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Form of Grant of Non-qualified Stock Options To Directors

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Exhibit 10.36


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" ).


WHEREAS, the Corporation wishes to grant to the Optionee an option (the " Option" ) to purchase the number of shares of Common Stock set forth in this Agreement and under the terms and conditions set forth herein including the provision that the Option is not an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (" Code" );

NOW THEREFORE, in consideration of the foregoing, the mutual promises and covenants contained herein and the mutual benefit to be derived therefrom and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 1. Grant of Option : Subject to the terms and conditions set forth herein, the Corporation hereby grants to the Optionee the option to purchase, in the aggregate, up to shares of the Common Stock (the " Shares" ) which shall consist of authorized and unissued shares of the Common Stock or, at the option of the Corporation, treasury shares of Common Stock. The Option shall be deemed granted by the Corporation to the Optionee as of the Grant Date. This Option is not granted pursuant to the CryoLife, Inc. Amended and Restated Non-Employees Directors Plan (the " Plan" ), but the terms of the Plan are incorporated herein by reference. The terms of the Plan shall govern this Option. Optionee acknowledges receipt of a copy of the Plan. The Optionee has received a Prospectus covering the Shares subject to this Option.

2. Option Price : The price of the Option shall be the last closing price of the Corporation' s Common Stock on the New York Stock Exchange on the day of the grant of the Option. The Option exercise price is the sum of $ per share (the " Option Exercise Price" ).

3. Option Period : Subject to the limitations set forth in this Plan, an Option granted under the Plan shall vest and become exercisable on the Options' s Award Date. Subject to the limitations set forth in the Plan, the Option may be exercised at any time after its Award Date, provided that at the time of exercise all of the conditions set forth in the Plan have been met. Notwithstanding the foregoing, no Option may be exercised later than five years after the date of grant thereof.

4. Termination of Option : Except as herein otherwise stated, the Option, to the extent not previously exercised, shall terminate sixty (60) months following the Grant Date.

5. Cessation of Service : If a grantee leaves the Board of Directors for any reason, including without limitation resignation or death, such grantee' s Options shall remain in effect and exercisable, and shall expire as if the grantee had remained a Non-Employee Director of the Company. Upon the death of a Non-Employee Director, his or her Options shall be exercisable by his/her legal representatives or heirs, but in no event may the Options be exercised beyond the last date which they could have been exercised had the Non-Employee Director not died.

6. Delivery of Notice : The Optionee may exercise the Option only by delivering written notice to the Corporation of his intent to exercise the Option (the " Notice" ). The Notice shall be delivered to the Corporation at its principal office at:


1655 Roberts Blvd., N.W.

Kennesaw, Georgia 30144

or such other address as may be designated by the Corporation. The Notice shall specify the number of Shares to be purchased in accordance with this Agreement and shall include payment in full of the Option Price.

7. Payment : The Option Exercise Price shall be paid in cash in U.S. Dollars at the time the Option is exercised or in shares of Common Stock of the Company having an aggregate value equal to the Option Exercise Price. If the Option Exercise Price is paid by transfer of shares of Common Stock of the Corporation then the value of such shares will be determined by the last closing price of the Corporation' s Common Stock on the New York Stock Exchange prior to the exercise of the options. The Option Exercise Price may be paid by a combination of cash and Common Stock. Subject to approval by the Board, the phrase " shares of stock of the Company" , may include shares which the director is entitled to purchase by reason of a stock option grant, sometimes called " option shares" .

8. Delivery of Shares to Optioneee : Upon the Optionee' s proper exercise of the Option, the Corporation shall deliver to the Optionee one or more certificates evidencing the number of Shares purchased pursuant to the exercise of the Option and such Shares shall be fully paid and nonassessable. 9. Transferability : Except as otherwise provided in this paragraph 9, the Options granted under this Plan are not transferable other than as designated by the grantee by will or by the laws of the descent and distribution, and during the grantee' s life, may be exercised only by the grantee. However, the grantee may transfer the Option for no consideration to or for the benefit of the grantee' s Immediate Family (including, without limitation, to a trust for the benefit of the grantee' s Immediate Family or to a partnership or limited liability company for one or more members of the grantee' s

Immediate Family or to an IRA for the benefit of one or more members of his Immediate Family), subject to s
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