STAAR SURGICAL CO (Form: 8-K, Received: 10/01/2009 06:06:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 30, 2009

STAAR Surgical Company

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-11634 (Commission File Number)	95-3797439 (I.R.S. Employer Identification No.)

1911 Walker Ave, Monrovia, California (Address of principal executive offices)		91016 (Zip Code)

Registrant’s telephone number, including area code: 626-303-7902

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; election of Directors; appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Compensatory Arrangements of Certain Officers

The Company is filing this Current Report on Form 8-K to provide as exhibits certain documents establishing employment terms and compensatory arrangements with three of its executive officers.

Deborah Andrews, Vice President and Chief Financial Officer

As described in the Company ’ s most recent Proxy Statement, Ms. Andrews’ employment arrangement with the Company provides for a base salary, currently $250,000, which the Compensation Committee may adjust periodically, and a performance bonus of up to 40% of base salary, as determined by the Committee. If terminated without cause, Ms. Andrews will receive a severance payment equal to six months’ salary. If she is terminated as a result of a “change in control” and her job description is significantly changed, she will receive severance equal to one year’s salary and immediate vesting of all unvested stock options. The Company has undertaken to provide such compensation through the following actions:

Effective November 22, 2002, the Company entered into an Employment Agreement with Ms. Andrews in connection with her then employment as Global Controller. A copy of the Employment Agreement, which sets forth severance and change in control rights, is filed with this report as Exhibit 10.76, and is incorporated herein by this reference. The agreement provides for four months’ severance upon a termination without cause.

As reported in the Company’s Form 8-K filed on August 23, 2005, on August 17, 2005 the Company’s Nominating, Governance and Compensation Committee approved terms of employment for Ms. Andrews’ as Vice President and Chief Financial Officer, which included annual base salary in the amount of $225,000 and a performance bonus of up to 40% of base salary, and a grant of options to purchase up to 50,000 shares of Common Stock with an exercise price of $4.71 per share, which vested in three annual installments. Ms. Andrews also received benefits and perquisites comensurate to those received by the Company’s vice presidents, which would include six months’ severance in the event of termination without cause. Other than an option agreement in the form contained in the 2003 Omnibus Equity Incentive Plan, this compensatory arrangement was not further memorialized in a written agreement.

As reported in the Company’s Form 8-K filed on April 6, 2007, on April 2, 2007 the Company’s Compensation Committee approved for Ms. Andrews an 11% increase in base salary effective as of April 2, 2007, resulting in annual base salary of $250,000, and a cash bonus of $50,000, and awarded options to purchase 40,000 shares of common stock at an exercise price of $5.39 per share, which vest in three annual installments. This compensatory arrangement was confirmed to Ms. Andrews in a letter dated April 11, 2007, a copy of which is filed with this report as Exhibit 10.77 and is incorporated herein by this reference.

Reinhard Pichl, Managing Director, Domilens GmbH

On October 4, 2007 we entered into a service agreement with Dr. Reinhard Pichl to act as Managing Director of Domilens GmbH. The agreement, which became effective on November 1, 2007, provides for an annual base salary of 180,000 euro and an annual performance bonus of up to 30% of base salary. The agreement requires three full calendar months’ notice for termination without cause. The agreement also provides for an automobile allowance and life and disability insurance. A copy of the agreement is attached to this report as Exhibit 10.78 and is incorporated herein by this reference.

Hans Blickensdoerfer, Vice President, International Marketing

On December 16, 2004 we entered into an employment agreement with Hans Blickensdoerfer to act as our Vice President, International Marketing. If terminated without cause, Mr. Blickensdoerfer will receive a severance payment equal to six months’ salary, plus a prorata amount of his annual bonus eligibility. If Mr. Blickensdoerfer is terminated following a change in control he will receive a severance payment equal to one year’s salary. The agreement provides for an annual base salary of 195,000 Swiss francs, with an annual bonus of up to 30% of base salary. A copy of the agreement is attached to this report as Exhibit 10.79 and is incorporated herein by this reference. Mr. Blickensdoerfer’s current annual base salary has been set by the Compensation Committee at 250,000 Swiss francs.

Exhibit No.		Description

10.76		Employment Agreement effective November 22, 2002 by and between the Company and Deborah Andrews.

10.77		Letter of the Company dated April 11, 2007 to Deborah Andrews, Vice President and Chief Financial Officer, regarding compensation.

10.78		Service Agreement, dated October 4, 2007, by and between the Company and Dr. Reinhard Pichl.

10.79		Employment Agreement, dated December 16, 2004, by and between the Company and Hans Blickensdoerfer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

September 30, 2009	STAAR Surgical Company

	By:	/s/ Deborah Andrews
		Deborah Andrews
		Vice President and Chief Financial Officer

EMPLOYMENT AGREEMENT

This Employment Agreement is made and entered into by and between STAAR Surgical Company (the “Company”), a Delaware corporation located at 1911 Walker Avenue, Monrovia, California 91016 and Deborah Andrews (hereinafter the “Employee”), located at, CA, effective November, 2002.

RECITALS

A. WHEREAS, the Company wishes to retain the services of Employee and Employee wishes to render services to Company as Global Controller.

B. WHEREAS, the Employee and the Company desire to enter into this Employment Agreement and to establish the terms and conditions of the Employee’s employment.

C. WHEREAS, the Company and the Employee intend that this Agreement will supercede and replace any and all other employment agreements or arrangements for employment entered into by and between the Company and the Employee, and that such employment agreements or arrangements shall have no further force or effect.

AGREEMENT

NOW, THEREFORE, for and in consideration of the promises, covenants, and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

EMPLOYMENT

1.1 Employment . The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company in the capacity of Global Controller, based upon the terms and conditions set forth in this agreement.

1.2 Duties . During the term of her employment, the Employee shall devote her full time, efforts, abilities, and energies to the Company’s business and, in particular, shall use her best efforts, skill, and abilities to promote the general welfare and interests of the Company. The Employee shall loyally, conscientiously, and professionally do and perform all such duties and responsibilities as shall be reasonably assigned by the Company and the Employee’s superiors from time to time, and shall comply with all of the Company’s personnel policies and procedures, including, but not limited to, those contained in The Company’s Employee Handbook.

1.3 Noncompetition, Nonsolicitation and Noninterference and Proprietary Property and Confidential Information Provisions .

(a) Applicable Definitions .

For purposes of this paragraph, the following capitalized terms shall have the definitions set forth below:

(i) “Business Segments” - The term “Business Segments” is defined as each of Company’s (or Company’s affiliates’) products or product lines.

(ii) “Competitive Business” - The term “Competitive Business” is defined as any business that is or may be competitive with or similar to or adverse to any of Company’s (or Company’s affiliates’) Business Segments, whether such business is conducted by a proprietorship, partnership, corporation or other entity or venture.

(b) Nonsolicitation and Noninterference .

(1) Covenants . Employee hereby covenants and agrees that Employee shall not, either for Employee’s own account or directly or indirectly in conjunction with or on behalf of any person, partnership, corporation or other entity or venture:

(i) During the term of this Agreement and for a period of one (1) year from the date this Agreement terminates or expires, solicit or employ or attempt to solicit or employ any person who is then or has, within twelve (12) months prior thereto, been an officer, partner, manager, agent or employee of Company or any affiliate of Company whether or not such a person would commit a breach of that person’s contract of employment with Company or any affiliate of Company, if any, by reason of leaving the service of Company or any affiliate of Company (the “Nonsolicitation Covenant”); or

(ii) During the term of this Agreement and for a period of one (1) year from the date of the Agreement, on behalf of, directly or indirectly, any Competitive Business, or for the purpose of or with the reasonably foreseeable effect of harming the business of Company, solicit the business of any person, fm or company which is then, or has been at any time during the preceding twelve (12) months prior to such solicitation, a customer, client, contractor, supplier or vendor of Company or any affiliate of Company (the ‘‘Noninterference Covenant)”.

(2) Acknowledgements . Each of the parties acknowledges that: (i) the covenants and the restrictions contained in the Nonsolicitation and Noninterference Covenants are necessary, fundamental, and required for the protection of the business of Company; (ii) such Covenants relate to matters which are of a special, unique and extraordinary value; and (iii) a breach of either of such Covenants will result in irreparable harm and damages which cannot be adequately compensated by a monetary award.

(3) Judicial Limitation . Notwithstanding the foregoing, if at any time, despite the express agreement of Company and Employee, a court of competent jurisdiction holds that any portion of this Nonsolicitation and/or Noninterference Covenant is unenforceable by reason of its extending for too great a period of time or by reason of its being too extensive in any other respect, such Covenant shall be interpreted to extend only over the maximum period of time or to the maximum extent in all other respects, as the case may be, as to which it may be enforceable, all as determined by such court in such action.

(4) Termination of Agreemen t. The covenants and agreements contained in the Nonsolicitation and Noninterference Covenant shall terminate and be of no effect if this Agreement is terminated by Company without Cause.

(1) “ Applicable Definitions ” - For purposes of this paragraph, the following capitalized terms shall have the definitions set forth below:

(i) “ Confidential Information ” - The term “Confidential Information” is collectively and severally defined as any information, matter or thing of a secret, confidential or private nature, whether or not so labeled, which is connected with Company’s business or methods of operation or concerning any of Company’s suppliers, customers, licensors, licensees or others with whom Company has a business relationship, and which has current or potential value to Company or the unauthorized disclosure of which could be detrimental to Company. Confidential Information shall be broadly defined and shall include, by way of example and not limitation: (i) matters of a business nature available only to management and owners of Company of which Employee may become aware (such as information concerning customers, vendors and suppliers, including their names, addresses, credit or financial status, buying or selling habits, practices, requirements, and any arrangements or contracts that Company may have with such parties, Company’s marketing methods, plans and strategies, the costs of materials, the prices Company obtains or has obtained or at which Company sells or has sold its products or services, Company’s manufacturing and sales costs, the amount of compensation paid to employees of Company and other terms of their employment, financial information such as financial statements, budgets and projections, and the terms of any contracts or agreements Company has entered into) and (ii) matters of a technical nature (such as product information, trade secrets, knowhow, formulae, innovations, inventions, devices, discoveries, techniques, formats, processes, methods, specifications, designs, patterns, schematics, data, compilation of information, test results, and research and development projects). For purposes of the foregoing, the term “trade secrets” shall mean the broadest and most inclusive interpretation of trade secrets as defined by Section 3426.1(d) of the California Civil Code (the Uniform Trade Secrets Act) and cases interpreting the scope of said Section.

(ii) “ Proprietary Property ” - The term “Proprietary Property” is collectively and severally defined as any written or tangible property owned or used by Company in connection with Company’s business, whether or not such property also qualifies as Confidential Information. Proprietary Property shall be broadly defined and shall include, by way of example and not limitation, products, samples, equipment, files, lists, books, notebooks, records, documents, memoranda, reports, patterns, schematics, compilations, designs, drawing, data, test results, contracts, agreements, literature, correspondence, spread sheets, computer programs and software, computer print outs, other written and graphic records, and the like, whether originals, copies, duplicates or summaries thereof, affecting or relating to the business of Company, financial statements, budgets, projections, invoices.

(2) Ownership of Proprietary Property . Employee acknowledges that all Proprietary Property which Employee may prepare, use, observe, come into possession of and/or control shall, at all times, remain the sole and exclusive property of Company. Employee shall, upon demand by Company at any time, or upon the cessation of Employee’s employment, irrespective of the time, manner, cause or lack of cause of such cessation, immediately deliver to Company or its designated agent, in good condition, ordinary wear and tear and damage by any cause beyond the reasonable control of Employee excepted, all items of the Proprietary Property which are or have been in Employee’s possession or under his control, as well as a statement describing the disposition of all items of the Proprietary Property beyond Employee’s possession or control in the event Employee has not previously returned such items of the Proprietary Property to Company.

(3) Agreement Not to Use or Divulge Confidential Information . Employee agrees that he will not, in any fashion, form or manner, unless specifically consented to in writing by Company, either directly or indirectly use, divulge, transmit or otherwise disclose or cause to be used, divulged, transmitted or otherwise disclosed to any person, firm or corporation, in any manner whatsoever (other than in Employee’s performance of duties for Company or except as required by law) any Confidential Information of any kind, nature or description. The foregoing provisions shall not be construed to prevent Employee from making use of or disclosing information which is in the public domain through no fault of Employee, provided, however, specific information shall not be deemed to be in the public domain merely because it is encompassed by some general information that is published or in the public domain or in Employee’s possession prior to Employee’s employment with Company.

(4) Acknowledgement of Secrecy . Employee acknowledges that the Confidential Information is not generally known to the public or to other persons who can obtain economic value from its disclosure or use and that the Confidential Information derives independent economic value thereby, and Employee agrees that he shall take all efforts reasonably necessary to maintain the secrecy and confidentiality of the Confidential Information and to otherwise comply with the terms of this Agreement.

(5) Inventions, Discoveries . Employee acknowledges that any inventions, discoveries or trade secrets, whether patentable or not, made or found by Employee in the scope of his employment with Company constitute property of Company and that any rights therein now held or hereafter acquired by Employee individually or in any capacity are hereby transferred and assigned to Company, and agrees to execute and deliver any confirmatory assignments, documents or instruments of any nature necessary to carry out the intent of this paragraph when requested by Company without further compensation therefore, whether or not Employee is at the time employed by Company. Provided, however, notwithstanding the foregoing, Employee shall not be required to assign his rights in any invention which qualifies fully under the provisions of Section 2870(a) of the California Labor Code, which provides, in pertinent part, that the requirement to assign “shall not apply to any invention that the employee developed entirely on his or her own time without using employer’s equipment, supplies, facilities or trade secret information except for those inventions that either:

(i) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(ii) Result from any work performed by the employee for the employer.”

Employee understands that she bears the full burden of proving to Company that an invention qualifies fully under Section 2870(a). By signing this Agreement, Employee acknowledges receipt of a copy of this Agreement and of written notification of the provisions of Section 2870.

ARTICLE 2

COMPENSATION

2.1 Salary . The Company shall pay the Employee a salary payable at the gross rate of $4991.54 per pay period, to be paid on a bi-weekly basis. Employee’s annual salary shall be reviewed periodically by Company for the purpose of determining whether Employee’s salary shall be increased.

2.2 Employee Benefits . In addition to the compensation specified above, the Employee shall be permitted to participate in certain employee benefit programs in the same manner and subject to the same terms, conditions, and limitations as other full-time employees of the Company. The Company will provide a life insurance policy with a face value of $250,000, in addition to the other benefits that the employee is entitled to participate in. The Employee will also be eligible for four weeks vacation per year.

2.3 Business Expenses . The Company will reimburse the Employee for reasonable business expenses as outlined in the company’s business expense policy and provided that these expenses were incurred on Company business and that expense reports regarding these expenses are submitted to the Company in a timely manner.

2.4 Bonus . In addition to the salary described above, the Employee shall be eligible for an annual bonus of up to 20% of base salary based on the achievement of corporate financial performance measures and personal MBO’s.

ARTICLE 3

TERMINATION OF EMPLOYMENT

3.1 Termination . This employment relationship may be terminated for any of the reasons provided below:

a. Termination for Cause . Company may terminate this Agreement for “Cause”, upon 15 days written notice. Cause means any of the following: (1) willful breach or habitual neglect of the duties which Employee is required to perform under the terms of this Agreement, (2) any act of dishonesty, fraud, insubordination, misrepresentation, gross negligence or willful misconduct, (3) conviction of a felony, or (4) intentional violation of any Company policy. Company may terminate this Agreement for Cause by giving written or verbal notice of termination to Employee. With the exception of the covenants set forth in Paragraph 1.3,4.1 and 4.3, upon such termination the obligations of Employee and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Employee’s employment is terminated pursuant to this paragraph, the Company shall pay to Employee, immediately upon such termination, any accrued but unpaid compensation to which Employee is entitled on the date of such termination.

b. Termination for Poor Performance . Employer may terminate employee’s employment under this Agreement for “Poor Performance”. Poor Performance is a failure of the Employee to properly meet the duties and responsibilities of her position in a competent fashion, as determined by the Chief Financial Officer or Chief Executive Officer. Such termination for “Poor Performance” shall occur only after employee has been advised in writing of the failure to meet the duties and responsibilities, or guidelines/goals and given a reasonable period of time of at least employment, and shall receive one additional month of base salary. Employee shall be entitled to no other payments or benefits after a termination for Poor Performance. With the exception of the covenants set forth in Paragraph 1.3, 4.1 and 4.3, upon such termination the obligations of Employee and Company under this Agreement shall immediately cease.

c. Death . Employee’s employment shall terminate upon the death of Employee. Upon such termination, the obligations of Employee and Company under this Agreement shall immediately cease. In the event of a termination pursuant to this paragraph, Employee shall be entitled to receive any amount of compensation earned but unpaid. All other rights Employee has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs.

d. Election By Employee. Employee’s employment may be terminated at any time by Employee upon not less than thirty (30) days written notice to Company. With the exception of the covenants set forth in Paragraphs 1.3, 4.1 and 4.3, upon such termination the obligations of Employee and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this paragraph, Employee shall be entitled to receive any amount of compensation earned but unpaid. All other rights Employee has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs.

e. Election by Company Due to a Change of Control . If Employee’s employment is terminated by Company due to the sale or disposition by the Company of substantially all of its business or assets or the sale of the capital stock of Company in connection with the sale or transfer of a controlling interest in Company to a third party or the merger or consolidation of Company with another corporation as part of a sale or transfer of a controlling interest in Company to a third party and if the Employee’s essential duties and responsibilities as set forth in the job description for the position that Employee is in at the time of the change of control are significantly changed due to a change in control, then in lieu of any other rights or benefits under this Agreement, Employee shall be entitled to one (1) year’s salary, and any option held by Employee which is unvested on the date of termination shall immediately vest. “A controlling interest” shall be defined as 50% or more of the common stock of the Company. “One (1) year’s salary” shall be defined as only the cash compensation paid to Employee pursuant to paragraph 2.1, as it may be modified from time to time, and shall not include employee benefits, bonus, stock options, automobile allowance or debt forgiveness, if any. With the exception of the covenants contained in Paragraphs 1.3(c), 4.1 and 4.3, upon such termination the obligations of Employee and the Company shall immediately cease.

f. Termination Without Cause . Company is entitled to terminate the Employee’s employment without cause for any reason; provided, however, that the Employee shall be entitled to 30 days written notice and four months pay as severance, as well as any accrued but unpaid compensation in lieu of any other rights or benefits under this Agreement, to which Employee is entitled on the date of such termination. With the exception of the covenants contained in Paragraphs 1.3(c), 4.1 and 4.3, upon such termination the obligations of Employee and the Company shall immediately cease.

ARTICLE 4

ADDITIONAL OBLIGATIONS

4.1 Non-Interference . The Employee shall not now or in the future, either during or subsequent to the period of the Employee’s employment, disrupt, damage, impair or interfere with the business of the Company in any manner, including, without limitation, inducing an employee to leave the employ of the Company or inducing an employee, a consultant, a sales representative, or an independent contractor to sever that person’s relationship with the Company either by interfering with or raiding the Company’s employees or sales representatives, disrupting the relationships with customers, agents, independent contractors, representatives or vendors, or otherwise.

4.2 Conflicts of Interest . If the Employee is involved, directly or indirectly, in an activity that presents a potential or actual conflict of interest, as determined by the Company, by virtue of the Employee’s employment or employment relationship with the Company, the Employee shall immediately terminate such activity, employment and/or relationship unless the Employee has the express written permission of the Company to continue it. If the Employee has any doubts as to whether a potential or actual conflict of interest is involved, the Employee must disclose all pertinent facts to the Company before undertaking the activity. The Company shall make the final decision as to whether such a conflict or potential conflict exists in its sole and subjective discretion.

4.3 Confidentiality . The Employee agrees, at all times during and after the Employee’s employment hereunder, to hold in the strictest confidence, and not to disclose to any person, firm or corporation without the express written authorization of the Chairman of the Board of the Company, any trade secret, such as any financial information or any secret, proprietary, or confidential information relating to the research and development programs, vendor and marketing programs, customers, customers’ information, sales or business of the Company, except as such disclosure or use may be required in connection with his work for the Company or is published or is otherwise readily available to the public or becomes known to the public other than by his breach of this Agreement. If it is at any time determined that any of the information or materials identified above are, in whole or in part, not entitled to protection as trade secrets, the Employee and the Company agree that they shall nevertheless be considered and treated as confidential information that is protected under this Agreement, in the same manner as trade secrets, to the extent permitted by law.

The Employee further agrees, upon termination of this Agreement, to promptly deliver to the Company all notes, books, correspondence, drawings, computer storage information, and any and all other written and graphical records in his possession or under his control relating to the past, present or future business, accounts, or projects of the Company.

ARTICLE 5

MISCELLANEOUS

5.1 Entire Agreement . This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all other arrangements, communications, understandings, promises, stipulations, arrangements, whether any of the same are either oral or in writing, or express or implied, between the parties hereto with respect to the subject matter hereof, including, but not limited to, any implied-in-law or implied-in-fact covenants or duties relating to employment or the termination of employment. No change to or modification of this Agreement shall be valid or binding unless the same shall be in writing and signed by both the Employee and the President of the Company.

5.2 Severability . In the event that any one or more of the provisions of this Agreement shall be held invalid, illegal, or unenforceable, in any respect, by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected thereby.

5.3 Applicable Law . This Agreement and the rights and remedies of each party arising out of or relating to this Agreement, shall be governed by, interpreted under and enforced under the laws of the State of California.

5.4 Counterparty . This Agreement may be executed in counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto acknowledge that they have read this Agreement, fully understand it, and have freely and voluntarily entered into it.

Dated: 12/2/02	“EMPLOYEE” /s/Deborah Andrews
Dated: 12/18/02	“The Company” /s/John Bily STAAR Surgical Company

Service Agreement

between

Domilens GmbH, Holsteiner Chaussee 303a

(hereinafter referred to as: Company )

and

Dr. Reinhard Pichl, Hauptstraße 37, 79227 Schallstadt

(hereinafter referred to as: Managing Director or Dr. Pichl )

Preamble

Dr. Pichl has been appointed managing director of the Company by way of the shareholders resolution with effect as of 1 November 2007. In this regard, the following has been agreed upon:

§ 1

Power of Representation

(1) The Managing Director has sole power to represent the Company.

(2) The Company may at any time change the power of representation.

§ 2

Management of the Company

(1)

The Managing Director shall manage the Company pursuant to the regulations set forth in this Service Agreement, in the articles of association of the Company, the rules of procedure for the Management of the Company in its current version, if applicable, as well as the instructions of the shareholders.

(2)	For all business transactions and measures beyond the ordinary course of business of the Company the Managing Director needs to receive the express prior approval of the shareholders. These are in particular:

Ø	Sale and shut-down of the business of the Company or significant parts thereof;

Ø	Establishment of subsidiaries;

Ø	Acquisition or sale of other companies or participations of the Company;

Ø	Acquisition, sale, or encumbrances of real property or rights equivalent to real property as well as the obligation to carry out such business transactions;

Ø	Acceptance of sureties and guarantees as well as acceptance of any kind of liabilities resulting from bills of exchange;

Ø	Drawdown or granting of credits or securities of any kind that exceed € 25,000 and do not belong to the ordinary course of business;

Ø	Conclusion, amendment or termination of agreements that burden the Company with more than € 50,000 in each individual case;

Ø	Employment, promotion and dismissal of employees with an annual gross salary of more than € 80,000;

Ø	Granting and revocation of prokura and power of attorney;

Ø	Granting of pension promises of any kind.

The list of business transactions requiring prior approval of the shareholders may be expanded or reduced at any time by way of shareholders resolution.

(3)	The Company may at any time appoint further managing directors and resolve rules of procedure for the management, stipulating the scope of duties and responsibilities for each managing director.

§ 3

Term of this Agreement

(1)

This Agreement becomes effective on 1 November 2007 and has been entered into for an indefinite period of time. The first six months of the employment relationship are deemed to be the probation period. During this period the employment may be terminated with a notice period of one month to the end of each month. After expiration of the probation period, the notice period shall be three months to the end of a month.

(2)	This Agreement shall end without notice of termination at the end of the month, in which the Managing Director reaches the age of 65 or his full reduction in earning capacity should be declared.

(3)	The right for termination without notice due to an important reason remains unaffected. An important reason for the Company may be in particular the Managing Director’s breach of the internal restrictions set forth for the management in § 2 para. 2 of this Agreement.

(4)	The notice of termination shall be declared in writing.

(5)	The appointment as managing director may be revoked at any time by way of shareholders resolution. The revocation of the appointment (recall) shall be deemed to be the termination of this Agreement with effect to the next possible date.

(6)	From the date of receiving the termination – irrespective of which party gives notice of termination - the Company may release the Managing Director from his duties. All holiday claims shall be deemed satisfied with the release. During the release period

§ 615 sentence 2 German Civil Code ( BGB ) shall apply.

§ 4

Remuneration

(1)

For his services the Managing Director shall receive an annual fixed gross remuneration of € 180,000.00 (in words: Euro one hundred eighty thousand). The agreed annual fixed gross remuneration shall be payable in twelve equal instalments, each to be paid at the end of a calendar month reduced by taxes and contributions to social security. Insofar as the service of the Managing Director starts or ends during a calendar year, the annual fixed gross remuneration shall be due pro rata temporis .

(2)	No additional remuneration shall be paid for extra work or overtime.

(3)

Additionally, the Managing Director may earn a variable remuneration in case annual targets are reached, that have been stipulated by the shareholders meeting in agreement with the Managing Director. The annual variable gross remuneration in case of 100 % fulfilment of the stipulated annual targets shall be 30% of the annual fixed gross remuneration. In case a contract year is shorter than a calendar year this amount shall be due pro rata temporis . The earned variable remuneration shall be due for payment after determination of the audited financial statements for the concerned calendar year. In case the Parties cannot agree on new annual targets for the following business year, at least those targets shall be valid for the following business year that are developed by way of adjusting the targets of the previous year.

(4)

Subject to the approval of the executive board of STAAR Surgical Company ( Parent Company ) the Managing Director shall be granted 25,000 options for the acquisition of shares in STAAR Surgical Company. The price for exercising the option shall be the market value valid on the date the option has been granted, unless a different price for exercising the option has been stipulated in writing upon granting the options. The question whether the options have reached the date for being exercised or utilized, the exercise or the expiry as well as further rights and obligations relating to the options shall be determined pursuant to the regulations of the current stock-option-plan of STAAR Surgical Company, according to which they have been granted. The Parties are in agreement, that for the rights and obligations stipulated in the stock-option-plan the jurisdiction shall apply, that is stipulated in the stock-option-plan itself.

§ 5

Working Hours

The Managing Director shall work exclusively for the Company and shall do his utmost to promote the Company’s interests. If necessary, the Managing Director shall be at the Company’s disposal beyond the usual working hours and shall promote its interests.

§ 6

Non-competition and Non-solicitation Clause

(1)	The Managing Director undertakes not to be active during the term of this Agreement, neither as free-lancer nor as employee, nor as contractor, neither directly nor indirectly by way of participation, in any way as competition or for a direct competitor of the Company.

(2)

The Managing Director shall not, neither during the term of this Agreement nor after its termination, neither himself nor through others, neither directly nor indirectly, solicit employees of the Company actively or induce them to termination their employment agreement with the Company and to conclude a new one with a company competing with the Company.

(3)	The non-competition and non-solicitation clause is also applicable in favour of companies affiliated with the Company (§ 15 German Stock Companies Act, AktG ).

§ 7

Secondary Employment

Any additional kind of remunerated or usually remunerated activity of the Managing Director requires the express prior approval in writing of the shareholders meeting.

§ 8

Vacation Entitlement

(1)	The Managing Director is, on the basis of a working week of 5 days, entitled to an annual vacation with pay of 30 days. Insofar as the service of the Managing Director starts or ends during a calendar year, the annual vacation entitlement shall be granted pro rata temporis .

(2)	The vacation has to be stipulated taking into account the interests of the Company. The Managing Director will ensure that, also during his vacation, he can be contacted at short notice.

§ 9

Illness

In case the Managing Director should be prevented from working, due to illness through no fault of his own that prevents him from carrying out his tasks or any other circumstance beyond his fault preventing him from rendering his services during the term of this Agreement, the Managing Director is entitled to receive continued payment of the remuneration pursuant to § 4 para. 1 of this Agreement on a pro rata temporis basis for a period of six weeks. The Managing Director shall assign to the Company claims for indemnification towards third parties in the amount of the continued remuneration paid to him.

§ 10

Insurance

The Company shall conclude an accident insurance in favour of the Managing Director for the term of this Agreement covering accidents at work and accidents during everyday life with a sum insured of €153,399 for the event of death and € 355,646 for the event of incapacitation.

§ 11

Pension Promise

The Company shall, after the Managing Director has passed the probation period, establish in his favour a pension plan by way of a direct insurance with annual contributions in an amount of € 1.750,00 gross (in words: Euro one thousands evenhundred fifty). Additionally, the Act on the Amendment of Company Pension Schemes shall be applicable. The income tax eventually due on these payments shall be borne by the Managing Director.

§ 12

Reimbursement of Expenses

(1)	Expenses occurring during carrying out his tasks in the scope of this Agreement shall be reimbursed to the Managing Director upon presentation of the corresponding expense vouchers up to the maximum allowable amount for tax purposes.

(2)	The Company will, during the first twelve months of this Agreement, participate in the monthly costs for renting accommodation situated near to the seat of the Company up to a maximum amount of € 1,500.00 per month. The actual costs shall be verified by a copy of the lease agreement.

(3)	The Company will, during the first twelve months of this Agreement, participate in the costs for monthly travelling respectively flights to the home of the Managing Director up to a maximum amount of € 1,200.00 per month.

(4)

Should the Managing Director during the first twelve months of this Agreement move his residence to a place near the seat of the Company, the Company will reimburse the Managing Director with costs occurring for the relocation up to a maximum amount of € 15,000.00 upon presentation of the corresponding expense vouchers. The relocation order may only be given in agreement with the Company. The Managing Director shall previously solicit the quotations of at least two transport companies. In case the Managing Director’s Service Agreement should be terminated before the expiration of one year after the date of relocation, he shall be obliged to return the relocation costs to the Company. There is no repayment obligation in case the Service Agreement is terminated by way of an ordinary termination by the Company.

§ 13

Company Car

(1)

The Company will put at the Managing Director’s disposal a company car for the purpose of carrying out his contractual obligations. This car shall be an upper medium-sized car (Mercedes E-class, BMW 5er-series, Audi A6). The Managing Director has no right to claim any specific vehicle type or model.

(2)

Additionally to the utilization for business purposes, the Managing Director may – up to a limited extent – use the car for private purposes. The non-cash benefit for the private use shall be calculated pursuant to the currently applicable tax regulations and shall be borne by the Managing Director.

(3)	The further details for the use of the company car are stipulated in a separate agreement.

§ 14

Secrecy

During the term of this Agreement and after its termination the Managing Director is obliged to keep strict secrecy about all confidential information regarding the business or particular matters of the Company and affiliated companies (§ 15 German Stock Companies Act, AktG ) and not to use this information neither for his own purposes nor for third parties. The secrecy obligation relates in particular to any strategic plans of the Company, all information regarding products and product development and plans thereof, pricing, customer and supplier relationships, other contractual relationships and conclusions of agreements, marketing strategies, plans or analyses regarding market potential, information regarding turnover, profit and productivity, financing, fund-raising schemes or activities, personnel or personnel planning of the Companies.

§ 15

Return of Documents

The Managing Director shall, upon termination of this Service Agreement, return without request all documents, deeds, records, notes, drafts or copies thereof, irrespective of their data carrier, to the Company. He has no right of retention regarding these documents towards the Company.

§ 16

Contractual Penalty

(1)	The Managing Director shall pay to the Company a contractual penalty in case he

·	breaches the non-competition and non-solicitation clause pursuant to § 6 as well as the secondary employment clause pursuant to § 7 of this Agreement;

·	breaches the secrecy obligation or his obligation to return the documents pursuant to §§ 14 and 15 of this Agreement;

·	does not take up his post or does not do so in due time;

·	terminates this Service Agreement not adhering to the applicable notice period; or

·	gives cause by his behaviour to the Company for an extraordinary termination of this Service Agreement due to important reason.

(2)

It shall be in the Company’s equitable discretion to stipulate the amount of the contractual penalty to be paid by the Managing Director pursuant to above para. 1. In case of dispute regarding this discretionary decision the competent court will reassess it. The maximum amount of the contractual penalty will be € 50,000.00 for each individual case. In case of a continuing breach the contractual penalty shall newly arise for each started month. The Company reserves its right to claim additional damages.

§ 17

Final Provisions

(1)	The Parties are in agreement that upon signature of this Service Agreement all possible previous agreements relating to the service of the Managing Director for the Company are invalid and replaced by this Service Agreement. No further agreements beyond this Service Agreement have been concluded.

(2)	Amendments or supplements to this Service Agreement have to be made in writing and require the express approval of the shareholders meeting in order to be valid. The same applies to waiving this requirement. The electronic form is excluded.

(3)

Should individual provisions be or become invalid, this does not affect the validity of the remaining provisions. Instead of the invalid provision or in case of omissions in this Agreement a reasonable provision shall be agreed upon, which corresponds most closely to the intended economic purpose of the invalid provision respectively to the provision, which would have been agreed upon by the Parties pursuant to the whole purpose of this Agreement, if they had thought of this issue in beforehand.

Place, Date Hamburg, 4 October 2007		Place, Date Mengen, 10/10/07



/s/ H.M. Blickensdoerfer		/s/ Reinhard Pichl
Signature Company		Signature of General Manager

Hans Blickensdoerfer		Dr. Reinhard Pichl
General Manager Domilens GmbH

EMPLOYMENT AGREEMENT

STAAR Surgical AG is entering into an Employment Contract as per Article 319ff of the Swiss Obligation Law with

Mr. Hans Martin Blickensdoerfer

Born on 16 January 1965 in Germany:

1. Position and Tasks in the Company

1.1 Position

The Employee is employed as Vice President Sales & Marketing.

1.2 Tasks

The main tasks of the Employee are mentioned in Addendum A).

2. Start and Duration of the Employment

2.1 Start

The beginning of the Employment relationship is on January 1st, 2005.

2.2 Time of Probation

There is no probation period agreed upon.

2.3 Duration

The employment relationship is entered into for an undetermined period of time.

3. Salary

3.1	Gross Salary

The Employee will receive an annual basic gross salary of CHF 195,000.00 paid over 12 months, of CHF 16250.000 with a bonus on the achievement of preset objectives of 25% of this salary and 35,000 options at the price of the day of the start of employment with STAAR Surgical AG.

Supplementary Payments

The Employee is, according to Swiss and Bernese law, entitled to child support payments. All changes concerning the above payments have to be communicated o the Employer within seven days.

3.2 Deductions

The following will be deducted, according to law and regulations, from the gross salary:

a) AHV/IV/EO/ALV

b) BVG

c) Non-professional accident insurance (SUVA)

d) Tax on the source

e) Insurance for loss of earnings in case of sickness

3.3	Special Compensations

If the Employer grants special compensations (gratification, service awards, etc.) it represents voluntary performance by the Employer, which, even when paid several times, does not give the right to a claim.

4. Vacation

The Employee is entitled to 23 working days per calendar year.

5. Restraint of Trade, Loyalty and Confidentiality.

5.1	Manufacturing and business secrecy.

5.1.1.

The duty to observe the manufacturing and business serest is in effect during the whole employment relationship and continues after termination of the employment relationship.

5.1.2

A violation of the imposed secrecy will result in an immediate termination of the employment relationship.

5.1.2

In the case of violation of the imposed secrecy, the Employer may file a claim for full damages.

6. Notice of Termination

Notice can be given by both parties with a notice period of six months. Should the employment be terminated for reasons other than cause, you will receive 6 months in lieu of notice. If STAAR Surgical AG or its successors terminate the employment relationship for reasons other than cause, the employee is eligible to receive bonus (subject to objectives) pro-rated for the period of employment up to and including the 6 months of notice period.

The notice period is extended to 1 year (12 months) under the following conditions:

If the company is acquired by a third partner and the job is eliminated or materially modified in scope of responsibility, the employee will receive compensation during 1 year (12 months) from the date of notice.

By presenting valid reasons in writing according to Art. 337ff of the OR, the Employer as well as the Employee may terminate the employment without notice.

7.	Special agreements

7.1	During the first year of employment a bonus of 10% of the 25% bonus is guaranteed and will be paid in the month relocation is completed to Nidau area.

7.2	The employer will cover hotel costs and traveling expenses during the first 3 months, while location to Biel is not possible.

7.3	The employer will cover the costs of the rent of the apartment of the employee from April to June 2005, while relocation to Biel is organized.

7.4	The employer will pay for all reasonable relocation costs to Biel, up to a maximum amount of CHF 10,000.00

8. Reservation of Statutory Regulations

8.1	If the above employment contract does not state any other regulations, the statutory regulations are valid.

9. Place of Jurisdiction

Unless otherwise and stringently prescribed by law, the place of jurisdiction is the place of the Employer.

Nidau, 24 November 2004

/s/David Bailey

The Employer:

STAAR Surgical AG

Nidau, 16 December 2004

/s/H.M. Blickensdoerfer

The Employee