EMPLOYMENT AGREEMENT

 

                                                                 EXHIBIT 10.9(o)

 

                              EMPLOYMENT AGREEMENT

 

 

     This Agreement ("the Agreement") dated as of the 1st day of August, 2003

(the "Effective Date"), is by and between CryoLife, Inc., a Florida corporation

("CryoLife") and Thomas J. Lynch, J.D., Ph.D. (the "Employee").

 

                                   WITNESSETH:

 

     WHEREAS, the Board of Directors of CryoLife (the "Board"), has determined

that it is in the best interests of CryoLife and its shareholders to enter into

this Employment Agreement in order to assure the Employee of CryoLife's

commitment and, in so doing, to motivate the Employee to continue in Employee's

dedicated service to CryoLife,

 

     WHEREAS, in order to accomplish these objectives, the Board has caused

CryoLife to enter into this Agreement.

 

     NOW, THEREFORE, in consideration of the premises, the promises hereinafter

set forth and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledges, it is hereby agreed as follows:

 

          1. Employment.

 

          (a) CryoLife hereby employs Employee in the capacity of Vice

President, Regulatory Affairs and Quality Assurance and Employee hereby accepts

such duties as are customarily performed and exercised by such officer subject

to the supervision of the President of CryoLife. The duties of Employee shall

include those duties more specifically described on Exhibit A attached hereto

together with such additional duties as are assigned by the President of

CryoLife.

 

          (b) CryoLife agrees to continue the Employee in its employ, and the

Employee hereby agrees to remain in the employ of CryoLife subject to the terms

and conditions of this Agreement, for the period commencing on the Effective

Date and ending on the second anniversary of such date (the "Employment

Period"). Unless either party elects not to extend the term of this Agreement by

so notifying the other in writing at least 30 days prior to the first

anniversary of the Effective Date, the Employment Period shall automatically

extend for an additional one year.

 

 

 

 

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          2. Employment Duties.

 

          (a) During the Employment Period, and excluding any periods of

vacation and sick leave to which the Employee is entitled, the Employee agrees

to devote reasonable attention and time to the business and affairs of CryoLife

and, to the extent necessary to discharge the responsibilities assigned to the

Employee hereunder, to use the Employee's reasonable best efforts to perform

faithfully and efficiently such responsibilities.

 

          (b) During the Employment Period, the Employee will not, without the

prior written consent of CryoLife, directly or indirectly other than in the

performance of the duties hereunder, render services of a business, professional

or commercial nature to any other person or firm, whether for compensation or

otherwise, except with respect to any noncompetitive family businesses of the

Employee for which the rendering of such services will not have an adverse

effect upon Employee's performance of his duties and obligations hereunder.

 

          3. Compensation, Benefits and Business Expenses.

 

          (a) For all services which Employee renders to CryoLife or any of its

subsidiaries or affiliates during the term hereof, CryoLife agrees to pay the

Employee the salary and bonus compensation as set by the Compensation Advisory

Committee of the Board of Directors. Employee's salary at the Effective Date is

set forth on Exhibit A.

 

          (b) CryoLife shall pay all reasonable expenses incurred by the

Employee directly related to performance of his responsibilities and duties for

CryoLife hereunder. Employee shall submit to CryoLife statements that justify in

reasonable detail all reasonable expenses so incurred. Subject to such audits as

CryoLife may deem necessary, CryoLife shall reimburse Employee the full amount

of any such expenses advanced by Employee.

 

          (c) Employee shall be entitled to a vacation each year of his

employment with CryoLife, according to the standard vacation policy, as well as

insurance and other employment benefits, as more particularly described on

Exhibit A. Vacations not taken shall be cumulative and carried over to a

subsequent year.

 

          4. Termination of Employment.

 

          (a) Disability or Death. If CryoLife determines in good faith that the

Disability of the Employee has occurred during the Employment Period (pursuant

to the definition of Disability set forth below), it may give to the Employee

written notice in accordance with Section 11(b) of this Agreement of its

intention to terminate the Employee's employment. In such event, the Employee's

employment with CryoLife shall terminate effective on the 30th day after receipt

of such notice by the Employee (the "Disability Effective Date"), provided that,

within the 30 days after such receipt, the Employee shall not have returned to

full-time performance of the Employee's duties. For purposes of this Agreement,

"Disability" shall mean the absence of the Employee from the Employee's duties

 

 

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with CryoLife on a full-time basis for 180 consecutive business days as a result

of incapacity due to mental or physical illness which is determined to be total

and permanent by a physician selected by CryoLife or its insurers and acceptable

to the Employee or the Employee's legal representative. The Employee's

employment shall terminate automatically upon the Employee's death during the

Employment Period.

 

          (b) Cause. CryoLife may terminate the Employee's employment during the

Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

 

               (i) the willful and continued failure of the Employee to perform

substantially the Employee's duties with CryoLife (other than any such failure

resulting from incapacity due to physical or mental illness), after a written

demand for substantial performance is delivered to Employee by the Board or the

Chief Executive Officer of CryoLife which specifically identifies the manner in

which CryoLife believes that the Employee has not substantially performed the

Employee's duties, or

 

               (ii) the willful engaging by the Employee in illegal conduct or

gross misconduct which is materially and demonstrably injurious to CryoLife.

 

For purposes of this provision, no act or failure to act, on the part of the

Employee, shall be considered "willful" unless it is done, or omitted to be

done, by the Employee in bad faith or without reasonable belief that the

Employee's action or omission was in the best interests of CryoLife. Any act, or

failure to act, based upon authority given pursuant to a resolution duly adopted

by the Board or upon the instructions of the Chief Employee Officer or a senior

officer of CryoLife