RESTRICTED STOCK UNIT AWARD
AGREEMENT


 


Pursuant to the Restricted
Stock Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Award Agreement
(this “Agreement”) is attached, STAAR Surgical Company, a Delaware corporation (the “Company”),
has granted to the Participant an award of restricted stock units (“Restricted Stock Units” or
“RSUs”) under the Company’s Amended and Restated 2003 Omnibus
Equity Incentive Plan, as amended from time to time (the “Plan”). Each vested Restricted Stock
Unit represents the right to receive one share of Common Stock (“Share”) to purchase the number of Shares
indicated in the Grant Notice. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan
and Grant Notice.


 


ARTICLE
I.


 


GENERAL


 


1.1             
Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions of the Plan, which are incorporated
herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.


 


ARTICLE
II.


 


GRANT OF RESTRICTED STOCK UNITS


 


2.1             
Grant of RSUs. Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement,
effective as of the Grant Date set forth in the Grant Notice, the Company hereby grants to the Participant an award of RSUs under
the Plan in consideration of the Participant’s past and/or continued employment with or service to the Company or any Affiliates
and for other good and valuable consideration.


 


2.2             
Unsecured Obligation to RSUs. Unless and until the RSUs have vested in the manner set forth in Article 2 hereof,
the Participant will have no right to receive Common Stock under any such RSUs. Prior to actual payment of any vested RSUs, such
RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.


 


2.3             
Vesting Schedule. Subject to Section 0 hereof, the RSUs shall vest and become nonforfeitable with respect to the
applicable portion thereof according to the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole
Share).


 


2.4             
Consideration to the Company. In consideration of the grant of the award of RSUs pursuant hereto, the Participant
agrees to render faithful and efficient services to the Company or any Affiliate. .


 


2.5             
Forfeiture, Termination and Cancellation upon Termination of Service. Notwithstanding any contrary provision of this
Agreement or the Plan, upon the Participant’s termination of Service for any or no reason, all Restricted Stock Units which
have not vested prior to or in connection with such termination of Service (after taking into consideration any accelerated


 


vesting which
may occur in connection with such termination of Service (if any)) shall thereupon automatically be forfeited, terminated and cancelled
as of the applicable termination date without payment of any consideration by the Company, and the Participant, or the Participant’s
beneficiary or personal representative, as the case may be, shall have no further rights hereunder. No portion of the RSUs which
has not become vested as of the date on which the Participant incurs a termination of Service shall thereafter become vested.


 






    	 



    	 



    

 


2.6             
Issuance of Common Stock upon Vesting.


 


(a)               
Within 15 business days following the Committee’s certification of the Revenue Goal for the Measurement Period in
the fiscal year following the end of the Measurement Period, but in no event later than March 15th of such fiscal year (the “Settlement
Date”), the Company shall settle vested RSUs by delivering to the Participant (or any transferee permitted under Section
3.2 hereof) a number of Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book
entry form, as determined by the Company in its sole discretion) equal to the number of RSUs subject to this Award that vested.
Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 18(f) of the Plan, the Shares shall be
issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Shares can
again be issued in accordance with such Section.


 


(b)              
As set forth in Section 18(a) of the Plan, the Company shall have the authority and the right to deduct or withhold, or
to require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes
required by law to be withheld with respect to any taxable event arising in connection with the Restricted Stock Units. The Company
shall not be obligated to deliver any new certificate representing Shares to the Participant or the Participant’s legal representative
or enter such Shares in book entry form unless and until the Participant or the Participant’s legal representative shall
have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the
Participant resulting from the grant or vesting of the Restricted Stock Units or the issuance of Shares.


 


2.7             
Conditions to Delivery of Shares. The Shares deliverable hereunder may be either previously authorized but unissued
Shares, treasury Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable.
The Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares deliverable hereunder
prior to fulfillment of the conditions set forth in Section 18(f) of the Plan.


 


2.8             
Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder
of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying
the RSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such
holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued,
except as provided in Section 15 of the Plan.


 


ARTICLE
III.


 


OTHER PROVISIONS


 


3.1             
Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke
any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final
and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be
personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or
the RSUs.


 






    	 



    	 



    

 


3.2             
Grant is Not Transferable. During the lifetime of the Participant, the RSUs may not be sold, pledged, assigned or
transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Committee,
pursuant to a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974,
as amended from time to time, or the rules thereunder. Neither the RSUs nor any interest or right therein shall be liable for the
debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted
by the preceding sentence.


 


3.3             
Tax Consultation. The Participant understands that the Participant may suffer adverse tax consequences in connection
with the RSUs granted pursuant to this Agreement (and the Shares issuable with respect thereto). The Participant represents that
the Participant has consulted with any tax consultants the Participant deems advisable in connection with the RSUs and the issuance
of Shares with respect thereto and that the Participant is not relying on the Company for any tax advice.


 


3.4             
Adjustments. The Participant acknowledges that the RSUs are subject to modification and termination in certain events
as provided in this Agreement and Article 17 of the Plan.


 


3.5             
Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company
in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant
shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records. Any notice
shall be deemed duly given when sent via email or when sent by reputable overnight courier or by certified mail (return receipt
requested) through the United States Postal Service.


 


3.6             
Participant’s Representations. If the Shares issuable hereunder have not been registered under the Securities
Act or any applicable state laws on an effective registration statement at the time of such issuance, the Participant shall, if
required by the Company, concurrently with such issuance, make such written representations as are deemed necessary or appropriate
by the Company and/or its counsel.


 


3.7             
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


 


3.8             
Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement
and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.


 


3.9             
Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform
to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Exchange Act and any other applicable
law. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a
manner as to conform to such laws. To the extent permitted by such laws, the Plan and this Agreement shall be deemed amended to
the extent necessary to conform to such laws.


 


3.10         
Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided,
however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely affect the RSUs in any material way without the prior written consent of the Participant.


 






    	 



    	 



    

 


3.11         
Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees,
and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth in Section 3.2 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators,
successors and assigns.


 


3.12         
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement,
if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the RSUs and this Agreement shall be subject to
any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment
to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by
applicable laws, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 


3.13         
Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto, if any) constitute
the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the
Participant with respect to the subject matter hereof.


 


3.14         
Section 409A. Notwithstanding any other provision of the
Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance
with the requirements of Section 409A of the Code. The Committee may, in its discretion, adopt such amendments to the Plan, this
Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, as the Committee determines are necessary or appropriate to comply with the requirements of
Section 409A of the Code.


 


3.15         
Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as
herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall
not be construed as creating a trust. The Plan, in and of itself, has no assets. Participant shall have only the rights of a general
unsecured creditor of the Company and its Affiliates with respect to amounts credited and benefits payable, if any, with respect
to the RSUs, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to RSUs,
as and when payable hereunder.


 


3.16         
Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon the Participant
any right to continue to serve as an Employee or other service provider of the Company or any of its affiliates or shall interfere
with or restrict in any way the rights of the Company and its affiliates, which rights are hereby expressly reserved, to discharge
or terminate the services of the Participant at any time for any reason whatsoever, with or without cause, except to the extent
expressly provided otherwise in a written agreement between the Company or an affiliate and the Participant.