0001193125-07-036764 Sample Contracts

CryoLife, Inc. Kennesaw, GA 30144
Cryolife Inc • February 22nd, 2007 • Surgical & medical instruments & apparatus

This letter sets forth the agreement between you and CryoLife, Inc., a Florida corporation (the “Corporation”), regarding your option to acquire shares of the Corporation’s Common Stock.

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CryoLife, Inc. Kennesaw, Georgia 30144
Cryolife Inc • February 22nd, 2007 • Surgical & medical instruments & apparatus

This letter sets forth the agreement (the “Agreement”) between you and CryoLife, Inc., a Florida corporation (the “Company”), regarding your option to acquire shares of the Company’s Common Stock.

FORM OF DIRECTORS STOCK OPTION AGREEMENT AND GRANT
Form of Directors Stock Option Agreement and Grant • February 22nd, 2007 • Cryolife Inc • Surgical & medical instruments & apparatus • Florida

THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of the day of , (the “Grant Date”), by, between and among CRYOLIFE, INC., a Florida Corporation (the “Corporation”), and , a member of the Board of Directors of the Corporation (a “Director”) and an individual residing in (the “Optionee”).

KEY EMPLOYEE SECRECY AND NONCOMPETE AGREEMENT
Key Employee Secrecy and Noncompete Agreement • February 22nd, 2007 • Cryolife Inc • Surgical & medical instruments & apparatus

THIS AGREEMENT, entered into as of this day of by and between CryoLife, Inc., a Florida corporation (the “Company”), and (the “Employee”);

CONFIDENTIAL TREATMENT REQUESTED Confidential Portions of This Agreement Which Have Been Redacted Are Marked With Brackets (“[***]”). The Omitted Material Has Been Filed Separately With The United States Securities and Exchange Commission. EXCHANGE...
Exchange and Service Agreement • February 22nd, 2007 • Cryolife Inc • Surgical & medical instruments & apparatus • Georgia

This EXCHANGE AND SERVICE AGREEMENT (“Agreement”) is dated December 15, 2006, by and between (i) CryoLife, Inc., a Florida corporation (“CryoLife”), and (ii) Regeneration Technologies, Inc., a Delaware corporation (“Regeneration”), RTI Donor Services, Inc., f/k/a U.S. Allograft Network, Inc., a Delaware not-for-profit corporation (“RDS”), and Regeneration Technologies, Inc. – Cardiovascular, an Alabama corporation (“RTI-Cardiovascular,” together with Regeneration and RDS, “RTI” or the “RTI Entities”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 22nd, 2007 • Cryolife Inc • Surgical & medical instruments & apparatus • Georgia

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made as of the 17 day of October, 2006, among CRYOLIFE, INC., a Florida corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly, and severally, as the “Borrowers”) and WELLS FARGO FOOTHILL, INC., a California corporation (“Lender”),

CRYOLIFE RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 22nd, 2007 • Cryolife Inc • Surgical & medical instruments & apparatus

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. 2002 Stock Incentive Plan (the “Plan”).

DIRECTORS STOCK OPTION AGREEMENT AND GRANT
Directors Stock Option Agreement and Grant • February 22nd, 2007 • Cryolife Inc • Surgical & medical instruments & apparatus • Georgia

THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of the day of , , (the “Grant Date”), by, between and among CRYOLIFE, INC., a Florida Corporation (the “Corporation”), and , a member of the Board of Directors of the Corporation (a “Director”) and an individual residing in , . (the “Optionee”).

NON-EMPLOYEE DIRECTORS STOCK OPTION AGREEMENT AND GRANT
Non-Employee Directors • February 22nd, 2007 • Cryolife Inc • Surgical & medical instruments & apparatus • Georgia

THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of the day of , , (the “Grant Date”), by, between and among CRYOLIFE, INC., a Florida Corporation (the “Corporation”), and a Non-Employee Director, and an individual residing in (the “Optionee”).

CryoLife, Inc. Kennesaw, Georgia 30144
Cryolife Inc • February 22nd, 2007 • Surgical & medical instruments & apparatus

This letter sets forth the agreement between you and CryoLife, Inc., a Florida corporation (the “Company”) regarding your option to acquire shares of the Company’s Common stock.

CryoLife, Inc. Kennesaw, Georgia 30144
Incentive Stock Option • February 22nd, 2007 • Cryolife Inc • Surgical & medical instruments & apparatus • Florida

This letter sets forth the agreement (the “Agreement”) between you (the “Employee”) and CryoLife, Inc., a Florida corporation (the “Company”), regarding your option to acquire shares of the Company’s common stock.

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