EXHIBIT 10.1
YOUR NAME: __________________
CRYOLIFE RESTRICTED STOCK AWARD AGREEMENT
CRYOLIFE, INC. ("CryoLife") is pleased to grant you the restricted stock award
described below ("Stock Award"). This grant is made subject to the further terms
and conditions set forth in this Agreement and the terms of the CryoLife, Inc.
2004 Employee Stock Incentive Plan (the "Plan").
GRANT DATE: ____________________________________
MARKET PRICE ON GRANT DATE: $ __________ PER SHARE
TOTAL NUMBER OF SHARES OF STOCK AWARD: ____________________________________
VESTING DATE: ____________________________________
Additional Terms and Conditions describes withholding of taxes on your award,
transferability of your award, what happens if you cease to be employed by
CryoLife before your Stock Award vests, where to send notices and other matters.
The Plan contains the detailed terms that govern your Stock Award. If anything
in this Agreement or the other attachments is inconsistent with the Plan, the
terms of the Plan, as amended from time to time, will control.
The Plan Prospectus Document covering the Stock Award contains important
information, including federal income tax consequences.
2005 Annual Report of CryoLife Form 10-K (not attached if you previously
received the 2005 Annual Report).
PLEASE SIGN BELOW TO SHOW THAT YOU ACCEPT THIS STOCK AWARD AFTER REVIEW OF THE
ABOVE DOCUMENTS. KEEP A COPY AND RETURN BOTH ORIGINALS TO SUZANNE K. GABBERT.
CRYOLIFE, INC. GRANTEE:
By: ____________________________________ ___________________________________
Name: __________________________________ Print Your Name: __________________
Its: ___________________________________ Social Security Number: ___________
Date: __________________________________ Your Residential Address:
___________________________________
___________________________________
___________________________________
Date: _____________________________
ADDITIONAL TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK AWARD
EFFECT OF TERMINATION OF EMPLOYMENT. You must be employed by CryoLife or one of
its Subsidiaries or Affiliates on the applicable vesting date to be entitled to
the vesting of your Stock Award on such date. If you cease to be employed by any
of CryoLife, its Subsidiaries or Affiliates for any reason, (including, without
limitation, by reason of death, disability or retirement), then the portion of
your Stock Award which has not vested as of the date of termination of
employment shall automatically be forfeited and cancelled as of the date of such
termination of employment.
STOCK AWARD SHARE CERTIFICATES. Certificates representing the shares of Common
Stock to be issued pursuant to the Stock Award shall be issued in your name and
shall be held by CryoLife until the Stock Award is vested or forfeited as
provided herein. Upon vesting of your Stock Award, CryoLife shall promptly
deliver to you a certificate or certificates representing the shares as to which
the Stock Award has vested free of the restrictions described in the following
section.
RIGHTS WITH RESPECT TO STOCK AWARD PRIOR TO VESTING. You may not transfer your
Stock Award or the shares to be issued hereunder prior to vesting. Once this
Stock Award vests, you will receive transferable certificates representing the
vested portion. Prior to vesting, you are entitled to all other rights as a
shareholder with respect to the shares underlying the Stock Award, including the
right to vote such shares and to receive dividends and other distributions, if
any, payable with respect to such shares after the Grant Date.
WITHHOLDING. Whenever CryoLife proposes, or is required, to distribute shares to
you or pay you dividends with respect to the unvested portion of your Stock
Award, CryoLife may either: (a) require you to pay to Cryolife an amount
sufficient to satisfy any local, state, Federal and foreign income tax,
employment tax and insurance withholding requirements prior to the delivery of
any payment or Stock certificate owing to you pursuant to the Stock Award; or,
in its discretion, (b) reduce the number of shares to be delivered to you by
that number of shares of the Stock Award sufficient to satisfy all or a portion
of such tax withholding requirements, based on the fair market value of the
Stock Award as determined under the Plan.
NOTICES. All notices delivered pursuant to this Agreement shall be in writing
and shall be (i) delivered by hand, (ii) mailed by United States certified mail,
return receipt requested, postage prepaid, or (iii) sent by an internationally
recognized courier which maintains evidence of delivery and receipt. All notices
or other communications shall be directed to the following addresses (or to such
other addresses as such parties may designate by notice to the other parties):
To CryoLife: CryoLife, Inc.
1655 Roberts Blvd., NW
Kennesaw, GA 30144
Attention: Suzanne K. Gabbert
To you: The address set forth in the Agreement
MISCELLANEOUS. Failure by you or CryoLife at any time or times to require
performance by the other of any provisions in your Restricted Stock Award
Agreement ("Agreement") will not affect the right to enforce those provisions.
Any waiver by you or CryoLife of any condition or of any breach of any term or
provision in this Agreement, whether by conduct or otherwise, in any one or more
instances, shall apply only to that instance and will not be deemed to waive
2
conditions or breaches in the future. If any court of competent jurisdiction
holds that any term or provision of this Agreement is invalid or unenforceable,
the remaining terms and provisions will continue in full force and effect, and
this Agreement shall be deemed to be amended automatically to exclude the
offending provision. This Agreement may be executed in multiple copies and each
executed copy shall be an original of this Agreement. This Agreement shall be
subject to and governed by the laws of the State of Georgia. No change or
modification of this Agreement shall be valid unless it is in writing and signed
by the party against which enforcement is sought, except where specifically
provided to the contrary herein. This Agreement shall be binding upon, and inure
to the benefit of, the permitted successors, assigns, heirs, executors and legal
representatives of the parties hereto. The headings of each section of this
Agreement are for convenience only. This Agreement, together with the Plan,
contains the entire Agreement of the parties hereto, and no representation,
inducement, promise, or agreement or other similar understanding between the
parties not embodied herein shall be of any force or effect, and no party will
be liable or bound in any manner for any warranty, representation, or covenant
except as specifically set forth herein or in the Plan.
3