Exhibit 10.3
Your Name:
___________________
Total No. of Shares:
____________
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. 2008 Non-Employee Directors Omnibus Stock Plan
(the “Plan”).
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Grant
Date:
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__________
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Total Number
of Shares of Stock Award:
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__________
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Vesting
Date:
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__________
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The following
documents accompany this Award Agreement:
Additional
Terms and Conditions of Your Restricted Stock Award
describes transferability of your
award, what happens if you cease to be a member of the CryoLife
Board of Directors (the “Board of Directors” or
“Board”) before all or a portion of 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.
Most Recent
Annual Report of CryoLife (not attached if you previously received the
Most Recent 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., 1655 Roberts Blvd., NW,
Kennesaw, GA 30144.
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CRYOLIFE,
INC.
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GRANTEE:
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[Name and
Address]
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By: ______________________________________________
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______________________________________________
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Name:
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Print Your
Name:
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Its:
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Date:
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Date:
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ADDITIONAL TERMS AND
CONDITIONS OF YOUR
RESTRICTED STOCK
AWARD
EFFECT OF
TERMINATION OF SERVICE . You must be a member of the CryoLife
Board of Directors on the applicable vesting date to be entitled to
the vesting of your Stock Award on such
date. Notwithstanding the foregoing, if you cease to be
a member of the CryoLife Board of Directors as a result of your
death or disability or because you have served out your full term
but are not standing for re-election at the end thereof, your Stock
Award shall immediately become fully vested on the date you cease
to be a member of the Board. If you cease to be a member
of the CryoLife Board of Directors for any other reason, and your
Stock Award has not vested as of the date of termination
of