thereof given by the Executive (each of these an “ Event ” for purposes of this Section 4(b)).  Executive must notify the Company of any Event that constitutes Good Reason within ninety (90) days following Executive ’ s knowledge of the existence of such Event or such Event shall not constitute Good Reason under t h is Agreement.

(c) Notice of Termination .   Any Termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Term ination to the other pa r ty hereto given in accordance with Section 11(b) of this Agreement.  For purposes of this Agreement, a “ Notice of Te rm ination ” means a written notice which (i) indicates the specific te rmination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for te rmination of the Executive ’s employment under the provision so indicated and (iii) specifies the termination date (w h ich date shall not be more than thirty (30) days after the giving of such notice; provided, however, if Executive is

te rm inating for Good Reason such date shall not be less than thirty (30) nor more than forty-five (45) days after giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive ’s or the Compan y’s rights hereunder.

(d) Date of Termination .  “ Date of Te rm ination ” means the date of receipt of the Notice of Termination, or any later date specified therein, as the case may be.   The Company and the Executive shall take all steps necessary (including with regard to any post-Te rm ination services by the Executive ) to ensure that any Termination described in this Section 4 constitutes a “ separation from service ” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which the separation from service takes place shall be the “ Date of Te rm ination. ”

(a) If, during the two (2) year period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (i) the Company shall Terminate the Executive ’s employment without Cause, or (ii) the Executive shall Te rm inate employment for Good Reason, then the Company shall pay to Executive the Severance Payment (defined below).

(b) Severance Payment .  The “ Severance Payment ” shall be an amount equal to one (1) times the aggregate of Executiv e’ s base salary as of the Date of Termination and cash bonus compensation for the year in which the Termination of employment occurs.   For purposes of dete rm ining Executive ’s cash bonus compensation for purposes of this Section 5(b), if the Date of Te rm ination occurs before the awarding of bonuses for the year in which the Date of Te rm ination occurs, the cash bonus compensation component of the Severance Payment shall be computed based on Executive ’ s most recent awarded cash bonus .  Cash b onus compensation shall include only the Annual Bonus paid in cash and shall specifically exclude the value of any non-cash bonuses, such as options or restricted stock.  For the sake of cla r ification, all cash paid in payment of all or a portion of the bonus pursuant to the Company ’ s 2007 Executive Incentive Plan or any successor thereto shall be bonus compensation for purposes of this Agreement for the year in which paid or issued.   The Severance Payment shall be payable to Executive as follows:

(i) Except for the group health plan benefits payments or as otherwise provided herein, t he Severance Payment, if any is due hereunder, shall be paid to Executive in a lump sum not later than thirty (30) days following Executive 's Date of   Te rm ination , unless the Termination is an Anticipatory Termination .

(ii) In the event of an Anticipatory Termination, the Severance Payment , except for the group health plan benefits payments, shall be paid to Executive in a lump sum not later than thirty (30) days following the date of the Change of Control.

(c) Medical Coverage.  In addition, group health plan coverage for the Executive and covered dependents, with the same contribution by the Executive, will be provided as part of the Severance Payment for the lesser of twelve (12) months following the Date of Termination or until the Executive is provided comparable benefits by another employer.

(d) Separation Agreement and Release of Claims.  The receipt of any Severance Payment pursuant to this Agreement will be subject to the Executive signing and not revoking a separation agreement and release of claims in a form provided by the Company (the “Release”) , which may include restatements of covenants contained in the Employee Proprietary Information Agreement among others, and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance under this Agreement.  In no event will any Severance Payment be paid or provided until the Release becomes effective and irrevocable.  Except as required by Section 5(b)(iii), any Severance Payment that would have been made to Executive prior to the Release becoming effectiv e and irrevocable but for the preceding sentence will be paid to Executive on the first regularly scheduled Company payroll date following the date the Release becomes effective and irrevocable, and any remaining payments will be made as provided in the Agreement. 

(a) Notwithstanding anything to the contrary contained herein, the Company will not pay to Executive any excise tax gross up pursuant to this Agreement or any other agreement between Executive and the Company.  Further notwithstanding anything to the contrary contained herein, the Company shall reduce any payment contingent on a Change of Control pursuant to any plan, agreement, or arrangement of the Company that would be considered in determinin g   whether a “ parachute payment ” (as defined in Section 280 G  ( “ Section 280 G ” )  

of   the Code), has occurred ( “ Change of Control Severance Payment ” ) to 2.99 times Employe e’s average compensation, as indicated on such Empl oyee’s   Form W-2, for the five (5) years ending immediately prior to the year containing the date of the Change of Control (the “ Safe Harbor Amount ” ) if, and only if, reducing the Change of Control Severance Payment would provide Executive with a greater net after-tax Change of Control Severance Payment than would be the case if no such reduction took place.  The Safe Harbor Amount, as defined herein, is an amount expressed in present value which maximizes the aggregate present value of the Change of Control Severance Payment without causing the Change of Control Severance Payment to be subject to the excise tax under Section 4999 ( and related Section 280G ) of the Code (the “ Excise Tax ” ), determined in accordance with Section 280 G (d)(4).  Any reduction in the Change of Control Severance Payment shall be implemented in accordance with Section 7 (b).

(b) (i) Any reduction in payments pursuant to Section 7 (a) shall apply so as to minimize the amount of compensation that is reduced (i.e., it applies to payments that to the greatest extent represent parachute payments),   provided, however, no reduction shall be applied to an amount that constitutes a defe rr al of compensation under Section 409A except for amounts that have become payable at the time of the reduction and as to which the reduction will not result in a non-reduction in a corr esponding amount that is a deferral of compensation under Section 409A that is not currently payable.

(iii) For purposes of dete rm ining reductions in compensation pursuant to this Section 7(b), if any, Executive will be deemed (A) to pay federal income taxes at the applicable rates of federal income taxation for the calendar year in whic h the compensation would be payable; and (B) to pay any applicable state and local income taxes at the applicable rates of taxation for the calendar year in which the compensation would be payable, taking into account any effect on federal income taxes from payment of state and local income taxes.  Compensation will be adjusted not later than the applicable deadline under Section 409A to provide for accurate payments under the cut-back provision of this Section 7(b), but after any such deadline no further adjustment will be made if it would result in a tax penalty under Section 409A.

(c) Furthermore, notwithstanding anything in this Agreement to the contrary, aggregate Severance Payments, separation payments and/or similar payments made to Executive pursuant to this Agreement and otherwise shall be limited to the equivalent of Executive ’s salary paid during the three (3) completed fiscal years ended prior to the Date of Termination, including any bonuses and guaranteed benefits paid during those years.

(a) This Agreement is personal to the Executive and without the prior w r itten consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.   This Agreement shall inure to the benefit of and be enforceable by the Executive ’ s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same mann er and to the same extent that the Company would be required to perfo rm it if no such succession had taken place.  As used in this Agreement, “ the Company ” shall mean CryoLife as hereinbefore def in ed and any successor to its business and/or assets as aforesaid which assumes and agrees to perfo rm this Agreement by operation of law, or otherwise.

(b) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with Section 409A of the Code.

(c) The Company makes no representation or warranty as to the tax effect of any of the preceding provisions, and the provisions of this Agreement shall not be cons tr ued as a guarantee by the Company of any particular tax effect to Executive under t h is Agreement.  The Company shall not be liable to Executive or any other person for any payment made under this Agreement which is determined to result in the imposition of an excise tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to principles of conflict of laws.  Both the Executive and the Company expressly consent to the exclusive venue of and personal jurisdiction within the state and federal courts located in Georgia for any lawsuit arising from or related to this Agreement

(b) The captions of t h is Agreement are not part of the provisions hereof and shall have no force and effect.   This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(c) All notices and other communications hereunder shall be in writing and shall be given by hand delivery (which shall include delivery via Federal Express or UPS) to the other p art y or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

(d) If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreeme nt and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal; provided, however, if the provision so held to be invalid, unenforceable or otherwise illegal cannot be refo rm ed so as to be valid  and enforceable, then it shall be severed from, and shall not affect the enforceability of, the remaining provisions of the Agreement.

(e) The Company may withhold from any amounts payable under t h is Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f) This Agreement supersedes any Change of Control Agreements previously entered into by and between Executive and Company and, along with the Employee Proprietary Information Agreements and other agreements noted herein, embodies the entire agreement between the parties with respect to the subject matter addressed herein.



/s/ Scott B. Capps

Scott B. Capps



By:

/s/ J. Patrick Mackin



J. Patrick Mackin



Chairman, President and CEO

(a) “ Effective Date ” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs.  Notwithstanding anything in this Agreement to the contrary, if the Executive ’ s employment with the Company is Terminated by the Company without Cause or by Executive for Good Reason (as such terms are defined herein) within the six (6) month period prior to the date on which the Change of Control occurs and if such Change of Control is consummated (such a Termination of employment, an “Anticipatory Termination”), then for all purposes of this Agreement the “Effective Date” means the date immediately prior to the date of such Termination of employment.

(b) “ Change of Control Period ” means the period commencing on the date hereof and ending on December 31 of the year above; provided, however, that, commencing on December 31 of the year above, and each one -year anniversary of such date (such date and each such one -year anniversary thereof, the “Renewal Date”) unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate one ( 1 ) year from such Renewal Date, unless, at least thirty (30) days prior to the next Renewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c) “ Affiliated Company ”   means any company controlled by, controlling or under common control with the Company.

(d) “ Change of Control ” means a change in the ownership or effective control of, or in the ownership of a substantial portion of the assets of, the Company, as described in paragraphs (i) through (iii) below.

(i) Change in Ownership of the Company .  A change in the ownership of the Company shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires ownership of the Company stock that, together with the Company stock held by s uch person or group, constitutes more than 50% of the total voting power of the stock of the Company.

(A) If any one person or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, is considered to own more than 50% of the total voting power of the stock of the Company, the acquisition of additional the Company stock by such person or persons shall not be considered to cause a change in the ownership of the Company  or to cause a change in the effective control of the Company (within the meaning of paragraph (ii) below).

(B) An increase in the percentage of the Company stock owned by any one person, or persons acting as a group (within the meaning of paragraph (iv)), as a result of a transaction in which the Company acquires its stock in exchange for property, sha ll be treated as an acquisition of stock for purposes of this paragraph (i).

(C) Except as provided in (B) above, the provisions of this paragraph (i) shall apply only to the transfer or issuance of the Company stock if such stock remains outstanding after such transfer or issuance.

(A) A change in the effective control of the Company shall occur on the date that either of (1) or (2) below occurs:

(1) Any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of   the Company possessing 30% or more of   the total voting power of the stock of the Company (the provisions of Sections l(d)(i) (B) and (C) above shall apply equally to this Section l(d)(ii)(A)(l); or

(2) A maj ori ty of the members of the Company Board of Directors are replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the Board of   Directors prior to the date of the appointment or election.

(B) A change in effective con tr ol of the Company also may occur with respect to any tr ansaction in which either of the Company or the other entity involved in a transaction described in paragraph (iii) experiences a Change of Control event described in paragraphs (i) or (iii).

(C) If any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), is considered to effectively control the Company (within the meaning of this paragraph (ii)), the acquisition of additional control of the Company by the same person   or persons shall not be considered to cause a change in the effective control of the Company (or to cause a change in the ownership of the Company within the meaning of paragraph (i)).

(iii) Change in Ownership of a Substantial Portion of th e   Com p an y’s   Assets .  A change in the ownership of a substantial portion of the Company’ s assets shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent

acquisition by such person or persons ) assets from the Company that have a total gross fair market value (within the meaning of paragraph (iii)(B)) equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

(A) A transfer of the Company's assets shall not be treated as a change in the ownership of such assets if the assets are transferred to one or more of the following:

(1) A shareholder of the Company (i mmediately before the asset transfer) in exchange for or with respect to Company stock;

(2) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(3) A person, or more than one person acting as a group (within the meaning of paragraph (iv)) that owns, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of the Company; or

(4) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii)(A)(3).

(B) For purposes of this paragraph (iii), gross fair market value means the value of all the Company assets, or the value of the assets being disposed of, determined without regard to any liabilities ass ociated with such assets.

(iv) For purposes of this Section 1(d), persons shall be considered to be acting as a group if they are owners of an entity that enters into a merger, consolidation, purchase, or acquisition of assets, or similar business transaction with the Company.  If a person, including an entity shareholder, owns stock in the Company and another entity with which the Company enters into a merger, consolidation, purcha se, or acquis ition of stock, or similar   busine ss transaction, such shareholder shall be considered to be acting as a group with the other shareholders in a corporation only to the extent of the ownership  in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.  Persons shall not be considered to be acting as a group solely because they purchase or own stock of the Company at the same time, or as a result of the same public offering of   the Company ’ s stock.

(v) Under no circumstances shall the reincorporation of the Company in a different state, or any action or inaction taken in furtherance thereof, constitute a Change of Control under this Agreement, including but not limited to efforts to end incorporation in the current state of incorporation or alterations to equity that facilitate such a n event .  

(e) Terminate or Termination means a “ separation from service ” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.

(b) Good Reason .  For purposes of this Agreement, “ Good Reason ” shall mean the as signment to the Executive , without the Executive ’s consent, of any duties materially inconsistent with the Executive ’s position (including changes in status, offices, or titles and any change in the Executive 's reporting requirements that would cause Executive to report to an Executive who is junior in seniority to the employee to whom Executive reports), authority, duties or responsibilities, determined as of the later of the date of this Agreement or the date of any modification to Executive ’ s pos ition (including status, offices, titles and reporting requirements, as described above), authority, duties or responsibilities that is agreed to by Executive , or any other action by the Company that results in a material diminution in such position, authority, duties, responsibilities or Executive ’s aggregate compensation, excluding for this purpose an isolated, insubstantial and inadver t ent action taken in good faith and which is remedied by the Company within thirty (30) days after receipt of notice thereof given by the Executive (each of these an “ Event ” for purposes of this Section 4(b)).  Executive must notify the Company of any Event that constitutes Good Reason within ninety (90) days following Executive ’ s knowledge of the existence of such Event or such Event shall not constitute Good Reason under t h is Agreement.

(c) Notice of Termination .   Any Termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Term ination to the other pa r ty hereto given in accordance with Section 11(b) of this Agreement.  For purposes of this Agreement, a “ Notice of Te rm ination ” means a written notice which (i) indicates the specific te rmination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for te rmination of the Executive ’s employment under the provision so indicated and (iii) specifies the termination date (w h ich date shall not be more than thirty (30) days after the giving of such notice; provided, however, if Executive is

te rm inating for Good Reason such date shall not be less than thirty (30) nor more than forty-five (45) days after giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive ’s or the Compan y’s rights hereunder.

(d) Date of Termination .  “ Date of Te rm ination ” means the date of receipt of the Notice of Termination, or any later date specified therein, as the case may be.   The Company and the Executive shall take all steps necessary (including with regard to any post-Te rm ination services by the Executive ) to ensure that any Termination described in this Section 4 constitutes a “ separation from service ” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which the separation from service takes place shall be the “ Date of Te rm ination. ”

(a) If, during the two (2) year period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (i) the Company shall Terminate the Executive ’s employment without Cause, or (ii) the Executive shall Te rm inate employment for Good Reason, then the Company shall pay to Executive the Severance Payment (defined below).

(b) Severance Payment .  The “ Severance Payment ” shall be an amount equal to one (1) times the aggregate of Executiv e’ s base salary as of the Date of Termination and cash bonus compensation for the year in which the Termination of employment occurs.   For purposes of dete rm ining Executive ’s cash bonus compensation for purposes of this Section 5(b), if the Date of Te rm ination occurs before the awarding of bonuses for the year in which the Date of Te rm ination occurs, the cash bonus compensation component of the Severance Payment shall be computed based on Executive ’ s most recent awarded cash bonus .  Cash b onus compensation shall include only the Annual Bonus paid in cash and shall specifically exclude the value of any non-cash bonuses, such as options or restricted stock.  For the sake of cla r ification, all cash paid in payment of all or a portion of the bonus pursuant to the Company ’ s 2007 Executive Incentive Plan or any successor thereto shall be bonus compensation for purposes of this Agreement for the year in which paid or issued.   The Severance Payment shall be payable to Executive as follows:

(i) Except for the group health plan benefits payments or as otherwise provided herein, t he Severance Payment, if any is due hereunder, shall be paid to Executive in a lump sum not later than thirty (30) days following Executive 's Date of   Te rm ination , unless the Termination is an Anticipatory Termination .

(ii) In the event of an Anticipatory Termination, the Severance Payment , except for the group health plan benefits payments, shall be paid to Executive in a lump sum not later than thirty (30) days following the date of the Change of Control.

(c) Medical Coverage.  In addition, group health plan coverage for the Executive and covered dependents, with the same contribution by the Executive, will be provided as part of the Severance Payment for the lesser of twelve (12 ) months following the Date of Termination or until the Executive is provided comparable benefits by another employer.

(d) Separation Agreement and Release of Claims.  The receipt of any Severance Payment pursuant to this Agreement will be subject to the Executive signing and not revoking a separation agreement and release of claims in a form provided by the Company (the “Release”) , which may include restatements of covenants contained in the Employee Proprietary Information Agreement among others, and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance under this Agreement.  In no event will any Severance Payment be paid or provided until the Release becomes effective and irrevocable.  Except as required by Section 5(b)(iii), any Severance Payment that would have been made to Executive prior to the Release becoming effectiv e and irrevocable but for the preceding sentence will be paid to Executive on the first regularly scheduled Company payroll date following the date the Release becomes effective and irrevocable, and any remaining payments will be made as provided in the Agreement. 

(a) Notwithstanding anything to the contrary contained herein, the Company will not pay to Executive any excise tax gross up pursuant to this Agreement or any other agreement between Executive and the Company.  Further notwithstanding anything to the contrary contained herein, the Company shall reduce any payment contingent on a Change of Control pursuant to any plan, agreement, or arrangement of the Company that would be considered in determinin g   whether a “ parachute payment ” (as defined in Section 280 G  ( “ Section 280 G ” )  

of   the Code), has occurred ( “ Change of Control Severance Payment ” ) to 2.99 times Employe e’s average compensation, as indicated on such Empl oyee’s   Form W-2, for the five (5) years ending immediately prior to the year containing the date of the Change of Control (the “ Safe Harbor Amount ” ) if, and only if, reducing the Change of Control Severance Payment would provide Executive with a greater net after-tax Change of Control Severance Payment than would be the case if no such reduction took place.  The Safe Harbor Amount, as defined herein, is an amount expressed in present value which maximizes the aggregate present value of the Change of Control Severance Payment without causing the Change of Control Severance Payment to be subject to the excise tax under Section 4999 ( and related Section 280G ) of the Code (the “ Excise Tax ” ), determined in accordance with Section 280 G (d)(4).  Any reduction in the Change of Control Severance Payment shall be implemented in accordance with Section 7 (b).

(b) (i) Any reduction in payments pursuant to Section 7 (a) shall apply so as to minimize the amount of compensation that is reduced (i.e., it applies to payments that to the greatest extent r epresent parachute payments), provided, however, no reduction shall be applied to an amount that constitutes a defe rr al of compensation under Section 409A except for amounts that have become payable at the time of the reduction and as to which the reduction will not result in a non-reduction in a corr esponding amount that is a deferral of compensation under Section 409A that is not currently payable.

(iii) For purposes of dete rm ining reductions in compensation pursuant to this Section 7(b), if any, Executive will be deemed (A) to pay federal income taxes at the applicable rates of federal income taxation for the calendar year in whic h the compensation would be payable; and (B) to pay any applicable state and local income taxes at the applicable rates of taxation for the calendar year in which the compensation would be payable, taking into account any effect on federal income taxes from payment of state and local income taxes.  Compensation will be adjusted not later than the applicable deadline under Section 409A to provide for accurate payments under the cut-back provision of this Section 7(b), but after any such deadline no further adjustment will be made if it would result in a tax penalty under Section 409A.

(c) Furthermore, notwithstanding anything in this Agreement to the contrary, aggregate Severance Payments, separation payments and/or similar payments made to Executive pursuant to this Agreement and otherwise shall be limited to the equivalent of Executive ’s salary paid during the three (3) completed fiscal years ended prior to the Date of Termination, including any bonuses and guaranteed benefits paid during those years.

(a) This Agreement is personal to the Executive and without the prior w r itten consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.   This Agreement shall inure to the benefit of and be enforceable by the Executive ’ s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same mann er and to the same extent that the Company would be required to perfo rm it if no such succession had taken place.  As used in this Agreement, “ the Company ” shall mean CryoLife as hereinbefore def in ed and any successor to its business and/or assets as aforesaid which assumes and agrees to perfo rm this Agreement by operation of law, or otherwise.

(b) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with Section 409A of the Code.

(c) The Company makes no representation or warranty as to the tax effect of any of the preceding provisions, and the provisions of this Agreement shall not be cons tr ued as a guarantee by the Company of any particular tax effect to Executive under t h is Agreement.  The Company shall not be liable to Executive or any other person for any payment made under this Agreement which is determined to result in the imposition of an excise tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to principles of conflict of laws.  Both the Executive and the Company expressly consent to the exclusive venue of and personal jurisdiction within the state and federal courts located in Georgia for any lawsuit arising from or related to this Agreement

(b) The captions of t h is Agreement are not part of the provisions hereof and shall have no force and effect.   This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(c) All notices and other communications hereunder shall be in writing and shall be given by hand delivery (which shall include delivery via Federal Express or UPS) to the other p art y or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

(d) If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreeme nt and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal; provided, however, if the provision so held to be invalid, unenforceable or otherwise illegal cannot be refo rm ed so as to be valid  and enforceable, then it shall be severed from, and shall not affect the enforceability of, the remaining provisions of the Agreement.

(e) The Company may withhold from any amounts payable under t h is Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f) This Agreement supersedes any Change of Control Agreements previously entered into by and between Executive and Company and, along with the Employee Proprietary Information Agreements and other agreements noted herein, embodies the entire agreement between the parties with respect to the subject matter addressed herein.



/s/ David C. Gale, Ph.D.

David C. Gale,  Ph.D.



By:

/s/ J. Patrick Mackin



J. Patrick Mackin



Chairman, President and CEO

(a) “ Effective Date ” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs.  Notwithstanding anything in this Agreement to the contrary, if the Executive ’ s employment with the Company is Terminated by the Company without Cause or by Executive for Good Reason (as such terms are defined herein) within the six (6) month period prior to the date on which the Change of Control occurs and if such Change of Control is consummated (such a Termination of employment, an “Anticipatory Termination”), then for all purposes of this Agreement the “Effective Date” means the date immediately prior to the date of such Termination of employment.

(b) “ Change of Control Period ” means the period commencing on the date hereof and ending on December 31 of the year above; provided, however, that, commencing on December 31 of the year above, and each one -year anniversary of such date (such date and each such one -year anniversary thereof, the “Renewal Date”) unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate one ( 1 ) year from such Renewal Date, unless, at least thirty (30) days prior to the next Renewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c) “ Affiliated Company ”   means any company controlled by, controlling or under common control with the Company.

(d) “ Change of Control ” means a change in the ownership or effective control of, or in the ownership of a substantial portion of the assets of, the Company, as described in paragraphs (i) through (iii) below.

(i) Change in Ownership of the Company .  A change in the ownership of the Company shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires ownership of the Company stock that, together with the Company stock held by s uch person or group, constitutes more than 50% of the total voting power of the stock of the Company.

(A) If any one person or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, is considered to own more than 50% of the total voting power of the stock of the Company, the acquisition of additional the Company stock by such person or persons shall not be considered to cause a change in the ownership of the Company  or to cause a change in the effective control of the Company (within the meaning of paragraph (ii) below).

(B) An increase in the percentage of the Company stock owned by any one person, or persons acting as a group (within the meaning of paragraph (iv)), as a result of a transaction in which the Company acquires its stock in exchange for property, sha ll be treated as an acquisition of stock for purposes of this paragraph (i).

(C) Except as provided in (B) above, the provisions of this paragraph (i) shall apply only to the transfer or issuance of the Company stock if such stock remains outstanding after such transfer or issuance.

(A) A change in the effective control of the Company shall occur on the date that either of (1) or (2) below occurs:

(1) Any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of   the Company possessing 30% or more of   the total voting power of the stock of the Company (the provisions of Sections l(d)(i) (B) and (C) above shall apply equally to this Section l(d)(ii)(A)(l); or

(2) A maj ori ty of the members of the Company Board of Directors are replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the Board of   Directors prior to the date of the appointment or election.

(B) A change in effective con tr ol of the Company also may occur with respect to any tr ansaction in which either of the Company or the other entity involved in a transaction described in paragraph (iii) experiences a Change of Control event described in paragraphs (i) or (iii).

(C) If any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), is considered to effectively control the Company (within the meaning of this paragraph (ii)), the acquisition of additional control of the Company by the same person   or persons shall not be considered to cause a change in the effective control of the Company (or to cause a change in the ownership of the Company within the meaning of paragraph (i)).

(iii) Change in Ownership of a Substantial Portion of th e   Com p an y’s   Assets .  A change in the ownership of a substantial portion of the Company’ s assets shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent

acquisition by such person or persons ) assets from the Company that have a total gross fair market value (within the meaning of paragraph (iii)(B)) equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

(A) A transfer of the Company's assets shall not be treated as a change in the ownership of such assets if the assets are transferred to one or more of the following:

(1) A shareholder of the Company (i mmediately before the asset transfer) in exchange for or with respect to Company stock;

(2) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(3) A person, or more than one person acting as a group (within the meaning of paragraph (iv)) that owns, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of the Company; or

(4) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii)(A)(3).

(B) For purposes of this paragraph (iii), gross fair market value means the value of all the Company assets, or the value of the assets being disposed of, determined without regard to any liabilities ass ociated with such assets.

(iv) For purposes of this Section 1(d), persons shall be considered to be acting as a group if they are owners of an entity that enters into a merger, consolidation, purchase, or acquisition of assets, or similar business transaction with the Company.  If a person, including an entity shareholder, owns stock in the Company and another entity with which the Company enters into a merger, consolidation, purcha se, or acquis ition of stock, or similar   busine ss transaction, such shareholder shall be considered to be acting as a group with the other shareholders in a corporation only to the extent of the ownership  in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.  Persons shall not be considered to be acting as a group solely because they purchase or own stock of the Company at the same time, or as a result of the same public offering of   the Company ’ s stock.

(v) Under no circumstances shall the reincorporation of the Company in a different state, or any action or inaction taken in furtherance thereof, constitute a Change of Control under this Agreement, including but not limited to efforts to end incorporation in the current state of incorporation or alterations to equity that facilitate such a n event .  

(e) Terminate or Termination means a “ separation from service ” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.

(vi) breach by the Executive of any of the company’s policies and procedures;

(b) Good Reason .  For purposes of this Agreement, “ Good Reason ” shall mean the as signment to the Executive , without the Executive ’s consent, of any duties materially inconsistent with the Executive ’s position (including changes in status, offices, or titles and any change in the Executive 's reporting requirements that would cause Executive to report to an Executive who is junior in seniority to the employee to whom Executive reports), authority, duties or responsibilities, determined as of the later of the date of this Agreement or the date of any modification to Executive ’ s pos ition (including status, offices, titles and reporting requirements, as described above), authority, duties or responsibilities that is agreed to by Executive , or any other action by the Company that results in a material diminution in such position, authority, duties, responsibilities or Executive ’s aggregate compensation, excluding for this purpose an isolated, insubstantial and inadver t ent action taken in good faith and which is remedied by the Company within thirty (30) days after receipt of notice thereof given by the Executive (each of these an “ Event ” for purposes of this Section 4(b)).  Executive must notify the Company of any Event that constitutes Good Reason within ninety (90) days following Executive ’ s knowledge of the existence of such Event or such Event shall not constitute Good Reason under t h is Agreement.

(c) Notice of Termination .   Any Termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Term ination to the other pa r ty hereto given in accordance with Section 11(b) of this Agreement.  For purposes of this Agreement, a “ Notice of Te rm ination ” means a written notice which (i) indicates the specific te rmination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for te rmination of the Executive ’s employment under the provision so indicated and (iii) specifies the termination date (w h ich date shall not be more than thirty (30) days after the giving of such notice; provided, however, if Executive is

te rm inating for Good Reason such date shall not be less than thirty (30) nor more than forty-five (45) days after giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive ’s or the Compan y’s rights hereunder.

(d) Date of Termination .  “ Date of Te rm ination ” means the date of receipt of the Notice of Termination, or any later date specified therein, as the case may be.   The Company and the Executive shall take all steps necessary (including with regard to any post-Te rm ination services by the Executive ) to ensure that any Termination described in this Section 4 constitutes a “ separation from service ” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which the separation from service takes place shall be the “ Date of Te rm ination. ”

(a) If, during the two (2) year period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (i) the Company shall Terminate the Executive ’s employment without Cause, or (ii) the Executive shall Te rm inate employment for Good Reason, then the Company shall pay to Executive the Severance Payment (defined below).

(b) Severance Payment .  The “ Severance Payment ” shall be an amount equal to one and one-half (1 ½ ) times the aggregate of Executiv e’ s base salary as of the Date of Termination and cash bonus compensation for the year in which the Termination of employment occurs.   For purposes of dete rm ining Executive ’s cash bonus compensation for purposes of this Section 5(b), if the Date of Te rm ination occurs before the awarding of bonuses for the year in which the Date of Te rm ination occurs, the cash bonus compensation component of the Severance Payment shall be computed based on Executive ’ s most recent awarded cash bonus .  Cash b onus compensation shall include only the Annual Bonus paid in cash and shall specifically exclude the value of any non-cash bonuses, such as options or restricted stock.  For the sake of cla r ification, all cash paid in payment of all or a portion of the bonus pursuant to the Company ’ s 2007 Executive Incentive Plan or any successor thereto shall be bonus compensation for purposes of this Agreement for the year in which paid or issued.   The Severance Payment shall be payable to Executive as follows:

(i) Except for the group health plan benefits payments or as otherwise provided herein, t he Severance Payment, if any is due hereunder, shall be paid to Executive in a lump sum not later than thirty (30) days following Executive 's Date of   Te rm ination , unless the Termination is an Anticipatory Termination .

(ii) In the event of an Anticipatory Termination, the Severance Payment , except for the group health plan benefits payments, shall be paid to Executive in a lump sum not later than thirty (30) days following the date of the Change of Control.

(c) Medical Coverage.  In addition, group health plan coverage for the Executive and covered dependents, with the same contribution by the Executive, will be provided as part of the Severance Payment for the lesser of eighteen (18) months following the Date of Termination or until the Executive is provided comparable benefits by another employer.

(d) Separation Agreement and Release of Claims.  The receipt of any Severance Payment pursuant to this Agreement will be subject to the Executive signing and not revoking a separation agreement and release of claims in a form provided by the Company (the “Release”) , which may include restatements of covenants contained in the Employee Proprietary Information Agreement among others, and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance under this Agreement.  In no event will any Severance Payment be paid or provided until the Release becomes effective and irrevocable.  Except as required by Section 5(b)(iii), any Severance Payment that would have been made to Executive prior to the Release becoming effectiv e and irrevocable but for the preceding sentence will be paid to Executive on the first regularly scheduled Company payroll date following the date the Release becomes effective and irrevocable, and any remaining payments will be made as provided in the Agreement. 

(a) Notwithstanding anything to the contrary contained herein, the Company will not pay to Executive any excise tax gross up pursuant to this Agreement or any other agreement between Executive and the Company.  Further notwithstanding anything to the contrary contained herein, the Company shall reduce any payment contingent on a Change of Control pursuant to any plan, agreement, or arrangement of the Company that would be considered in determinin g   whether a “ parachute payment ” (as defined in Section 280 G  ( “ Section 280 G ” )  

of   the Code), has occurred ( “ Change of Control Severance Payment ” ) to 2.99 times Employe e’s average compensation, as indicated on such Empl oyee’s   Form W-2, for the five (5) years ending immediately prior to the year containing the date of the Change of Control (the “ Safe Harbor Amount ” ) if, and only if, reducing the Change of Control Severance Payment would provide Executive with a greater net after-tax Change of Control Severance Payment than would be the case if no such reduction took place.  The Safe Harbor Amount, as defined herein, is an amount expressed in present value which maximizes the aggregate present value of the Change of Control Severance Payment without causing the Change of Control Severance Payment to be subject to the excise tax under Section 4999 ( and related Section 280G ) of the Code (the “ Excise Tax ” ), determined in accordance with Section 280 G (d)(4).  Any reduction in the Change of Control Severance Payment shall be implemented in accordance with Section 7 (b).

(b) (i) Any reduction in payments pursuant to Section 7 (a) shall apply so as to minimize the amount of compensation that is reduced (i.e., it applies to payments that to the greatest extent represent parachute payments), provided, however, no reduction shall be applied to an amount that constitutes a defe rr al of compensation under Section 409A except for amounts that have become payable at the time of the reduction and as to which the reduction will not result in a non-reduction in a corr esponding amount that is a deferral of compensation under Section 409A that is not currently payable.

(iii) For purposes of dete rm ining reductions in compensation pursuant to this Section 7(b), if any, Executive will be deemed (A) to pay federal income taxes at the applicable rates of federal income taxation for the calendar year in whic h the compensation would be payable; and (B) to pay any applicable state and local income taxes at the applicable rates of taxation for the calendar year in which the compensation would be payable, taking into account any effect on federal income taxes from payment of state and local income taxes.  Compensation will be adjusted not later than the applicable deadline under Section 409A to provide for accurate payments under the cut-back provision of this Section 7(b), but after any such deadline no further adjustment will be made if it would result in a tax penalty under Section 409A.

(c) Furthermore, notwithstanding anything in this Agreement to the contrary, aggregate Severance Payments, separation payments and/or similar payments made to Executive pursuant to this Agreement and otherwise shall be limited to the equivalent of Executive ’s salary paid during the three (3) completed fiscal years ended prior to the Date of Termination, including any bonuses and guaranteed benefits paid during those years.

(a) This Agreement is personal to the Executive and without the prior w r itten consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.   This Agreement shall inure to the benefit of and be enforceable by the Executive ’ s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same mann er and to the same extent that the Company would be required to perfo rm it if no such succession had taken place.  As used in this Agreement, “ the Company ” shall mean CryoLife as hereinbefore def in ed and any successor to its business and/or assets as aforesaid which assumes and agrees to perfo rm this Agreement by operation of law, or otherwise.

(b) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with Section 409A of the Code.

(c) The Company makes no representation or warranty as to the tax effect of any of the preceding provisions, and the provisions of this Agreement shall not be cons tr ued as a guarantee by the Company of any particular tax effect to Executive under t h is Agreement.  The Company shall not be liable to Executive or any other person for any payment made under this Agreement which is determined to result in the imposition of an excise tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to principles of conflict of laws.  Both the Executive and the Company expressly consent to the exclusive venue of and personal jurisdiction within the state and federal courts located in Georgia for any lawsuit arising from or related to this Agreement

(b) The captions of t h is Agreement are not part of the provisions hereof and shall have no force and effect.   This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(c) All notices and other communications hereunder shall be in writing and shall be given by hand delivery (which shall include delivery via Federal Express or UPS) to the other p art y or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

(d) If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreeme nt and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal; provided, however, if the provision so held to be invalid, unenforceable or otherwise illegal cannot be refo rm ed so as to be valid  and enforceable, then it shall be severed from, and shall not affect the enforceability of, the remaining provisions of the Agreement.

(e) The Company may withhold from any amounts payable under t h is Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f) This Agreement supersedes any Change of Control Agreements previously entered into by and between Executive and Company and, along with the Employee Proprietary Information Agreements and other agreements noted herein, embodies the entire agreement between the parties with respect to the subject matter addressed herein.



/s/ Jean F. Holloway

Jean F. Holloway



By:

/s/ J. Patrick Mackin



J. Patrick Mackin



Chairman, President and CEO

(a) “ Effective Date ” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs.  Notwithstanding anything in this Agreement to the contrary, if the Executive ’ s employment with the Company is Terminated by the Company without Cause or by Executive for Good Reason (as such terms are defined herein) within the six (6) month period prior to the date on which the Change of Control occurs and if such Change of Control is consummated (such a Termination of employment, an “Anticipatory Termination”), then for all purposes of this Agreement the “Effective Date” means the date immediately prior to the date of such Termination of employment.

(b) “ Change of Control Period ” means the period commencing on the date hereof and ending on December 31 of the year above; provided, however, that, commencing on December 31 of the year above, and each one -year anniversary of such date (such date and each such one -year anniversary thereof, the “Renewal Date”) unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate one ( 1 ) year from such Renewal Date, unless, at least thirty (30) days prior to the next Renewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c) “ Affiliated Company ”   means any company controlled by, controlling or under common control with the Company.

(d) “ Change of Control ” means a change in the ownership or effective control of, or in the ownership of a substantial portion of the assets of, the Company, as described in paragraphs (i) through (iii) below.

(i) Change in Ownership of the Company .  A change in the ownership of the Company shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires ownership of the Company stock that, together with the Company stock held by s uch person or group, constitutes more than 50% of the total voting power of the stock of the Company.

(A) If any one person or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, is considered to own more than 50% of the total voting power of the stock of the Company, the acquisition of additional the Company stock by such person or persons shall not be considered to cause a change in the ownership of the Company  or to cause a change in the effective control of the Company (within the meaning of paragraph (ii) below).

(B) An increase in the percentage of the Company stock owned by any one person, or persons acting as a group (within the meaning of paragraph (iv)), as a result of a transaction in which the Company acquires its stock in exchange for property, sha ll be treated as an acquisition of stock for purposes of this paragraph (i).

(C) Except as provided in (B) above, the provisions of this paragraph (i) shall apply only to the transfer or issuance of the Company stock if such stock remains outstanding after such transfer or issuance.

(A) A change in the effective control of the Company shall occur on the date that either of (1) or (2) below occurs:

(1) Any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of   the Company possessing 30% or more of   the total voting power of the stock of the Company (the provisions of Sections l(d)(i) (B) and (C) above shall apply equally to this Section l(d)(ii)(A)(l); or

(2) A maj ori ty of the members of the Company Board of Directors are replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the Board of   Directors prior to the date of the appointment or election.

(B) A change in effective con tr ol of the Company also may occur with respect to any tr ansaction in which either of the Company or the other entity involved in a transaction described in paragraph (iii) experiences a Change of Control event described in paragraphs (i) or (iii).

(C) If any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), is considered to effectively control the Company (within the meaning of this paragraph (ii)), the acquisition of additional control of the Company by the same person   or persons shall not be considered to cause a change in the effective control of the Company (or to cause a change in the ownership of the Company within the meaning of paragraph (i)).

(iii) Change in Ownership of a Substantial Portion of th e   Com p an y’s   Assets .  A change in the ownership of a substantial portion of the Company’ s assets shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), other than a group of which Executive is a member, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent

acquisition by such person or persons ) assets from the Company that have a total gross fair market value (within the meaning of paragraph (iii)(B)) equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

(A) A transfer of the Company's assets shall not be treated as a change in the ownership of such assets if the assets are transferred to one or more of the following:

(1) A shareholder of the Company (i mmediately before the asset transfer) in exchange for or with respect to Company stock;

(2) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(3) A person, or more than one person acting as a group (within the meaning of paragraph (iv)) that owns, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of the Company; or

(4) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii)(A)(3).

(B) For purposes of this paragraph (iii), gross fair market value means the value of all the Company assets, or the value of the assets being disposed of, determined without regard to any liabilities ass ociated with such assets.

(iv) For purposes of this Section 1(d), persons shall be considered to be acting as a group if they are owners of an entity that enters into a merger, consolidation, purchase, or acquisition of assets, or similar business transaction with the Company.  If a person, including an entity shareholder, owns stock in the Company and another entity with which the Company enters into a merger, consolidation, purcha se, or acquis ition of stock, or similar   busine ss transaction, such shareholder shall be considered to be acting as a group with the other shareholders in a corporation only to the extent of the ownership  in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.  Persons shall not be considered to be acting as a group solely because they purchase or own stock of the Company at the same time, or as a result of the same public offering of   the Company ’ s stock.

(v) Under no circumstances shall the reincorporation of the Company in a different state, or any action or inaction taken in furtherance thereof, constitute a Change of Control under this Agreement, including but not limited to efforts to end incorporation in the current state of incorporation or alterations to equity that facilitate such a n event .  

(e) Terminate or Termination means a “ separation from service ” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.

(b) Good Reason .  For purposes of this Agreement, “ Good Reason ” shall mean the as signment to the Executive , without the Executive ’s consent, of any duties materially inconsistent with the Executive ’s position (including changes in status, offices, or titles and any change in the Executive 's reporting requirements that would cause Executive to report to an Executive who is junior in seniority to the employee to whom Executive reports), authority, duties or responsibilities, determined as of the later of the date of this Agreement or the date of any modification to Executive ’ s pos ition (including status, offices, titles and reporting requirements, as described above), authority, duties or responsibilities that is agreed to by Executive , or any other action by the Company that results in a material diminution in such position, authority, duties, responsibilities or Executive ’s aggregate compensation, excluding for this purpose an isolated, insubstantial and inadver t ent action taken in good faith and which is remedied by the Company within thirty (30) days after receipt of notice thereof given by the Executive (each of these an “ Event ” for purposes of this Section 4(b)).  Executive must notify the Company of any Event that constitutes Good Reason within ninety (90) days following Executive ’ s knowledge of the existence of such Event or such Event shall not constitute Good Reason under t h is Agreement.

(c) Notice of Termination .   Any Termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Term ination to the other pa r ty hereto given in accordance with Section 11(b) of this Agreement.  For purposes of this Agreement, a “ Notice of Te rm ination ” means a written notice which (i) indicates the specific te rmination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for te rmination of the Executive ’s employment under the provision so indicated and (iii) specifies the termination date (w h ich date shall not be more than thirty (30) days after the giving of such notice; provided, however, if Executive is

te rm inating for Good Reason such date shall not be less than thirty (30) nor more than forty-five (45) days after giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive ’s or the Compan y’s rights hereunder.

(d) Date of Termination .  “ Date of Te rm ination ” means the date of receipt of the Notice of Termination, or any later date specified therein, as the case may be.   The Company and the Executive shall take all steps necessary (including with regard to any post-Te rm ination services by the Executive ) to ensure that any Termination described in this Section 4 constitutes a “ separation from service ” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which the separation from service takes place shall be the “ Date of Te rm ination. ”

(a) If, during the two (2) year period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (i) the Company shall Terminate the Executive ’s employment without Cause, or (ii) the Executive shall Te rm inate employment for Good Reason, then the Company shall pay to Executive the Severance Payment (defined below).

(b) Severance Payment .  The “ Severance Payment ” shall be an amount equal to two (2 ) times the aggregate of Executiv e’ s base salary as of the Date of Termination and cash bonus compensation for the year in which the Termination of employment occurs.   For purposes of dete rm ining Executive ’s cash bonus compensation for purposes of this Section 5(b), if the Date of Te rm ination occurs before the awarding of bonuses for the year in which the Date of Te rm ination occurs, the cash bonus compensation component of the Severance Payment shall be computed based on Executive ’ s most recent awarded cash bonus .  Cash b onus compensation shall include only the Annual Bonus paid in cash and shall specifically exclude the value of any non-cash bonuses, such as options or restricted stock.  For the sake of cla r ification, all cash paid in payment of all or a portion of the bonus pursuant to the Company ’ s 2007 Executive Incentive Plan or any successor thereto shall be bonus compensation for purposes of this Agreement for the year in which paid or issued.   The Severance Payment shall be payable to Executive as follows:

(i) Except for the group health plan benefits payments or as otherwise provided herein, t he Severance Payment, if any is due hereunder, shall be paid to Executive in a lump sum not later than thirty (30) days following Executive 's Date of   Te rm ination , unless the Termination is an Anticipatory Termination .

(ii) In the event of an Anticipatory Termination, the Severance Payment , except for the group health plan benefits payments, shall be paid to Executive in a lump sum not later than thirty (30) days following the date of the Change of Control.

(c) Medical Coverage.  In addition, group health plan coverage for the Executive and covered dependents, with the same contribution by the Executive, will be provided as part of the Severance Payment for the lesser of eighteen (18) months following the Date of Termination or until the Executive is provided comparable benefits by another employer.

(d) Separation Agreement and Release of Claims.  The receipt of any Severance Payment pursuant to this Agreement will be subject to the Executive signing and not revoking a separation agreement and release of claims in a form provided by the Company (the “Release”) , which may include restatements of covenants contained in the Employee Proprietary Information Agreement among others, and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance under this Agreement.  In no event will any Severance Payment be paid or provided until the Release becomes effective and irrevocable.  Except as required by Section 5(b)(iii), any Severance Payment that would have been made to Executive prior to the Release becoming effectiv e and irrevocable but for the preceding sentence will be paid to Executive on the first regularly scheduled Company payroll date following the date the Release becomes effective and irrevocable, and any remaining payments will be made as provided in the Agreement. 

(a) Notwithstanding anything to the contrary contained herein, the Company will not pay to Executive any excise tax gross up pursuant to this Agreement or any other agreement between Executive and the Company.  Further notwithstanding anything to the contrary contained herein, the Company shall reduce any payment contingent on a Change of Control pursuant to any plan, agreement, or arrangement of the Company that would be considered in determinin g   whether a “ parachute payment ” (as defined in Section 280 G  ( “ Section 280 G ” )  

of   the Code), has occurred ( “ Change of Control Severance Payment ” ) to 2.99 times Employe e’s average compensation, as indicated on such Empl oyee’s   Form W-2, for the five (5) years ending immediately prior to the year containing the date of the Change of Control (the “ Safe Harbor Amount ” ) if, and only if, reducing the Change of Control Severance Payment would provide Executive with a greater net after-tax Change of Control Severance Payment than would be the case if no such reduction took place.  The Safe Harbor Amount, as defined herein, is an amount expressed in present value which maximizes the aggregate present value of the Change of Control Severance Payment without causing the Change of Control Severance Payment to be subject to the excise tax under Section 4999 ( and related Section 280G ) of the Code (the “ Excise Tax ” ), determined in accordance with Section 280 G (d)(4).  Any reduction in the Change of Control Severance Payment shall be implemented in accordance with Section 7 (b).

(b) (i) Any reduction in payments pursuant to Section 7 (a) shall apply so as to minimize the amount of compensation that is reduced (i.e., it applies to payments that to the greatest extent represent parachute payments), provided, however, no reduction shall be applied to an amount that constitutes a defe rr al of compensation under Section 409A except for amounts that have become payable at the time of the reduction and as to which the reduction will not result in a non-reduction in a corr esponding amount that is a deferral of compensation under Section 409A that is not currently payable.

(iii) For purposes of dete rm ining reductions in compensation pursuant to this Section 7(b), if any, Executive will be deemed (A) to pay federal income taxes at the applicable rates of federal income taxation for the calendar year in whic h the compensation would be payable; and (B) to pay any applicable state and local income taxes at the applicable rates of taxation for the calendar year in which the compensation would be payable, taking into account any effect on federal income taxes from payment of state and local income taxes.  Compensation will be adjusted not later than the applicable deadline under Section 409A to provide for accurate payments under the cut-back provision of this Section 7(b), but after any such deadline no further adjustment will be made if it would result in a tax penalty under Section 409A.

(c) Furthermore, notwithstanding anything in this Agreement to the contrary, aggregate Severance Payments, separation payments and/or similar payments made to Executive pursuant to this Agreement and otherwise shall be limited to the equivalent of Executive ’s salary paid during the three (3) completed fiscal years ended prior to the Date of Termination, including any bonuses and guaranteed benefits paid during those years.

(a) This Agreement is personal to the Executive and without the prior w r itten consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.   This Agreement shall inure to the benefit of and be enforceable by the Executive ’ s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same mann er and to the same extent that the Company would be required to perfo rm it if no such succession had taken place.  As used in this Agreement, “ the Company ” shall mean CryoLife as hereinbefore def in ed and any successor to its business and/or assets as aforesaid which assumes and agrees to perfo rm this Agreement by operation of law, or otherwise.

(b) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with Section 409A of the Code.

(c) The Company makes no representation or warranty as to the tax effect of any of the preceding provisions, and the provisions of this Agreement shall not be cons tr ued as a guarantee by the Company of any particular tax effect to Executive under t h is Agreement.  The Company shall not be liable to Executive or any other person for any payment made under this Agreement which is determined to result in the imposition of an excise tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to principles of conflict of laws.  Both the Executive and the Company expressly consent to the exclusive venue of and personal jurisdiction within the state and federal courts located in Georgia for any lawsuit arising from or related to this Agreement

(b) The captions of t h is Agreement are not part of the provisions hereof and shall have no force and effect.   This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(c) All notices and other communications hereunder shall be in writing and shall be given by hand delivery (which shall include delivery via Federal Express or UPS) to the other p art y or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

(d) If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreeme nt and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal; provided, however, if the provision so held to be invalid, unenforceable or otherwise illegal cannot be refo rm ed so as to be valid  and enforceable, then it shall be severed from, and shall not affect the enforceability of, the remaining provisions of the Agreement.

(e) The Company may withhold from any amounts payable under t h is Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f) This Agreement supersedes any Change of Control Agreements previously entered into by and between Executive and Company and, along with the Employee Proprietary Information Agreements and other agreements noted herein, embodies the entire agreement between the parties with respect to the subject matter addressed herein.



/s/ D. Ashley Lee

D. Ashley Lee



By:

/s/ J. Patrick Mackin



J. Patrick Mackin



Chairman, President and CEO