AMENDED AND RESTATED FISCAL YEAR BONUS AGREEMENT UNDER THE

Exhibit 10.7

AMENDED AND RESTATED

FISCAL YEAR         

BONUS AGREEMENT

UNDER THE

2007 EXECUTIVE INCENTIVE PLAN

This AMENDED AND RESTATED CRYOLIFE, INC. FISCAL YEAR          EXECUTIVE INCENTIVE PLAN BONUS AGREEMENT (this “Agreement”) was adopted by the Plan Committee pursuant to the CryoLife, Inc. (the “Company”) 2007 Executive Incentive Plan (the “Plan”) (a copy of which is attached as Exhibit 1) and agreed to by the Company and                      (“Executive”) effective             ,        . This Agreement is effective for the fiscal year ending December 31,          (the “Plan Year”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Plan.

1. Calculation of Bonus. Subject to the further adjustments, limitations and additions provided for in the Plan and this Agreement, Executive’s bonus for the          fiscal year shall be computed as set forth on Exhibit 2 attached hereto.

2. Term of Agreement. This Agreement shall be effective only for the Plan Year (i.e., the fiscal year ending December 31,        ).

3. No Employment Arrangement Implied. Nothing in this Agreement or the Plan shall imply any right of Employment for Executive, and except as set forth in Section 10 of the Plan with respect to a Change of Control or as otherwise determined by the Committee, in its discretion, or contained in any other agreement between Executive and the Company, which shall not be affected hereby, if Executive is terminated, voluntarily or involuntarily, with or without cause, prior to the end of the Plan Year, Executive shall not be entitled to any bonus for the Plan Year regardless of whether or not such bonus had been or would have been earned in whole or in part, but any unpaid bonus earned with respect to a prior fiscal year shall not be affected.

4. Plan Provisions shall Govern. This Agreement is subject to and governed by the Plan and in the case of any conflict between the terms of this Agreement and the contents of the Plan, the terms of the Plan will control.

5. Governing Law. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Georgia without regard to the principle of conflict of laws.

6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

7. Severability. Provided the other provisions of this Agreement do not frustrate the purpose and intent of the law, in the event that any portion of this Agreement shall be determined to be invalid or unenforceable to any extent, the same shall to that extent be deemed severable from this Agreement, and the invalidity or unenforceability thereof shall not affect the validity and enforceability of the remaining portion of this Agreement.

8. Amendment and Termination. The Company may amend this Agreement, at any time prior to the payment of the bonus, without the approval of Executive. Notwithstanding anything to the contrary contained in this Agreement, the Company may terminate this Agreement at any time prior to the payment of the bonus and Executive shall not be entitled to any bonus under this Agreement for the Plan Year regardless of when this Agreement is terminated.

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

CRYOLIFE, INC.						EXECUTIVE
By:
Title:

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EXHIBIT 1

“PLAN”

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EXHIBIT 2

Executive may earn an additional percentage of Executive’s base salary based on three components: (i) the Company attaining specified adjusted revenue targets; (ii) the Company attaining specified adjusted net income targets and (iii) the Executive’s personal performance review. Executive’s target bonus of     % is based on the achievement of     % of target in each of the three components (    % for Adjusted Revenues,     % for Adjusted Net Income,     % for Personal Performance).

No bonus is payable in a given category if the specified minimum set forth below in that category is not obtained. Subject to the provisions of the Plan and the discretion of the Committee, all bonuses will be paid in cash. Details regarding bonus calculation are set forth below, with the     % target level bolded for ease of reference (data points shown in the tables, other than the minimum and maximum levels, are representative only, and a pro rata portion of the bonus shall be earned for performance achieved that falls between the data points shown):

Adjusted Revenues*

Adjusted Revenue* Target (in thousands)

$

Minimum Level

$

$

$

$

$

$

$

$

$

$

Bonus Payable

$

$

$

$

$

$

$

$

$

$

$

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

** There is no maximum level for adjusted revenues. Achievement of adjusted revenues above this level will result in bonus payments on a sliding scale consistent with the above payment ratios.

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Adjusted Net Income*

Adjusted Net Income* Target (in thousands)

$

Minimum Level

$

$

$

$

$

$

$

$

$

$

Bonus Payable

$

$

$

$

$

$

$

$

$

$

$

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

** There is no maximum level for adjusted net income. Achievement of adjusted net income above this level will result in bonus payments on a sliding scale consistent with the above payment ratios.

Personal Performance
Personal Performance Rating		Does Not Meet				Meets or Exceeds
Bonus Payable		$	0			$

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