CRYOLIFE INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>11
<FILENAME>cryolife10q93002ex109.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.9

                              EMPLOYMENT AGREEMENT

     This Agreement ("the Agreement") dated as of the 3rd day of September, 2002
(the "Effective Date"), is by and between CryoLife,  Inc., a Florida corporation
("CryoLife") and James C. Vander Wyk (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 even in  circumstances  such as a possible future
threat or occurrence of a Change of Control (defined below) of CryoLife; and,

     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.



<PAGE>

     2. Employment Duties.

     (a) During the Employment  Period, (A) the Employee's  position  (including
status,  offices,  titles and  reporting  requirements),  authority,  duties and
responsibilities  shall be at least  commensurate in all material  respects with
the most  significant  of those held,  exercised and assigned at any time during
the  120-day  period  immediately  preceding  the  Effective  Date  and  (B) the
Employee's  services  shall be performed at the location  where the Employee was
employed immediately preceding the Effective Date.


     (b) 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.

     (c) 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. Change of Control. For the purposes of this Agreement,  the term "Change
of Control" shall mean a change in the beneficial ownership of CryoLife's voting
stock or a change in the composition of the Board that occurs as follows:



                                       2
<PAGE>

     (a) Any "person,"  including a "syndication"  or "group" as those terms are
used in Section  13(d)(3) of the Securities  Exchange Act of 1934, is or becomes
the  beneficial  owner,  directly  or  indirectly,  of  securities  of  CryoLife
representing  20% or  more of the  combined  voting  power  of  CryoLife's  then
outstanding  "Voting   Securities,"  which  is  any  security  which  ordinarily
possesses  the  power to vote in the  election  of the Board of  Directors  of a
corporation without the happening of any precondition or contingency;

     (b)  CryoLife  is merged  or  consolidated  with  another  corporation  and
immediately after giving effect to the merger or consolidation  less than 80% of
the outstanding  Voting Securities of the surviving or resulting entity are then
beneficially  owned  in  the  aggregate  by (x)  the  shareholders  of  CryoLife
immediately prior to such merger or  consolidation,  or (y) if a record date has
been set to  determine  the  shareholders  of CryoLife  entitled to vote on such
merger or consolidation, the shareholders of CryoLife as of such record date;

     (c) If at any time the following do not  constitute a majority of the Board
of  Directors of CryoLife (or any  successor  entity  referred to in clause (ii)
above):  individuals  who, prior to their election as a director of CryoLife (or
successor  entity if applicable)  were  nominated,  recommended or endorsed by a
formal resolution of the Board; or

     (d)  CryoLife  transfers   substantially  all  of  its  assets  to  another
corporation which is a less than 80% owned subsidiary of CryoLife.

     5. 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  12(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
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:



                                       3
<PAGE>

     (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 or based upon the advice of counsel  for  CryoLife  shall be
conclusively presumed to be done, or omitted to be done, by the Employee in good
faith and in the best interests of CryoLife.

     (c)  Good  Reason.  The  Employee's  employment  may be  terminated  by the
Employee for Good Reason.  For purposes of this  Agreement,  "Good Reason" shall
mean:

     (i) the  assignment  to the  Employee  of any  duties  inconsistent  in any
respect with the Employee's  position  (including  status,  offices,  titles and
reporting requirements),  authority,  duties or responsibilities as contemplated
by Section 1(a) of this Agreement, or any other action by CryoLife which results
in a  diminution  in  such  position,  authority,  duties  or  responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by CryoLife  promptly  after receipt of
notice thereof given by the Employee;

     (ii) any  failure  by  CryoLife  to comply  with any of the  provisions  of
Section 3(a) or 3(b) of this  Agreement,  other than an isolated,  insubstantial
and  inadvertent  failure  not  occurring  in bad faith and which is remedied by
CryoLife promptly after receipt of notice thereof given by the Employee;

     (iii) any purported or threatened termination by CryoLife of the Employee's
employment otherwise than for Cause, Death or Disability; or

     (iv) any failure by CryoLife  to comply with and satisfy  Section  11(c) of
this Agreement.



                                       4
<PAGE>


For purposes of this Section 5(c), any good faith determination of "Good Reason"
made by the  Employee  shall be  conclusive.  Anything in this  Agreement to the
contrary notwithstanding,  a termination by the Employee for any reason at least
90 but not more than 120 days following  consummation  of a Change of Control or
during the 30 day period immediately following the first anniversary of a Change
of Control shall be deemed to be a termination  for Good Reason for all purposes
of this Agreement.

     (d) Notice of Termination. Any termination by CryoLife for Cause, or by the
Employee for Good Reason,  shall be communicated by Notice of Termination to the
other party hereto given in accordance with Section 12(b) of this Agreement. For
purposes of this  Agreement,  a "Notice of  Termination"  means a written notice
which (i) indicates the specific termination  provision in this Agreement relied
upon, (ii) to the extent  applicable,  sets forth in reasonable detail the facts
and  circumstances  claimed to provide a basis for termination of the Employee's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined  below) is other than the date of receipt of such notice,  specifies
the termination date (which date shall be not more than 30 days after the giving
of such  notice).  The  failure by the  Employee or CryoLife to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing of
Good  Reason or Cause  shall not waive any right of the  Employee  or  CryoLife,
respectively, hereunder or preclude the Employee or CryoLife, respectively, from
asserting  such fact or  circumstance  in enforcing the Employee's or CryoLife's
rights hereunder.

     (e) Date of Termination.  "Date of Termination" means (i) if the Employee's
employment  is  terminated  by CryoLife  for Cause,  or by the Employee for Good
Reason,  the date of  receipt of the  Notice of  Termination,  or any later date
specified  therein,  as the case may be, (ii) if the  Employee's  employment  is
terminated  by  CryoLife  other  than  for  Cause  or  Disability,  the  Date of
Termination  shall be the date on which  CryoLife  notifies the Employee of such
termination  and (iii) if the  Employee's  employment is terminated by reason of
death or Disability,  the Date of Termination  shall be the date of death of the
Employee or the Disability Effective Date, as the case may be.

     6. Obligations of CryoLife upon Termination.

     (a) Good Reason; Other Than for Cause, Death or Disability.  If, during the
Employment Period, (i) CryoLife shall terminate the Employee's  employment other
than  for  Cause,  Death or  Disability  or (ii) the  Employee  shall  terminate
employment  for Good Reason,  then  CryoLife  shall pay to Employee as severance
compensation an amount equal to  $360,000.00.  Such payment shall be in addition
to sums due to Employee  through the Date of Termination and shall be subject to
normal withholding requirements of CryoLife. Payment of the amount shall be made
in one lump sum payment or in six equal monthly  installments as directed by the
Employee.

     (b) Death.  If the  Employee's  employment  is  terminated by reason of the
Employee's  death during the Employment  Period,  this Agreement shall terminate
without further obligations to the Employee's legal  representatives  under this
Agreement,  other than for payment of obligations  accruing  through the Date of
Termination.

                                       5
<PAGE>

     (c) Disability. If the Employee's employment is terminated by reason of the
Employee's  Disability  during  the  Employment  Period,  this  Agreement  shall
terminate  without further  obligations to the Employee,  other than for payment
obligations accruing through the Date of Termination.

     (d) Cause;  Other than for Good Reason. If the Employee's  employment shall
be  terminated  by CryoLife  for Cause or by the  Employee  without  Good Reason
during the Employment  Period,  this Agreement shall  terminate  without further
obligations to the Employee other than the obligation to pay to the Employee his
or her salary through the Date of Termination.

     7.  Non-exclusivity  of Rights.  Nothing in this Agreement shall prevent or
limit the Employee's  continuing or future  participation in any plan,  program,
policy or practice  provided by CryoLife or any of its affiliated  companies and
for which the Employee may qualify, nor shall anything herein limit or otherwise
affect such rights as the Employee may have under any contract or agreement with
CryoLife or any of its affiliated  companies.  Amounts which are vested benefits
or which the Employee is otherwise entitled to receive under any plan,  practice
or  program  of or  any  contract  or  agreement  with  CryoLife  or  any of its
affiliated  companies  at or  subsequent  to the  Date of  Termination  shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.

     8. Full  Settlement.  In no event shall the  Employee be  obligated to seek
other  employment  or take any other action by way of  mitigation of the amounts
payable to the Employee  under any of the  provisions of this Agreement and such
amounts  shall  not  be  reduced  whether  or not  the  Employee  obtains  other
employment.  CryoLife agrees to pay as incurred, to the full extent permitted by
law, all legal fees and expenses  which the Employee may  reasonably  incur as a
result of any contest  (regardless  of the outcome  thereof)  by  CryoLife,  the
Employee or others of the validity or enforceability of, or liability under, any
provision of this Agreement.

     9. Limitation or Expansion of Benefits.

     (a)  Anything in this  Agreement to the  contrary  notwithstanding,  in the
event it shall be determined  that any benefit,  payment or  distribution by the
Company to or for the benefit of the Employee  (whether payable or distributable
pursuant to the terms of this  Agreement or otherwise) (a "Payment")  would,  if
paid,  be  subject to the excise  tax  imposed by Section  4999 of the  Internal
Revenue  Code of 1986,  as amended  (the  "Code";  such excise tax,  the "Excise
Tax"),  then the Payment  shall be reduced to the extent  necessary of avoid the
imposition  of the Excise Tax. The Employee may select the Payment to be limited
or reduced.



                                       6
<PAGE>


     (b) All determinations  required to be made under this Section 9, including
whether  an Excise Tax would  otherwise  be imposed  and the  assumptions  to be
utilized in arriving at such  determination  and the value of the maximum amount
payable  without  imposition  of the Excise Tax,  shall be made by the certified
public accounting firm regularly engaged by the Company (the "Accounting  Firm")
which shall provide detailed supporting calculations both to the Company and the
Employee within 30 business days of the receipt of notice from the Employee that
a  Payment  is due to be  made,  or such  earlier  time as is  requested  by the
Company.  In the event that the  Accounting  Firm is serving  as  accountant  or
auditor for the individual, entity or group effecting the Change of Control, the
Employee may appoint another nationally  recognized  accounting firm to make the
determinations  required hereunder (which accounting firm shall then be referred
to as the Accounting  Firm  hereunder).  All fees and expenses of the Accounting
Firm shall be borne solely by the Company.  Any  determination by the Accounting
Firm shall be binding  upon the  Company  and the  Employee.  As a result of the
uncertainty  in the  application  of Section 4999 of the Code at the time of the
initial  determination  by the Accounting  Firm  hereunder,  it is possible that
Payments  hereunder  will  have been  unnecessarily  limited  by this  Section 9
("Underpayment"),   consistent  with  the  calculations   required  to  be  made
hereunder.  The Accounting Firm shall  determine the amount of the  Underpayment
that has occurred and any such  Underpayment  shall be paid by the Company to or
for the benefit of the Employee.

     (c) The  provisions  of this  Section 9 shall not  apply  unless  and until
amounts become payable to Employee pursuant to Section 6(a) hereof.

     10. Confidential Information.  The Employee and CryoLife are parties to one
or more separate agreements respecting confidential information,  trade secrets,
inventions and non-competition (collectively,  the "IP Agreements"). The parties
agree that the IP  Agreements  shall not be  superceded  or  terminated  by this
Agreement and shall survive any termination of this Agreement.

     11. Successors.

     (a) This  Agreement  is  personal  to the  Employee  and  without the prior
written  consent of CryoLife  shall not be assignable by the Employee  otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Employee's legal representatives.

     (b) This  Agreement  shall  inure to the  benefit  of and be  binding  upon
CryoLife and its successors and assigns.



                                       7
<PAGE>


     (c) CryoLife will require any  successor  (whether  direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of CryoLife to assume expressly and agree to perform this
Agreement  in the same  manner and to the same  extent  that  CryoLife  would be
required to perform it if no such  succession  had taken place.  As used in this
Agreement,  "CryoLife"  shall mean  CryoLife  as  hereinbefore  defined  and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

     12. Miscellaneous.

     (a) This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Georgia, without reference to principles of conflict of
laws. The captions of this  Agreement are not part of the provisions  hereof and
shall have no force and effect.  This  Agreement  may not be amended or modified
otherwise  than by a written  agreement  executed by the parties hereto or their
respective successors and legal representatives.

     (b) All notices and other communications  hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

      If to the Employee:

      James C. Vander Wyk, Ph.D.
      638 Goldenwood Ct.
      Powder Springs, GA  30127


      If to CryoLife:

      CryoLife, Inc.
      1655 Roberts Boulevard, N.W,
      Kennesaw, Georgia 30144
      Attention:  President

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

     (c) The invalidity or  unenforceability  or any provision of this Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

     (d) CryoLife may withhold  from any amounts  payable  under this  Agreement
such Federal,  state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

                                       8
<PAGE>

     (e) From and after the Effective  Date this Agreement  shall  supersede any
other agreement between the parties with respect to the subject matter hereof.

     IN WITNESS WHEREOF, the Employee has hereunder set the Employee's hand and,
pursuant to the authorization from its Board, CryoLife has caused these presents
to be executed in its name on its behalf, all as of the day and year first above
written.




                                    /s/ James C. Vander Wyk
                                    --------------------------------------------
                                    James C. Vander Wyk, Ph.D.


                                    CRYOLIFE, INC.


                                    By:  /s/ Steven G. Anderson
                                       -----------------------------------------
                                        Steven G. Anderson
                                        Chairman, President and CEO


                                       9
<PAGE>

                                    Exhibit A

Duties and Responsibilities of JAMES C. VANDER WYK, PH.D.:
---------------------------------------------------------

     All duties of Vice President,  Regulatory Affairs and Quality Assurance and
     duties  not  inconsistent  with  such  duties  that  are  assigned  by  the
     President.

Compensation:
------------

     Salary of $240,000 and bonus set by the  Compensation  Advisory  Committee.
     Salary & Bonus  subject  to  yearly  review  by the  Compensation  Advisory
     Committee of the Board of Directors:

Vacation and Employee Benefits:
------------------------------

     See attached  Company  vacation  plan,  standard  Company  medical plan and
     contributory 401K plan.

Company Business:
----------------

     The development,  marketing,  sale and distribution of tissue  preservation
     services and biomedical and medical products.





1546367v1

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