Exhibit 10.1





 


EMPLOYMENT AGREEMENT 


 


This Employment Agreement (“Agreement”)
is entered into and effective as of March 1, 2015 (“Effective Date”), by and between STAAR Surgical Company,
a Delaware corporation on behalf of itself and any and all affiliated entities (together, the “Company”) and
Caren L. Mason (“Executive”).


 


RECITALS


 


A.           The
Company is a leading developer, manufacturer and marketer of implantable lenses for the eye and delivery systems related thereto
(the “Business”).


 


B.           The
Company wishes to employ Executive to serve as its Chief Executive Officer.


 


C.           Executive
wishes to be employed by the Company and to serve in such capacity under the terms and conditions in this Agreement.


 


NOW, THEREFORE, the parties agree as follows:


 


1.           Position
and Duties.


 


(a)          During
the term of this Agreement, Executive will be employed by the Company to serve as Chief Executive Officer of the Company, reporting
to the Company’s Board of Directors (“Board”). As Chief Executive Officer, Executive will, subject to
the supervision and direction of the Board, be responsible for: (i) implementing goals, operating plans, policies and objectives
for the Company; (ii) performing the duties and responsibilities customarily expected to be performed by a Chief Executive
Officer; and (iii) performing such other duties and functions as are reasonably required and/or as may be reasonably prescribed
by the Board from time-to-time.


 


(b)          The
location of Executive’s employment will be the Company’s headquarters offices, but Executive from time to time may
be required to travel to other geographic locations in connection with the performance of her duties.


 


2.          Standards
of Performance. Executive will at all times faithfully, industriously and to the best of her
ability, experience and talents perform all of the duties required of and from her pursuant to the terms of this Agreement. Executive
will devote her full business energies and abilities and all of her business time to the performance of her duties hereunder and
will not, without the Company’s prior written consent, render to others any service of any kind (whether or not for compensation)
that, in the Company’s sole but reasonable judgment, would interfere with the full performance of her duties hereunder.
Notwithstanding the foregoing, Executive is permitted to spend reasonable amounts of time to manage her personal financial and
legal affairs and, with the Company’s consent which will not be unreasonably withheld, to serve on civic, charitable, not-for-profit,
industry or corporate boards or advisory committees, provided that such activities, individually and collectively, do not materially
interfere with the performance of Executive’s duties hereunder. In no event will Executive engage in any activities that
could reasonably create a conflict of interest or the appearance of a conflict of interest. Executive shall be subject to the
Company’s policies, procedures and approval practices, as generally in effect from time to time.




    	 



    	 



    

  


3.          Term.
Executive will be employed for no specific term and until terminated pursuant to the terms of
this Agreement. The Company and Executive shall each have a right to terminate this Agreement as provided in Section 5,
below. 


 


4.          Compensation,
Benefits and Policies.


 


(a)          Base
Salary. As an annual base salary (“Base Salary”) for all services rendered pursuant to this Agreement,
Executive will be paid an initial Base Salary in the gross amount of five hundred twenty five thousand dollars ($525,000) calculated
on an annualized basis, less necessary withholdings and authorized deductions, and payable pursuant to the Company’s regular
payroll practices at the time. The Base Salary is subject to periodic review and adjustment not less frequently than annually
within the first three (3) months after the end of each fiscal year, in the sole discretion of the Board.


 


(b)          Performance
Bonus. During Executive’s employment under this Agreement, Executive will be eligible for a performance bonus, subject
to the terms and conditions of the bonus plan applicable to senior executives of the Company, if any, established by the Board.
The target amount of the annual bonus is seventy-five percent(75%) of Executive’s annual Base Salary. However, payment of
the bonus will be conditioned on the Company’s achievement of financial objectives established by the Board and individual
performance objectives to be established annually by the Board, and the bonus may be zero. For the avoidance of doubt, the performance
bonus will be payable only if financial and performance objectives established by the Board are achieved. To encourage continued
tenure with the Company, Executive must be employed by the Company as of the payment date to be eligible for a performance bonus
for the year to which the bonus relates. Performance bonuses will be paid out according to the terms of the applicable bonus plan,
if any, but in no event later than the end of the first quarter of the year that immediately follows the fiscal year to which
the bonus relates.


 


(c)          Long
Term Incentive Compensation. Executive will be eligible to participate in the long term incentive plans applicable to senior
executives of the Company as may be established by the Board from time to time, subject to the terms and conditions of any such
plans. The incentive may vary from year to year, and may consist of restricted stock grants, stock options or other forms of incentive,
or a combination of more than one type of incentive. Subject to full execution of this Agreement, Executive will receive an option
to purchase up to 400,000 shares of STAAR Surgical Company’s common stock. The grant will be effective and priced on March
3, 2015, provided that is your first day of employment and this Agreement is fully executed. These options will vest in increments
of one third on the first year anniversary, one third on the second year anniversary and one third on the third year anniversary.
All of these options shall have a ten year term after vesting. In addition, the Executive will have twelve (12) months to exercise
all of her vested stock options after termination of service with the Company, unless terminated by the Company with cause.




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(d)          Paid
Time Off and Benefits. Executive is entitled to participate in any plans regarding benefits of employment, including pension,
profit sharing, group health, disability insurance and other employee pension and welfare benefit plans now existing or hereafter
established to the extent that Executive is eligible under the terms of such plans and if the other executive officers of the
Company generally are eligible to participate in such plan. The Company may, in its sole discretion and from time-to-time, establish
additional senior management benefit plans as it deems appropriate. Executive understands that any such plans may be modified
or eliminated in the Company’s sole discretion in accordance with applicable law, provided that no such modification or
elimination shall result in reducing or eliminating any benefits in which Executive’s right has vested.


 


(e)          Reimbursement
of Business Expenses. The Company will promptly reimburse to Executive her reasonable, customary and documented out-of-pocket
business expenses in connection with the performance of her duties under this Agreement, and in accordance with the policies and
procedures established by the Company. If such expense qualifies hereunder for reimbursement, then the Company will reimburse
Executive for that expense in accordance with the Company’s policy


 


(f)          Sarbanes-Oxley
Act Loan Prohibition. To the extent that any Company benefit, program, practice, arrangement or this Agreement would
or might otherwise result in Executive’s receipt of an illegal loan (the “Loan”), the Company shall use
commercially reasonable efforts to provide Executive with a substitute for the Loan that is lawful and of at least equal value
to Executive. If this cannot be done, or if doing so would be significantly more expensive to the Company than making the Loan,
the Company need not make the Loan to Executive or provide her a substitute for it.


 


5.           Termination
of Employment.


 


(a)          By
Company Without Cause. The Company may terminate Executive's employment without Cause (as defined in this Agreement) at any
time and without prior notice, written or otherwise. In the event the Company terminates Executive's employment for other than
Cause, Incapacity (as defined in this Agreement) or death, and subject to the other provisions of this Agreement, Executive will
be entitled to:


 


(i)          continued
coverage under the Company’s insurance benefit plans through the termination date and such other benefits to which she may
be entitled pursuant to the Company’s benefit plans (other than any severance plan);


 


(ii)         payment
of all earned but unpaid compensation (including accrued unpaid vacation) through the effective date of termination, payable on
or before the termination date; and


 




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(iii)        reimbursement
of expenses incurred on or before the termination date in accordance with Section 4(e), above; plus


 


(iv)         payment
of the equivalent of the Base Salary she would have earned over the next eighteen (18) months following the termination date (less
necessary withholdings and authorized deductions) at her then current Base Salary rate (the “Severance Payment”),
payable, at the option of the Board, in (a) equal monthly installments over the eighteen (18) months following the termination
date (the “Severance Period”), or (b) in a lump sum, subject in either case to Section 16, below; and


 


(v)          at
Executive’s option, reimbursement of insurance premiums payable to retain group health coverage as of the termination date
for herselfand her eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”)
for 18 (18) months.


 


The payments and benefits set forth in
Sections 5(a)(i)-(iii) shall be referred to as the “Accrued Benefits”, and the payments and benefits
set forth in Sections 5(a)(iv)-(v) shall be referred to as the “Severance Benefits”. Executive
shall not receive the Severance Benefits unless Executive executes the separation agreement and general release attached as Exhibit A,
and the same becomes effective pursuant to its terms. In addition, if Executive accepts other employment within the Severance
Period, the Company’s obligation under Section 5(a)(v) above will be extinguished as of the date Executive becomes
covered under the group health plan of Executive’s new employer.


 


(b)          By
Company With Cause. The Company may terminate Executive’s employment at any time and without prior notice, written or
otherwise, for Cause. As used in this Agreement, “Cause” shall mean any of the following conduct by Executive: (i) material
breach of this Agreement, or of a Company policy or of a law, rule or regulation applicable to the Company or its operations;
(ii) demonstrated and material neglect of duties, or failure or refusal to perform the material duties of his position, or
the failure to follow the reasonable and lawful instructions of the Board; (iii) dishonesty, self-dealing, fraud, misrepresentation,
gross negligence or serious misconduct; or (iv) conviction of or plea of guilty or nolo contendere to any felony crime.
Termination pursuant to Section 5(b)(ii) shall be effective only if such failure continues after Executive has
been given written notice thereof and fifteen (15) business days thereafter in which to present her position to the Board
or to cure the same, unless the Board reasonably determines that the reason(s) for termination are not capable of being cured.
In the event of termination for Cause, Executive will be entitled only to the Accrued Benefits through the termination date, which
will be the date on which the notice is given. The Company will have no further obligation to pay any compensation of any kind
(including without limitation any bonus or portion of a bonus that otherwise may have become due and payable to Executive with
respect to the year in which such termination date occurs), or severance payment of any kind nor to make any payment in lieu of
notice.




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(c)           Incapacity
or Death.


 


(i)          “Incapacity”
means that Executive is (A) unable to perform the essential functions of her position, with or without reasonable accommodation,
by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months, or (B) by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months, and is receiving income replacement benefits for a period of not less than three months under an accident
and health plan covering the Company's employees, or (C) determined to be totally disabled by the Social Security Administration,
as interpreted by the Company in its discretion, or (D) deemed to be disabled in accordance with the applicable disability insurance
program of the Company, provided that the definition of "disability" applied under such disability insurance program
complies with the requirements of this subsection, as determined by the Company in its discretion. A determination of Incapacity
shall not be arbitrary or unreasonable and the Company, in making such determination, shall take into consideration the opinion
of Executive's personal physician, if reasonably available, and any other physician deemed appropriate by the Company, but such
determination by the Company shall be final and binding on the parties hereto. The Company will provide all applicable legally-required
leaves to Executive, which shall be provided on an unpaid basis unless pay is otherwise required under applicable law. This provision
shall be interpreted and applied in a manner consistent with all applicable laws, including laws regarding workers' compensation,
reasonable accommodation of disability, and family and medical leave laws. The Company has the right to terminate Executive’s
employment for Incapacity on fifteen (15) days’ written notice. In the event of termination for Incapacity, Executive
will be entitled to receive the Accrued Benefits.


 


(ii)         Executive’s
employment pursuant to this Agreement shall be immediately terminated without notice by the Company upon the death of Executive.
If Executive dies while actively employed pursuant to this Agreement, the Company will pay the Accrued Benefits to his estate
or designated beneficiaries within sixty (60) days.


 


(d)          Resignation
for Good Reason. Executive may resign and terminate this Agreement for Good Reason (as defined below) by giving written notice
of resignation to the Company. As used in this Agreement, “Good Reason” shall mean any one of the following:
(i) a material reduction in Executive’s Base Salary and/or a material failure to provide the benefits required in Section 4,
(ii) any action or inaction that constitutes a material breach by the Company of this Agreement; (iii) a material diminution
in Executive’s authority, duties or responsibilities such that they are materially inconsistent with her position as Chief
Executive Officer of the Company; and (iv) relocation of the Company’s headquarters to a location that materially increases
Executive’s commute. Resignation for Good Reason shall not be effective unless all of the following conditions are satisfied:
(A) Executive has given the Company written notice (pursuant to Section 11 below) within thirty (30) days of the initial
occurrence of any of the above-specified events or conditions constituting the Good Reason and has requested a specific reasonable
cure, (B) the Company has failed to cure the occurrence within thirty (30) days of receiving written notice from Executive
(the “Cure Period”), and (C) Executive provides written notice of a resignation date that is after the expiration
of the Cure Period but no more than ninety (90) days after the initial occurrence of the event giving rise to the resignation
for Good Reason. In the event of a resignation for Good Reason, Executive will be entitled to the Accrued Benefits and the Severance
Benefits, on the same conditions set forth in the final paragraph of Section 5(a), specifically including, but not
limited to, the signing of the severance agreement and general release document, attached hereto as Exhibit A.




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(e)          Resignation
or Termination Following a Change in Control. Executive may resign and terminate this Agreement following a Change in Control
(as defined below) if the successor to the Company fails to offer or maintain Executive in the position of Chief Executive Officer
of the successor company reporting to the Board of the successor to the Company, with compensation and benefits substantially
similar to those enjoyed by Executive immediately preceding the Change in Control for a period of eighteen (18) months following
the Change in Control. Resignation following a Change in Control shall not be effective unless all of the following conditions
are satisfied: (A) Executive has given the Company written notice (pursuant to Section 11 below) within thirty (30)
days of the change in position and/or compensation and benefits and has requested a specific reasonable cure, (B) the Company
has failed to restore Executive’s position and/or compensation and benefits within thirty (30) days of receiving written
notice from Executive, and (C) Executive provides written notice of a resignation date that is after the time for the Company
to restore Executive’s position and/or compensation and benefits has expired, but no more than ninety (90) days after the
change in position and/or compensation and benefits. In the event of Executive’s resignation following a Change in Control
in accordance with this subsection, or if the Company terminates Executive without Cause within twelve (12) months after a Change
in Control, subject to the same conditions set forth in the final paragraph of Section 5(a), specifically including,
but not limited to, the signing of the severance agreement and general release document, attached hereto as Exhibit A,
Executive will be entitled to the Accrued Benefits and the Severance Benefits, plus an amount equal to his bonus, if any, for
the year prior to his resignation or termination and an amount equal to his target bonus for the year in which his resignation
or termination occurs. In such event, STAAR agrees that all stock options, restricted stock and other incentive compensation awards
of the Executive that are outstanding at the time of such termination and that have not previously become exercisable, payable
or free from restrictions shall immediately become exercisable, payable or free from restrictions, as the case may be, in their
entirety, and that, the exercise period of any stock option shall continue for the length of the exercise period specified in
the grant of the award determined without regard to the Executive’s termination of employment(collectively, the “Change
in Control Benefits”).


 


As used in this Agreement, a “Change
in Control” shall mean any of the following events:


 





(i)          any
person, including a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “1934 Act”),
but excluding Broadwood Partners, L.P. or a group of which it is a member, becomes the beneficial owner of stock of the Company
with respect to which twenty-five percent (25%) or more of the total number of votes for the election of the Board may be cast;


 






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(ii)         as
a result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets
or contested election, or combination of the foregoing, persons who were directors of the Company just prior to such event shall
cease to constitute a majority of the Board;


 


(iii)        the
stockholders of the Company approve an agreement providing either for a transaction in which the Company will cease to be an independent
publicly owned corporation or for a sale or other disposition of all or substantially all the assets of the Company;


 


(iv)         acquisition
in a single or series of related transactions, including without limitation a tender offer or exchange offer, by any person or
related group of persons (other than the Company or by a Company-sponsored employee benefit plan), of beneficial ownership (within
the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting
power of the Company's outstanding securities; or


 


(v)          any
other event that a majority of the incumbent Board in its sole discretion determines to be a Change in Control.


 


Notwithstanding the foregoing, the formation
of a holding company for the Company in which the stockholdings of the holding company after its formation are substantially the
same as for the Company prior to the holding company formation does not constitute a Change in Control for purposes of this Agreement.


 


(f)          Voluntary
Resignation without Good Reason. Executive may terminate this Agreement without Good Reason effective on sixty (60) day’s
written notice, unless the Company in its sole discretion accepts the resignation earlier. In the event that Executive resigns
without Good Reason as defined above in Section 5(d), Executive will be entitled only to the Accrued Benefits through the
termination date. The Company will have no further obligation to pay any compensation of any kind (including without limitation
any bonus or portion of a bonus that otherwise may have become due and payable to Executive with respect to the year in which
such termination date occurs), or severance payments of any kind. Furthermore, Executive agrees that in the event that Executive
resigns without Good Reason within twelve (12) months of the Effective Date, Executive shall pay to the Company within thirty (30)
days after the Effective Date of such resignation an amount equal to any bonus that was paid to Executive upon acceptance of employment
(“Signing Bonus”).


 






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6.           Proprietary
Information Obligations.








 


(a)          Proprietary
Information and Confidentiality. Both before and during the term of Executive’s employment, Executive will have access
to and become acquainted with certain confidential and/or proprietary information regarding the Company and its Business, including,
without limitation, all of the following materials and information (whether or not reduced to writing and whether or not patentable
or protected by copyright): trade secrets; inventions; processes; formulae; programs; technical data; products; sales and marketing
plans; financial information; Company-developed software; engineering designs and documentation; customer proposals, specifications
and requirements; identities, lists and confidential information about customers, prospects, suppliers, vendors and key employees;
personal information relating to the Company’s employees; mailing and e-mail lists (collectively, “Proprietary Information”).
Executive will not disclose any of the Proprietary Information directly or indirectly, or use it in any way, either during her
employment pursuant to this Agreement or at any time thereafter, except as reasonably required or specifically requested in the
course of her employment with the Company or as authorized in writing by the Company. Notwithstanding the foregoing, Proprietary
Information does not include information that is otherwise publicly known or available, provided it has not become public as a
result of a breach of this Agreement or any other agreement Executive has or may have to keep information confidential. It is
not a breach of this Agreement for Executive to disclose Proprietary Information pursuant to an order of a court or other governmental
or legal body.


 


(b)          Inventions
Agreement and Assignment.


 


(i)          Executive
hereby agrees to disclose promptly to the Company (or any persons designated by it) all developments, designs, creations, improvements,
original works of authorship, formulas, processes, know-how, techniques and/or inventions (collectively, the “Inventions”)
(A) which are made or conceived or reduced to practice by Executive, either alone or jointly with others, in performing her
duties during the period of Executive’s employment by the Company, that relate to or are useful in the business of the Company;
or (B) which result from tasks assigned to Executive by the Company, or from Executive’s use of the premises or other
resources owned, leased or contracted by the Company.


 


(ii)         Executive
agrees that all such Inventions which the Company in its discretion determines to be related to or useful in its business or its
research or development, or which result from work performed by Executive for the Company, will be the sole and exclusive property
of the Company and its assigns, and the Company and its assigns will have the right to use and/or to apply for patents, copyrights
or other statutory or common law protections for such Inventions in any and all countries. Executive further agrees to assist
the Company in every reasonable way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights
and other statutory or common law protections for such Inventions in any and all countries. To that end, Executive will execute
all documents for use in applying for and obtaining such patents, copyrights and other statutory or common law protections therefor
and enforcing the same, as the Company may desire, together with any assignments thereof to the Company or to persons or entities
designated by the Company. Should the Company be unable to secure Executive’s signature on any document necessary to apply
for, prosecute, obtain, or enforce any patent, copyright or other right or protection relating to any Invention, whether due to
her mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company and each
of its duly authorized officers and agents as Executive’s agent and attorney-in-fact, to act for and in her behalf and stead,
to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement
of patents, copyrights or other rights or protections with the same force and effect as if executed and delivered by Executive.
Executive’s obligations under this Section 6(b)(ii) will continue beyond the termination of Executive’s
employment with the Company, but the Company will compensate Executive at a reasonable rate after such termination for time actually
spent by Executive at the Company’s request in providing such assistance.




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(iii)        Executive
hereby acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the
scope of Executive’s employment which are protectable by copyright are “works for hire,” as that term is defined
in the United States Copyright Act (17 U.S.C. section 101).


 


(iv)         Any
provision in this Agreement requiring Executive to assign Executive’s rights in any Invention to the Company will not apply
to any invention that is exempt under the provisions of California Labor Code section 2870, which provides:


 


“(a) Any provision in an employment agreement
which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer
shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s
equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) 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 (2) result from any work performed by the employee for the employer. (b) To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”


 


(c)          Non-Solicitation
of Customers and Other Business Partners. Executive recognizes that by virtue of her employment with the Company, she will
be introduced to and may be involved in the solicitation and servicing of existing customers and other business partners of the
Company and new customers and business partners obtained by the Company during her employment. Executive understands and agrees
that all efforts expended in soliciting and servicing such customers and business partners shall be for the benefit of the Company.
Executive further agrees that during her employment with the Company she will not engage in any conduct which could in any way
jeopardize or disturb any of the customer and business partner relationships of the Company. In addition, Executive agrees that,
for a period beginning on the Effective Date and ending twelve (12) months after termination of Executive’s employment with
the Company, regardless of the reason for such termination, Executive shall not use any Proprietary Information to, directly or
indirectly, solicit, direct, interfere with, or entice away from the Company any existing customer, licensee, licensor, vendor,
contractor or distributor of the Company or for the customer or other business partner to expand its business with a competitor,
without the prior written consent of the Board.




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(d)          Non-Solicitation
of Employees. Executive recognizes the substantial expenditure of time and effort which the Company devotes to the recruitment,
hiring, orientation, training and retention of its employees. Accordingly, Executive agrees that, for a period beginning on the
Effective Date and ending twelve (12) months after termination of Executive’s employment with the Company, regardless of
the reason for such termination, Executive shall not use any Proprietary Information, directly or indirectly, for herself or on
behalf of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of any employee of the
Company in a position classified as exempt from overtime pay requirements. For purposes of the foregoing, “employee of the
Company” shall include any person who was an employee of the Company at any time within six (6) months prior to
the prohibited conduct.


 


(e)          Company
Property and Materials.


 


(i)          All
files, records, documents, computer-recorded or electronic information, drawings, specifications, equipment, and similar items
relating to Company business, whether prepared by Executive or otherwise coming into her possession, will remain the Company’s
exclusive property and will not be removed from Company premises under any circumstances whatsoever without the Company’s
prior written consent, except when, and only for the period, necessary to carry out Executive’s duties hereunder


 


(ii)         In
the event of termination of Executive’s employment for any reason, Executive will promptly deliver to the Company all Company
equipment (including, without limitation, any laptop and/or tablet computers, cellular phones or other devices, and computer hardware
and software) and all originals and electronic or physical copies of all documents, including without limitation, all books, customer
lists, forms, documents supplied by customers, records, product lists, writings, manuals, reports, financial documents and other
documents or property in Executive’s possession or control, which relate to the Company’s business in any way whatsoever,
and in particular to customers of the Company, or which may be considered to constitute or contain Proprietary Information as
defined above, and Executive will neither retain, reproduce, nor distribute copies thereof (other than a copy, prepared or reviewed
and approved by the Company, of Executive’s contacts in Outlook or similar electronic or physical copy address and telephone
directory).


 




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(f)          Remedies
for Breach. Executive acknowledges that any breach by Executive of this Section 6 would cause the Company irreparable
injury and damage for which monetary damages are inadequate. Accordingly, in the event of a breach or a threatened breach of this
Section 6, the Company will be entitled to an injunction restraining such breach. In addition, in the event of a breach
of this Section 6, the Company’s obligation to pay any unpaid portion of the Severance Payment or other benefits
as set forth in Sections 5(a), (d) and (e) of this Agreement will be extinguished. Nothing contained herein will be construed
as prohibiting the Company from pursuing any other remedy available to the Company for such breach or such threatened breach.
Executive has carefully read and considered these restrictions and agrees they are fair and reasonable restrictions on Executive
and are reasonably required for the protection of the interests of the Company. Executive agrees not to circumvent the spirit
of these restrictions by attempting to accomplish indirectly what Executive is otherwise restricted from doing directly. Executive
agrees that the restrictions in this Section 6 are reasonable and necessary to protect the Company’s Proprietary
Information, and they do not prevent Executive from working in the medical device industry. To the extent that any of the provisions
in this Section 6 are held to be overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees
that the provision shall be reformed and enforced to the greatest extent permissible by law. Executive further agrees that if
any portion of this Section 6 is held to be unenforceable, the remaining provisions of this Section 6 shall be enforced
as written.


 


7.          Interpretation,
Governing Law and Exclusive Forum. The validity, interpretation, construction, and performance
of this Agreement shall be governed by the laws of the State of California (excluding any that mandate the use of another jurisdiction’s
laws). Any arbitration (unless otherwise mutually agreed), litigation or similar proceeding with respect to such matters only
may be brought within California, and all parties to this Agreement consent to California’s jurisdiction.


 


8.          Entire
Agreement. All oral or written agreements or representations, express or implied, with respect
to the subject matter of this Agreement are set forth in this Agreement.


 


9.          Severability.
In the event that one or more of the provisions contained in this Agreement are held to be invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction, such holding shall not impair the validity, legality
or enforceability of the remaining provisions herein.


 


10.         Successors
and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, Executive
and her estate, but Executive may not assign or pledge this Agreement or any rights arising under it, except to the extent permitted
under the terms of the benefit plans in which she participates. No rights or obligations of the Company under this Agreement may
be assigned or transferred except that the Company shall require any successor (whether direct or indirect, by purchase, merger,
reorganization, sale, transfer of stock, consideration or otherwise) to all or substantially all of the business and/or assets
of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no succession had taken place. As used in this Agreement, “Company” means the Company
as hereinbefore defined and any successor to its business and/or assets (by merger, purchase or otherwise as provided in this
Section 10) which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law. In the event that any successor refuses to assume
the obligations hereunder, the Company as hereinbefore defined shall remain fully responsible for all obligations hereunder.




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11.         Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall
be given by hand delivery, electronic mail, facsimile, telecopy, overnight courier service, or by United States certified or registered
mail, return receipt requested. Each such notice, request, demand or other communication shall be effective (i) if delivered
by hand or by overnight courier service, when delivered at the address specified in this Section 11; (ii) if
given by electronic mail, facsimile or telecopy, when such electronic mail, facsimile or telecopy is transmitted to the electronic
mail address or facsimile or telecopy number specified in this Section 11 and confirmation is received if during normal
business hours on a business day, and otherwise, on the next business day; and (iii) if given by certified or registered
mail, three (3) days after the mailing thereof. Notices shall be addressed to the parties as follows (or at such other
address, email address or fax number as either party may from time to time specify in writing by giving notice as provided herein):


 


If to the Company:              STAAR
Surgical Company

1911 Walker Ave.

Monrovia, California 91016

Attn: Board of Directors


 


If to Executive:                   Caren
Mason



 


12.         Indemnification.
The Company will indemnify Executive to the fullest extent permitted by the laws of the State of California. 


 


13.         Dispute
Resolution. The parties agree that all disputes, claims or controversies between them and between
Executive and the Company and its successor, including any dispute, claim or controversy arising from or otherwise in connection
with this Agreement and/or Executive’s employment with the Company, will be resolved as follows:


 


(a)          Prior
to initiating any other proceeding, the complaining party will provide the other party with a written statement of the claim identifying
any supporting witnesses or documents and the requested relief. The responding party shall within forty-five (45) days furnish
a statement of the relief, if any, that it is willing to provide, and identify supporting witnesses or documents.


 






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(b)          If
the matter is not resolved by the exchange of statements of claim and statements of response as provided herein, the parties shall
submit the dispute to non-binding mediation, the cost of the mediator to be paid by the Company, before a mediator and/or service
to be jointly selected by the parties. Each party will bear his or its own attorney’s fees and witness fees.





 


(c)          If
the parties cannot agree on a mediator and/or if the matter is not otherwise resolved by mediation, any controversy or claim between
Executive and the Company and any of its current or former directors, officers and employees, including any arising out of or
relating to this Agreement or breach thereof, shall be settled by final and binding arbitration in
the county in which Executive last worked, or elsewhere as mutually agreed by the parties, by a single arbitrator pursuant
to the Employment Dispute Rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”), unless the parties
to the dispute agree to another arbitration service or independent arbitrator. The parties may conduct discovery to the extent
permitted in a court of law; the arbitrator will render an award together with a written opinion indicating the bases for such
opinion; and the arbitrator will have full authority to award all remedies that would be available in court. Judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own attorney’s
fees and costs, unless the claim is based on a statute that provides otherwise. The Company will pay the arbitrator’s fees
and any administrative charges of the arbitration service, except that if Executive initiates the claim, she will pay a portion
of the administrative charges equal to the amount he would have paid to initiate the claim in a court of general jurisdiction.


 


(d)          EXECUTIVE
AND THE COMPANY AGREE THAT THIS ARBITRATION PROCEDURE IS SUBJECT TO AND ENFORCEABLE UNDER THE FEDERAL ARBITRATION ACT (9 U.S.C.
SECTIONS 1 ET SEQ.), AND WILL BE THE EXCLUSIVE MEANS OF REDRESS FOR ANY DISPUTES RELATING TO OR ARISING FROM EXECUTIVE’S
EMPLOYMENT WITH THE COMPANY OR TERMINATION THEREFROM, INCLUDING DISPUTES OVER UNPAID WAGES, BREACH OF CONTRACT OR TORT, VIOLATION
OF PUBLIC POLICY, RIGHTS PROVIDED BY FEDERAL, STATE OR LOCAL STATUTES, REGULATIONS, ORDINANCES, AND COMMON LAW, LAWS THAT PROHIBIT
DISCRIMINATION BASED ON ANY PROTECTED CLASSIFICATION, AND ANY OTHER STATUTES OR LAWS RELATING TO AN EXECUTIVE’S RELATIONSHIP
WITH THE COMPANY. THE FOREGOING NOTWITHSTANDING, CLAIMS FOR WORKERS’ COMPENSATION BENEFITS OR UNEMPLOYMENT INSURANCE, OR
ANY OTHER CLAIMS WHERE MANDATORY ARBITRATION IS PROHIBITED BY LAW, ARE NOT COVERED BY THIS ARBITRATION PROVISION. THE PARTIES
EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL, AND AGREE THAT THE ARBITRATOR’S AWARD SHALL BE FINAL AND BINDING ON BOTH PARTIES.
THIS ARBITRATION PROVISION IS TO BE CONSTRUED AS BROADLY AS IS PERMISSIBLE UNDER APPLICABLE LAW.


 


14.         Representations.
Each person executing this Agreement hereby represents and warrants on behalf of herself and
of the entity/individual on whose behalf she is executing the Agreement that she is authorized to represent and bind the entity/individual
on whose behalf she is executing the Agreement. Executive specifically represents and warrants to the Company that she reasonably
believes (a) she is not under any contractual or other obligations that would prevent, limit or impair Executive’s
performance of her obligations under this Agreement and (b) that entering into this Agreement will not result in a breach
of any other agreement to which she is a party.


 




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15.         Amendments
and Waivers. No provisions of this Agreement may be modified, waived, or discharged except by
a written document signed by Executive and a duly authorized Company officer. Thus, for example, promotions, commendations, and/or
bonuses shall not, by themselves, modify, amend, or extend this Agreement. A waiver of any conditions or provisions of this Agreement
in a given instance shall not be deemed a waiver of such conditions or provisions at any other time.


 


16.         Taxes.


 


(a)          Withholdings.
The Company may withhold from any compensation and benefits payable under this Agreement all federal, state, city and other taxes
or amounts as shall be determined by the Company to be required to be withheld pursuant to applicable laws, or governmental regulations
or rulings. Executive shall be solely responsible for the satisfaction of any taxes (including employment taxes imposed on employees
and penalty taxes on nonqualified deferred compensation).


 


(b)          Section
280G.


 


In the event that any payment or benefit
received or to be received by Executive pursuant to this Agreement or under any other agreement, contract, award, arrangement,
etc. (collectively, the “Payments”) would result in a “parachute payment”
as described in Section 280G of the Internal Revenue Code of 1986, as amended (or any successor provision), notwithstanding the
other provisions of this Agreement, or any other agreement, contract, award, arrangement, etc., such Payments shall not, in the
aggregate, exceed the maximum amount that may be paid to Executive without triggering golden parachute penalties under Section
280G and related provisions of the Internal Revenue Code, as determined in good faith by the Company’s independent auditors.
If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the following order: (A) cash payments;
(B) cancellation of accelerated vesting of equity awards other than stock options (with the latest vesting reduced first), and
(C) cancellation of accelerated vesting of stock options (with the latest vesting reduced first). If an amount in excess of the
limit set forth in this subsection (b) is paid to Executive, she shall repay the excess amount to the Company on demand, with
interest at the rate provided for in Internal Revenue Code Section 1274(b)(2)(B) (or any successor provision). The Company and
Executive agree to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence
or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount Executive
would realize from Payments, after payment of income and excise taxes on such Payments.


 






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(c)          Section
409A Compliance.








 


(i)          Section
409A Six-Month Delay Rule. If any amounts that become due under Section 5 of this Agreement constitute “nonqualified
deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (or any
successor provision), payment of such amounts shall not commence until  Executive incurs a “separation from service”
within the meaning of Treasury Regulation Section 1.409A-1(h). If, at the time of Executive’s separation from service,
Executive is a “specified employee” (under Section 409A), any benefit as to which Section 409A penalties
could be assessed that becomes payable to Executive on account of her “separation from service” (including any amounts
payable pursuant to the preceding sentence) will not be paid until after six months and one day after Executive’s separation
from service (the “409A Suspension Period”). Within fourteen (14) calendar days after the end of the
409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to any payments delayed because of the preceding
sentence, together with interest on them for the period of delay at a rate not less than the average prime interest rate published
in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive
any remaining benefits as if there had not been an earlier delay.


 


(ii)         Interpretation.
This Agreement is intended to comply with or be exempt from Section 409A, and the Company shall have complete discretion to interpret
and construe this Agreement and any associated documents in any manner that establishes an exemption from (or otherwise conforms
them to) the requirements of Section 409A. To the extent that any regulations or other guidance issued under Section 409A (after
application of the previous sentence) would result Executive being subject to the payment of interest or any additional tax under
Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of
any such interest or additional tax under Section 409A, which such amendment shall have the minimum economic effect necessary
and be reasonably determined in good faith by Executive and the Company, provided it does not increase the overall expense to
the Company in providing the benefits.


 


17.         U.S.
Citizenship and Immigration Services. Executive agrees to timely file all documents required
by the Department of Homeland Security to verify her identity and lawful employment in the United States. 


 


18.         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together shall constitute the same instrument.




    	-15-



    	 



    

  


19.         Executive’s
Acknowledgement.


 


	EXECUTIVE ACKNOWLEDGES THAT ALL
        UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND SHE RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED
        IN IT (INCLUDING THE AGREEMENTS SET FORTH AS EXHIBITS) AND THAT SHE HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT
        IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.

         

        Executive
        FURTHER ACKNOWLEDGES THAT SHE HAS CAREFULLY READ THIS AGREEMENT (INCLUDING THE AGREEMENTS SET FORTH AS EXHIBITS),
        THAT SHE UNDERSTANDS ALL OF SUCH AGREEMENTS, AND THAT SHE HAS BEEN GIVEN THE OPPORTUNITY TO DISCUSS SUCH AGREEMENTS WITH
        HER PRIVATE LEGAL COUNSEL AND HAS AVAILED HERSELF OF THAT OPPORTUNITY TO THE EXTENT SHE WISHED TO DO SO. EXECUTIVE UNDERSTANDS
        THAT THE DISPUTE RESOLUTION PROVISIONS OF THIS AGREEMENT GIVE UP THE RIGHT TO A JURY TRIAL ON MATTERS COVERED BY THEM.



 


[SIGNATURES ON NEXT PAGE]


 






    	-16-



    	 



    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the Effective Date.


 





	 	Caren Mason
	 	 	 
	 	/s/
	 	 	 
	 	STAAR Surgical Company
	 	 	 
	 	By:  	/s/
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 









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Exhibit A


 


FORM OF SEPARATION
AGREEMENT AND GENERAL RELEASE 


 


SEPARATION AGREEMENT
AND GENERAL RELEASE


 


This Separation Agreement and General Release
(this “Agreement”) is hereby entered into by and between Caren Mason, an individual (“Executive”), and
STAAR Surgical Company, a Delaware corporation, on behalf of itself and any and all affiliated entities (collectively, the “Company”).


 


Recitals


A.           Executive
has been employed by the Company pursuant to an employment agreement by and between the Company and Executive effective as of
[date] (the “Employment Agreement”), and currently is serving as Chief Executive Officer;


 


B.           Executive’s
employment with the Company and any of its parents, direct or indirect subsidiaries, affiliates, divisions, or related entities
(collectively referred to herein as the “Company and its Related Entities”) will be ended on the terms and conditions
set forth in this Agreement.


 


Agreement


 


In consideration
of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:


 


1.          Effective
Date. Except as otherwise provided herein, this Agreement shall be effective on the eighth
day after it has been executed by both of the parties (the “Effective Date”).


 


2.          End
of Employment. Executive’s employment with the Company and its Related Entities has
ended or will end, effective as of ___________ Pacific Time, on _________________ (the “Termination Date”). 


 


3.          Continuation
of Benefits After the Termination Date. Except as expressly provided in this Agreement or
in the plan documents governing the Company’s employee benefit plans, after the Termination Date, Executive will no longer
be eligible for, receive, accrue, or participate in any other benefits or benefit plans provided by the Company and its Related
Entities, including, without limitation, medical, dental and life insurance benefits, and the Company’s 401(k) retirement
plan; provided, however, that nothing in this Agreement shall waive Executive’s right to any vested benefits, including
vested amounts in the Company’s 401(k) retirement plan, which amounts shall be handled as provided in the plan.


 




    	 



    	 



    

4.          Payments
Upon Termination. Executive will be entitled to receive payment of the following: (i) all
earned but unpaid compensation (including accrued unpaid vacation) through the effective date of termination, payable on or before
the termination date; and (ii) reimbursement, made in accordance with Section 4(e) of the Employment Agreement,
of any monies advanced or incurred by Executive in connection with her employment for reasonable and necessary Company-related
expenses incurred on or before the Termination Date. The provisions of this Agreement shall not waive or terminate any rights
to compensation or vested benefits as required by law, or to indemnification Executive may have under the Company’s Certificate
of Incorporation, Bylaws or separate indemnification agreement, as applicable.


 


5.          Insurance.
Executive will be provided continued coverage under the Company’s medical, dental and
vision insurance benefit plans through the Termination Date, and thereafter, the Company shall reimburse Executive for the cost
of continuation of such group insurance coverage for herself and her eligible dependents under the provisions of the Consolidated
Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for eighteen (18) months after the Termination Date.


 


6.          Severance
Payment [and Change in Control Benefits]. In return for Executive’s promises in this
Agreement, the Company will provide Executive with a severance payment in an amount equal to the Base Salary Executive would have
earned over the next eighteen (18) months (less necessary withholdings and authorized deductions) at her then current Base Salary
rate (the “Severance Payment”) [for Change in Control resignation or termination, add:
plus an amount equal to Executive’s bonus, if any, for the year prior to the end of her employment and an amount equal to
Executive’s target bonus for the year in which her employment ends], which will be paid in equal monthly installments over
the eighteen (18) months following the Termination Date (the “Severance Period”) [OR, at the option of the
Board: in a lump sum within two business days after the Effective Date], subject to Section 22,
below.


 


7.            Effect
of Revocation or Subsequent Employment.


 


(a)          If
Executive properly revokes this Agreement in accordance with Section 14 below, Executive shall not be entitled to receive
the payments and benefits under Sections 5 and 6, above, except that Executive’s rights under COBRA will continue.


 


(b)          The
Company’s obligation to reimburse the premiums for Executive’s continuation insurance coverage will be extinguished
as of the date Executive’s coverage begins under the group health plan of any new employer. Executive shall promptly provide
written notice to the Company after she learns she will be eligible for such insurance coverage. If Executive violates the restrictions
in Section 18, below, the Company’s obligation to pay premiums for insurance under COBRA or otherwise will be immediately
extinguished, and the other remedies specified in Section 18, below, shall apply.


 




    	-2-



    	 



    

8.          Acknowledgement
of Total Compensation and Indebtedness. Executive acknowledges and agrees that the cash
payments under Sections 4, 5 and 6 of this Agreement extinguish any and all obligations for monies, or other compensation
or benefits that Executive claims or could claim to have earned or claims or could claim is owed to her as a result of her employment
by the Company and its Related Entities through the Termination Date, under the Employment Agreement or otherwise. Notwithstanding
the foregoing, the parties acknowledge and agree that the provisions of this Section 10 shall not terminate any rights
Executive has under Section 3 or to other payments Executive may have, and to any indemnification Executive may have under
the Company’s Certificate of Incorporation, Bylaws or separate indemnification agreement, as applicable.


 


9.            Status
of Related Agreements and Future Employment.


 


(a)          Agreements
Between Executive and the Company. [Agreements to be scheduled at time].


 


(b)          Employment
Agreement. The parties agree that the Employment Agreement shall be terminated as of the Termination Date. Notwithstanding
the termination of the Employment Agreement, the parties hereto acknowledge that certain rights and obligations set forth in the
Employment Agreement extend beyond the Termination Date. In the event that any provision of this Agreement conflicts with
Section 6 of the Employment Agreement, the terms and provisions of the section(s) providing the greatest protection to
the Company and its Related Entities shall control.


 


10.          Release
by Executive.


 


(a)          Except
for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement,
Executive, for herself and her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s
Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities,
and each of their respective agents, representatives, shareholders, owners, officers, directors, employees, consultants, attorneys,
auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”),
both individually and collectively, from any and all rights, claims, demands, liabilities, actions, causes of action, damages,
losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive
or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter,
cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based
upon, or relating to his employment or the termination of her employment with the Company and its Related Entities and/or her
service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of
the Company Releasees, to the maximum extent permitted by law.


 




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(b)          Executive
specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title
VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act,
as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction
of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state
or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as
a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship.


 


(c)          Nothing
contained in this Section 10 or any other provision of this Agreement shall release or waive any right that Executive
has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive
may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates
of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability
insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent
Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).



 


11.          Waiver
of Civil Code Section 1542.


 


(a)          Executive
understands and agrees that the release provided herein extends to all Claims released above whether known or unknown, suspected
or unsuspected, which may be released as a matter of law. Executive expressly waives and relinquishes any and all rights she may
have under California Civil Code section 1542, which provides as follows:


 


“A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


(b)          Executive
expressly waives and releases any rights and benefits which she has or may have under any similar law or rule of any other jurisdiction.
It is the intention of each party through this Agreement to fully, finally and forever settle and release the Claims as set forth
above. In furtherance of such intention, the release herein given shall be and remain in effect as a full and complete release
of such matters notwithstanding the discovery of any additional Claims or facts relating thereto.


 






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12.         [If
Executive is age 40 or over on Termination Date] Release of Federal Age Discrimination Claims by Executive. Executive
hereby knowingly and voluntarily waives and releases all rights and claims, known or unknown, arising under the Age Discrimination
In Employment Act of 1967, as amended, which she might otherwise have had against the Company or any of the Company Releasees
regarding any actions which occurred prior to the date that Executive signed this Agreement, except that Executive is not prevented
from cooperating in an investigation by the EEOC or from filing an EEOC charge other than for personal relief.





 


13.         Release
by Company and its Related Entities. The Company and its Related Entities hereby release
and forever discharge Executive, from any and all waivable actions, causes of action, covenants, contracts, claims and demands
of whatever character, nature and kind, whether known or unknown, which the Company and its Related Entities ever had, now have,
or any of them hereafter can, shall or may have by reason of Executive’s employment and/or her service as a director and/or
officer of the Company and/or its Related Entities; provided, however, that this general release shall not apply, or be deemed
or construed to apply, to (a) any of Executive’s continuing obligations pursuant to the Employment Agreement, or (b) any
criminal conduct or acts or omissions constituting willful misconduct or gross negligence by Executive.


 


14.          Review
and Revocation Rights. Executive hereby is advised of the following:


 


(a)          Executive
has the right to consult with an attorney before signing this Agreement and is encouraged by the Company to do so;


 


(b)          Executive
has twenty-one (21) days from her receipt of this Agreement to consider it; and


 


(c)          Executive
has seven (7) days after signing this Agreement to revoke this Agreement, and this Agreement will not be effective until
that revocation period has expired without revocation. Executive agrees that in order to exercise her right to revoke this Agreement
within such seven (7) day period, she must do so in a signed writing delivered to the Company’s Board of Directors
of the Company (“Board”) before the close of business on the seventh calendar day after she signs this Agreement.


 


15.         Confidentiality
of Agreement. After the execution of this Agreement by Executive, neither Executive, her
attorney, nor any person acting by, through, under or in concert with them, shall disclose any of the terms of or amount paid
under this Agreement (other than to state that the Company has filed this Agreement and/or agreements related thereto as public
documents) or the negotiation thereof to any individual or entity; provided, however, that the foregoing shall not prevent such
disclosures by Executive to his attorney, tax advisors and/or immediate family members, or as may be required by law.


 


16.         No
Filings. Executive represents that she has not filed any waivable lawsuits, claims, charges
or complaints, which are pending as of the date hereof, against the Company Releasees with any local, state or federal agency
or court from the beginning of time to the date of execution of this Agreement and that, if any such agency or court ever assumes
jurisdiction over any such lawsuit, claim, charge or complaint and/or purports to bring any legal proceeding, in whole or in part,
on behalf of Executive based upon events occurring prior to the execution of this Agreement, Executive will request such agency
or court to withdraw from and/or to dismiss the lawsuit, claim, charge or complaint with prejudice. 


 




    	-5-



    	 



    

 


17.         Confidential
and Proprietary Information. Executive acknowledges that certain information, observations
and data obtained by her during the course of or related to her employment with the Company and its Related Entities (including,
without limitation, projection programs, business plans, business matrix programs (i.e., measurement of business), strategic
financial projections, certain financial information, shareholder information, product design information, marketing plans or
proposals, personnel information, customer lists and other customer information) are the sole property of the Company and its
Related Entities and constitute Proprietary Information as defined in Section 6 of the Employment Agreement. Executive
represents and warrants that she has returned all files, customer lists, financial information and other property of the Company
and its Related Entities that were in Executive’s possession or control without retaining copies thereof. Executive further
represents and warrants that she does not have in her possession or control any files, customer lists, financial information or
other property of the Company and its Related Entities. In addition to her promises in Section 6 of the Employment Agreement,
Executive agrees that she will not disclose to any person or use any such information, observations or data without the written
consent of the Board. If Executive is served with a deposition subpoena or other legal process calling for the disclosure of such
information, or if she is contacted by any third person requesting such information, she will notify the Board as soon as is reasonably
practicable after receiving notice and will reasonably cooperate with the Company and its Related Entities in minimizing the disclosure
thereof; provided, that nothing in this Agreement will affect Executive’s obligations to testify truthfully in response
to any subpoena or other legally required discovery proceeding.


 


18.          Prohibited
Activities.


 


(a)          Non-Solicitation
of Customers and Other Business Partners. Executive recognizes that by virtue of her employment with the Company, she will
be introduced to and involved in the solicitation and servicing of existing customers and other business partners of the Company
and new customers and business partners obtained by the Company during her employment. Executive understands and agrees that all
efforts expended in soliciting and servicing such customers and business partners shall be for the benefit of the Company. Executive
further agrees that during her employment with the Company she will not engage in any conduct which could in any way jeopardize
or disturb any of the customer and business partner relationships of the Company. In addition, Executive agrees that, for a period
beginning on the Effective Date and ending twelve (12) months after termination of Executive’s employment with the Company,
regardless of the reason for such termination, Executive shall not use any Proprietary Information to, directly or indirectly,
solicit, direct, interfere with, or entice away from the Company any existing customer, licensee, licensor, vendor, contractor
or distributor of the Company or for the customer or other business partner to expand its business with a competitor, without
the prior written consent of the Board.


 




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(b)          Non-Solicitation
of Employees. Executive recognizes the substantial expenditure of time and effort which the Company devotes to the recruitment,
hiring, orientation, training and retention of its employees. Accordingly, Executive agrees that, for a period beginning on the
Effective Date and ending twelve (12) months after termination of Executive’s employment with the Company, regardless of
the reason for such termination, Executive shall not use any Proprietary Information, directly or indirectly, for herself or on
behalf of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of any employee of the
Company in a position classified as exempt from overtime pay requirements. For purposes of the foregoing, “employee of the
Company” shall include any person who was an employee of the Company at any time within six (6) months prior to
the prohibited conduct.


 


(c)          Scope
of Restrictions. Executive agrees that the restrictions in Sections 18 (a) and (b), above, are reasonable and necessary
to protect the Company’s trade secrets. To the extent that any of the provisions in this Section 18 are held to be
overly broad or otherwise unenforceable at the time enforcement is sought, Executive agrees that the provision shall be reformed
and enforced to the greatest extent permissible by law. Executive further agrees that if any portion of this Section 18
is held to be unenforceable, that the remaining provisions of it shall be enforced as written.


 


19.          Remedies.
Executive acknowledges that any misuse of Proprietary Information belonging to the Company and
its Related Entities, or any violation of Section 6 of the Employment Agreement, and any violation of Sections 15, 17
and 18 of this Agreement, will result in irreparable harm to the Company and its Related Entities, and therefore, the Company
and its Related Entities shall, in addition to any other remedies, be entitled to immediate injunctive relief. To the extent there
is any conflict between Section 6 of the Employment Agreement and this Section 19, the provision providing the greatest
protection to the Company and its Related Entities shall control. In addition, in the event of a breach of any provision of this
Agreement by Executive, including Sections 15, 17 and 18, Executive shall forfeit, and the Company and its Related Entities
may cease paying, any unpaid installments of the Severance Payment and providing any further medical insurance benefits under
Sections 5 and 6, above. 


 


20.          Cooperation
Clause.


 


(a)          To
facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the Severance Period, Executive
agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance
related to the time of her employment.


 




    	-7-



    	 



    

(b)          For
the Severance Period, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and
its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including
internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past
conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or
other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which
has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The
Company will promptly reimburse Executive for her reasonable, customary and documented out-of-pocket business expenses in connection
with the performance of her duties under this Section 20. Except as required by law or authorized in advance by the Board
of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s
legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal
action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the
management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the
legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities.
If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer
to the Company. Executive acknowledges that any violation of this Section 20 will result in irreparable harm to the Company
and its Related Entities and will entitle the Company and its Related Entities to injunctive relief.


 


21.         No
Future Employment. Executive understands that her employment with the Company and its Related
Entities will irrevocably end as of the Termination Date and will not be resumed at any time in the future. Executive agrees that
she will not apply for, seek or accept employment by the Company and its Related Entities at any time, unless invited to do so
by the Company and its Related Entities.


 


22.         Tax
Issues. The parties agree that the payments and benefits provided under this Agreement,
and all other contracts, arrangements or programs that apply to her, shall be subject to Section 16 of the Employment
Agreement.


 


23.         Non-disparagement.
Executive agrees not to criticize, denigrate, or otherwise disparage the Company and its Related Entities, or any of their directors,
officers, products, processes, experiments, policies, practices, standards of business conduct, or areas or techniques of research.
The Company agrees not to authorize or condone denigrating or disparaging statements about Executive to any third party, including
by press release or other formally released announcement. Factually accurate statements in legal or public filings shall not violate
this provision. In addition, nothing in this Section 23 shall prohibit Executive or the Company or the Board, or any of
their employees or members from complying with any lawful subpoena or court order or taking any other actions affirmatively authorized
by law.


 


24.         Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without giving effect to principles of conflict of laws.


 


25.         Dispute
Resolution. The parties hereby agree that all disputes, claims or controversies arising
from or otherwise in connection with this Agreement (except for injunctive relief sought by either party) between them and between
Executive and any of the Company’s affiliated entities and the successor of all such entities, and any director, shareholder
or employee of the Company will be resolved in accordance with Section 13 of the Employment Agreement, except for its attorneys’
fee provision. 


 




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26.         Attorneys’
Fees. Except as otherwise provided herein, in any action, litigation or proceeding between
the parties arising out of or in relation to this Agreement, including any purported breach of this Agreement, the prevailing
party shall be entitled to an award of its costs and expenses, including reasonable attorneys’ fees.


 


27.         Non-Admission
of Liability. The parties understand and agree that neither the payment of any sum of money
nor the execution of this Agreement by the parties will constitute or be construed as an admission of any wrongdoing or liability
whatsoever by any party.


 


28.         Severability.
If any one or more of the provisions contained herein (or parts thereof), or the application
thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity and enforceability
of any such provision in every other respect and of the remaining provisions hereof will not be in any way impaired or affected,
it being intended that all of the rights and privileges shall be enforceable to the fullest extent permitted by law.


 


29.         Entire
Agreement. This Agreement represents the sole and entire agreement among the parties and,
except as expressly stated herein, supersedes all prior agreements, negotiations and discussions among the parties with respect
to the subject matters contained herein.


 


30.         Waiver.
No waiver by any party hereto at any time of any breach of, or compliance with, any condition
or provision of this Agreement to be performed by any other party hereto may be deemed a waiver of similar or dissimilar provisions
or conditions at the same time or at any prior or subsequent time.


 


31.         Amendment.
This Agreement may be modified or amended only if such modification or amendment is agreed to
in writing and signed by duly authorized representatives of the parties hereto, which writing expressly states the intent of the
parties to modify this Agreement.


 


32.         Counterparts.
This Agreement may be executed in counterparts, each of which will be deemed to be an original
as against any party that has signed it, but both of which together will constitute one and the same instrument.


 


33.         Assignment.
This Agreement inures to the benefit of and is binding upon the Company and its successors and
assigns, but Executive’s rights under this Agreement are not assignable, except to his estate.


 


34.         Notice.
All notices, requests, demands, claims and other communications hereunder shall be in writing
and shall be deemed to have been duly given (a) if personally delivered or delivered by overnight courier; (b) if sent
by electronic mail, telecopy or facsimile (except for legal process); or (c) if mailed by overnight or by first class, United
States certified or registered mail, postage prepaid, return receipt requested, and properly addressed as follows:




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	If to the Company:	STAAR Surgical Company
	 	1911 Walker Ave.
	 	Monrovia, California 91016
	 	Attn: Board of Directors
	 	 
	 	Fax No. [insert]
	 	 


 


	If to Executive:	[name]	 	 
	 	[address]	 	 
	 	 	 	 
	 	Email:	 	 
	 	Fax No:	 	 


 


Such addresses may be changed, from time
to time, by means of a notice given in the manner provided above. Notice will conclusively be deemed to have been given when personally
delivered (including, but not limited to, by messenger or courier); or if given by mail, on the third business day after being
sent by first class, United States certified or registered mail; or if given by Federal Express or other similar overnight service,
on the date of delivery; or if given by electronic mail, telecopy or facsimile machine during normal business hours on a business
day, when confirmation of transmission is indicated by the sender’s machine; or if given by electronic mail, telecopy or
facsimile machine at any time other than during normal business hours on a business day, the first business day following when
confirmation of transmission is indicated by the sender’s machine. Unless otherwise agreed, notices, requests, demands and
other communications delivered to legal counsel of any party hereto, whether or not such counsel shall consist of in-house or
outside counsel, shall not constitute duly given notice to any party hereto.


 


35.          Miscellaneous
Provisions.


 


(a)          The
parties represent that they have read this Agreement and fully understand all of its terms; that they have conferred with their
attorneys, or have knowingly and voluntarily chosen not to confer with their attorneys about this Agreement; that they have executed
this Agreement without coercion or duress of any kind; and that they understand any rights that they have or may have, and they
are signing this Agreement with full knowledge of any such rights.


 


(b)          Both
parties have participated in the drafting of this Agreement with the assistance of counsel to the extent they desired. The language
in all parts of this Agreement must be in all cases construed simply according to its fair meaning and not strictly for or against
any party. Whenever the context requires, all words used in the singular must be construed to have been used in the plural, and
vice versa, and each gender must include any other gender. The captions of the Sections of this Agreement are for convenience
only and must not affect the construction or interpretation of any of the provision herein.


 




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(c)          Each
provision of this Agreement to be performed by a party hereto is both a covenant and condition, and is a material consideration
for the other party’s performance hereunder, and any breach thereof by the party will be a material default hereunder. All
rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement are cumulative
and no one of them is exclusive of any other. Time is of the essence in the performance of this Agreement.


 


(d)          Each
party acknowledges that no representation, statement or promise made by any other party, or by the agent or attorney of any other
party, except for those in this Agreement, has been relied on by her or it in entering into this Agreement.


 


(e)          Unless
expressly set forth otherwise, all references herein to a “day” are deemed to be a reference to a calendar day. All
references to “business day” mean any day of the year other than a Saturday, Sunday or a public or bank holiday in
Orange County, California. Unless expressly stated otherwise, cross-references herein refer to provisions within this Agreement
and are not references to any other document.


 


(f)          Each
party to this Agreement will cooperate fully in the execution of any and all other documents and in the completion of any additional
actions that may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement.


 


EACH OF THE PARTIES ACKNOWLEDGES
THAT SHE/IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT, AND THAT IT INCLUDES A WAIVER OF THE
RIGHT TO A TRIAL BY JURY, AND, WITH RESPECT TO EXECUTIVE, SHE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN
AND UNKNOWN CLAIMS.


 


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IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed as of the day and year first above written.


 


	EXECUTIVE:	 	 
	 	 	Caren Mason
	 	 	 
	COMPANY:	 	STAAR Surgical Company
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 






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