**Exhibit 10.8**

**IRIDEX CORPORATION**

**CHANGE OF CONTROL SEVERANCE AGREEMENT**

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between James H. Mackaness(“Executive”) and IRIDEX Corporation (the “Company”), effective as of January 22, 2008 (the “Effective Date”). 

**RECITALS**

**WHEREAS**, it is expected that the Company from time to time willconsider the possibility of a merger with another company, an acquisition by another company or other Change of Control (as defined herein). The Board of Directors of the Company (the “Board”) recognizes that such consideration can be adistraction to Executive and can cause Executive to consider alternative employment opportunities. 

**WHEREAS**, the Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue his or her employment to motivate Executive to maximizethe value of the Company upon a Change of Control for the benefit of its stockholders. 

**WHEREAS**, theBoard believes that it is in the best interests of the Company and its stockholders to provide Executive with certain severance benefits upon Executive’s termination of employment without cause or upon a constructive termination following aChange of Control of the Company and to provide Executive with certain severance benefits upon Executive’s termination of employment without cause outside of the change of control context, in order to provide Executive with enhanced financialsecurity and incentive to remain with the Company. 

**WHEREAS**, certain capitalized terms used in theAgreement are defined in Section 5 below. 

**AGREEMENT**

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

1. Term of Agreement. This Agreement will terminate upon the date that all of the obligations of the parties hereto with respect to this Agreementhave been satisfied. 

2. At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and willcontinue to be at-will, as defined under applicable law, except as may otherwise be specifically provided under the terms of a written formal employment agreement, if any, between the Company and Executive (an “Employment Agreement”). IfExecutive’s employment terminates for any reason, including (without limitation) any termination prior to a Change of Control, Executive will not be entitled to any payments, benefits, damages, awards or compensation other than as provided bythis Agreement. 

3. Severance Benefits. 

(a) Constructive Termination or Termination without Cause Following a Change of Control. If, in the event that (a) withintwelve (12) months following a Change of Control, or (b) at any time prior to a Change of Control if such termination is effected at the request of an Acquiror, (x) Executive terminates his or her employment with the Company (or anyparent or subsidiary or successor of the Company) for Good Reason, or (y) the Company (or any parent or subsidiary or successor of the Company) terminates Executive’s employment without Cause, and, in each case, Executive signs and doesnot revoke a standard release of claims with the Company in a form acceptable to the Company, then Executive will receive, in addition to Executive’s salary payable through the date of termination of employment and any other employee benefitsearned and owed through the date of termination, the following severance from the Company: 

(i) Severance Payment. Asprovided in Section 3(b) below, six (6) months severance pay (less applicable withholding taxes) equal to the pro-rata portion of Executive’s base salary (as in effect immediately prior to (A) the Change of Control, or(B) Executive’s termination, whichever is greater, the “Severance Amount”). 

(ii) Accelerated Vestingof Options; Restricted Stock. Then-outstanding and unvested stock options in Company common stock held by Executive (“Options”) will immediately vest and become exercisable as to fifty percent (50%) of the unvested sharesunderlying such Options (the “Option Acceleration Amount”). The Options will remain exercisable following the termination for the period prescribed in the respective option agreement, which will not extend past the term of each Option.Additionally, fifty percent (50%) of any shares of restricted stock (“Restricted Stock”) then-held by Executive will immediately vest and the applicable Company right of repurchase or reacquisition with respect to such shares ofRestricted Stock will lapse (the “Restricted Stock Acceleration Amount”). 

(iii) Continued EmployeeBenefits. Reimbursement for a period of up to six (6) months (less applicable withholding taxes, if any) for the costs and expenses incurred by Executive and/or Executive’s eligible dependents for coverage under the Company’sBenefit Plans, provided that such coverage is timely elected under COBRA. 

(b) Timing of Severance Payments. TheCompany will pay the severance payments to which Executive is entitled under Section 3(a)(i) in a lump sum. If Executive should die before all amounts have been paid, such unpaid amounts will be paid in a lump sum payment (less any withholdingtaxes) to Executive’s spouse, designated beneficiary, or otherwise to the personal representative of Executive’s estate. 

(c) Severance Benefits Eligibility. Notwithstanding any other provision in this Agreement to the contrary, during the period commencing on the Effective Date and continuing until the date three (3) months after the EffectiveDate (the “Trial Period”), the Executive shall be eligible to receive only one-half (1/2) of the Severance Amount provided for in Section 3(a)(i). 

 

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(d) Voluntary Resignation; Termination For Cause or without Cause Outside of theContext of a Change of Control. If Executive’s employment with the Company terminates (i) voluntarily by Executive (except upon a termination for Good Reason (a) within twelve (12) months following a Change of Control, or(b) at any time prior to a Change of Control if such termination is at the request of an Acquiror), (ii) for Cause by the Company (or any parent or subsidiary or successor of the Company), or (iii) without Cause by the Company (or anyparent or subsidiary or successor of the Company) if not (a) within twelve (12) months following a Change of Control, or (b) at any time prior to a Change of Control if such termination is at the request of an Acquiror, then Executivewill not be entitled to receive any severance benefits and the sole obligation of the Company shall be to pay to Executive, an amount equal to Executive’s base salary payable through the date of termination of employment and any other employeebenefits earned and owed through the date of termination. 

(e) Disability; Death. If the Company terminatesExecutive’s employment as a result of Executive’s Disability, or Executive’s employment terminates due to his or her death, then Executive will not be entitled to receive severance benefits and the sole obligation of the Company shallbe to pay to Executive an amount equal to Executive’s base salary payable to the date of termination of employment and any other employee benefits earned and owed through the date of termination to Executive, Executive’s spouse, designatedbeneficiary, or otherwise to the personal representative of Executive’s estate, as the case may be. 

(f) ExclusiveRemedy. In the event of a termination of Executive’s employment with the Company (or any parent or subsidiary or successor of the Company), the provisions of this Section 3 are intended to be and are exclusive and in lieu of any otherrights or remedies to which Executive or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive will be entitled to no benefits, compensation or other payments or rights upontermination of employment other than those benefits expressly set forth in this Section 3. 

(g)Section 409A. Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder(“Section 409A”) at the time of Executive’s termination, then only that portion of the severance and benefits payable to Executive pursuant to this Agreement (other than due to death), if any, and any other severance payments orseparation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as definedbelow) may be made within the first six (6) months following Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefitsin excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment onthe date six (6) months and one (1) day following the date of Executive’s termination of employment or the date of Executive’s death if earlier. All subsequent Deferred Compensation Separation Benefits, if any, will be payable inaccordance with the payment schedule applicable to each payment or benefit. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder willbe subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take suchreasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. 

 

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For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two(2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment asdetermined under Treasury Regulation 1.409A-l(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant toSection 401(a)(17) of the Code for the year in which Executive’s employment is terminated. 

4. Limitation on Payments. Inthe event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for thisSection 4, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either: 

(a) delivered in full, or 

(b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, 

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results inthe receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and Executiveotherwise agree in writing, any determination required under this Section 4 will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determinationwill be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxesand may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonablyrequest in order to make a determination under this Section 4. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. 

5. Definition of Terms. The following terms referred to in this Agreement will have the following meanings: 

(a) Acquiror. For purposes of this Agreement an “Acquiror” is either a person or a member of a group of related personsrepresenting such group that in either case obtains effective control of the Company in the transaction or a group of related transactions constituting the Change of Control. 

 

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(b) Benefit Plans. For purposes of this Agreement, “Benefit Plans” meansthe group health plans, policies or arrangements that the Company sponsors (or participates in) and that immediately prior to Executive’s termination of employment provide Executive and/or Executive’s eligible dependents with medical,dental, and/or vision benefits. Benefit Plans do not include any other type of benefit (including, but not by way of limitation, disability, life insurance or retirement benefits). A requirement that the Company provide Executive andExecutive’s eligible dependents with coverage under the Benefit Plans will not be satisfied unless the coverage is no less favorable than that provided to senior executives of the Company at any applicable time during the period Executive isentitled to receive severance pursuant to Section 3. The Company may, at its option, satisfy any requirement that the Company provide coverage under any Benefit Plan by providing coverage under a separate plan or plans providing coverage thatis no less favorable or by paying Executive a lump sum payment which is, on an after-tax basis, sufficient to provide Executive and Executive’s eligible dependents with equivalent coverage under a third-party plan that is reasonably availableto Executive and Executive’s eligible dependents. 

(c) Cause. “Cause” is defined as (i) an act ofdishonesty made by Executive in connection with Executive’s responsibilities as an employee, (ii) Executive’s conviction of, or plea of nolocontendere to, a felony or any crime involving fraud, embezzlement or any otheract of moral turpitude, or a material violation of federal or state law by Executive that the Board reasonably believes has had or will have a detrimental effect on the Company’s reputation or business; (iii) Executive’s grossmisconduct, (iv) Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’srelationship with the Company; (v) Executive’s willful breach of any obligations under any written agreement or covenant with the Company; or (vi) Executive’s continued failure to perform his employment duties after Executive hasreceived a written demand of performance from the Company with specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and has failed to cure such non-performance to theCompany’s satisfaction within 10 business days after receiving such notice. 

(d) Change of Control. “Changeof Control” of the Company is defined as: 

(i) any “person” (as such term is used in Sections 13(d) and14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the totalvoting power represented by the Company’s then outstanding voting securities; or 

(ii) a change in the composition ofthe Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” will mean directors who either (A) are directors of the Company as of the datehereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election ornomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or 

 

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(iii) the date of the consummation of a merger or consolidation of the Company with anyother corporation that has been approved by the stockholders of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company; or 

(iv) the date of the consummation of the sale or disposition by the Company of all or substantially all the Company’s assets. 

(e) Disability. “Disability” will mean that Executive has been unable to perform his Company duties as the result of hisincapacity due to physical or mental illness, and such inability, at least twenty-six (26) weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Executiveor Executive’s legal representative (such Agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least 30 days’ written notice by the Company of its intention toterminate Executive’s employment. In the event that Executive resumes the performance of substantially all of his duties hereunder before the termination of his employment becomes effective, the notice of intent to terminate will automaticallybe deemed to have been revoked. 

(f) Good Reason. “Good Reason” means the occurrence of one or more of thefollowing events effected without Executive’s prior consent, provided Executive terminates Executive’s employment with the Company within ninety (90) days following the initial existence of the “Good Reason” condition(discussed below): (i) the assignment to Executive of any duties or the reduction of Executive’s duties, either of which results in a material diminution in Executive’s position or responsibilities with the Company; provided that, itbeing understood that the continuance of Executive’s duties and responsibilities at the subsidiary or divisional level following a Change of Control, rather than at the parent, combined or surviving company level following such Change ofControl shall not be deemed Good Reason within the meaning of this clause (i); (ii) a reduction by the Company in the base salary of Executive by fifteen percent (15%) or more, unless similar such reductions occur concurrently with andapply to the Company’s senior management, including the Company’s Chief Executive Officer and Vice Presidents; (iii) a material change in the geographic location at which Executive must perform services (for purposes of thisAgreement, the relocation of Executive to a facility or a location less than twenty-five (25) miles from Executive’s then-present location shall not be considered a material change in geographic location); (iv) a material reduction offacilities, perquisites or in the kind or level of employee benefits to which the Employee is entitled, unless similar such reductions occur concurrently and apply to the Company’s senior management, including the Company’s Chief ExecutiveOfficer and other Vice Presidents; or (v) any material breach by the Company of any material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissionsconstituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date of suchnotice. 

 

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6. Successors. 

(a) The Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger,consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same mannerand to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/orassets which executes and delivers the assumption agreement described in this Section 6(a) or which becomes bound by the terms of this Agreement by operation of law. 

(b) Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of,and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 

(c) Assumption. It shall be considered a material breach of the Agreement if the Company fails to obtain the assumption of thisAgreement by any successor to the Company. 

7. Notice. 

(a) General. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have beenduly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices will be addressed to him or her at the home address which he or she mostrecently communicated to the Company in writing. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its President. 

(b) Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason or as a result of a voluntaryresignation will be communicated by a notice of termination to the other party hereto given in accordance with Section 7(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will setforth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30) days after the giving of suchnotice). The failure by Executive to include in the notice any fact or circumstance which contributes to a showing of Good Reason will not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance inenforcing his or her rights hereunder. 

8. Miscellaneous Provisions. 

(a) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, norwill any such payment be reduced by any earnings that Executive may receive from any other source. 

 

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(b) Waiver. No provision of this Agreement will be modified, waived or dischargedunless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition orprovision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. 

(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part ofthis Agreement. 

(d) Entire Agreement. This Agreement, together with any Employment Agreement, constitutes the entireagreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matterhereof. 

(e) Choice of Law. The validity, interpretation, construction and performance of this Agreement will begoverned by the laws of the State of California (with the exception of its conflict of laws provisions). 

(f)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect. 

(g) Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employmenttaxes. 

(h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original,but all of which together will constitute one and the same instrument. 

 

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by itsduly authorized officer, as of the day and year set forth below. 

 
COMPANY  IRIDEX CORPORATION   By: /s/ Theodore A. Boutacoff   Title:  President and CEOEXECUTIVE  By: /s/ James Mackaness   Title:  CFO
 

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