EX-10.70






AMENDMENT NO.1 TO EXECUTIVE EMPLOYMENT AGREEMENT




This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made as of the
27th day of November, 2008, by and between STAAR Surgical Company, a Delaware corporation
(“STAAR”), and Barry G. Caldwell (“the Executive”), in reference to the following:



RECITALS




A. The Executive and STAAR are parties to an Executive Employment Agreement dated
November 27, 2007 (the “Agreement”), whereby STAAR agreed to retain the services of the Executive
as its Chief Executive Officer, and the Executive agreed to render such services.



B. STAAR and the Executive wish to modify the terms of the Agreement so that the base salary
is payable by STAAR in cash subject to an election by the Executive to receive a portion of his
salary in the form of common stock.



NOW, THEREFORE, in consideration of the premises stated above, the mutual promises contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Executive agree as follows:



AGREEMENT




1. Section 3.1 of the Agreement is hereby amended and restated in its entirety as follows:




“3.1 Base Compensation.



“(a) Base Salary. Subject to any election made pursuant to
Section 3.1(b), STAAR shall pay the Executive a base salary (the “Initial
Base Salary”) at the annual rate of $400,000, to be paid on a bi-weekly basis in
cash by check, wire transfer or similar means. The Executive’s annual salary will
be reviewed annually by the Board for the purpose of determining whether, at the
sole discretion of the Board, the Executive’s salary shall be increased. (In this
Agreement the term “Base Salary” shall mean, as of any date, the Initial Base
Salary, plus all discretionary increases of annual pay made by the Board up to and
including such date.)



“(b) Equity Compensation Portion of Base Salary. Subject to the
approval of the Board, during the Term the Executive may elect to receive a portion
of his Base Salary to be earned during the next Renewal Term in the form of
restricted shares of STAAR’s common stock (the “Stock Portion”) as follows. At the
first regularly scheduled meeting of the Board following the filing of STAAR’s
Quarterly Report on Form 10-Q for the third fiscal quarter (the “Election Date”),
the Executive may request to receive a specified amount of his Base Salary as the
Stock Portion. If approved by the Board, the Executive shall receive, on, or as
soon as practicable after, the anniversary of the Effective Date, restricted shares
of STAAR’s common stock pursuant to the 2003 Omnibus Equity Incentive Plan or such
similar equity incentive plan of the Company then in effect (the “Plan”), in a
number equal to the Stock Portion divided by the Fair Market Value (as defined in
the Plan) of STAAR’s common stock on the Election Date. Any Stock Portion received
by the Executive shall be subject to vesting restrictions pursuant to the form of
Restricted Stock Agreement appended to the Plan, and shall vest in twelve equal
monthly installments at the end of each full calendar month following the
anniversary of the Effective Date.”



2. Section 3.2 of the Agreement is hereby amended by replacing the words:



“In addition to the base salary described above, the Executive will be eligible for
an annual performance bonus of up to 60% of annual base compensation (including for
such purpose the equity compensation provided pursuant to Section 3.1(b) at a value
of $100,000)”



with the following words:



“In addition to the Base Salary, the Executive will be eligible for an annual
performance bonus of up to 60% of the Base Salary”



3. Section 5.10(a) of the Agreement is hereby amended by replacing the words:



“base compensation at the rate in effect on the Termination Date (including for such
purpose at a value of $100,000 per year the equity compensation payable under
Section 3.1(b))”



with the following words:



“Base Salary in effect on the Termination Date.”



4. Except as expressly modified by this Amendment, all terms, conditions and provisions of the
Agreement shall continue in full force and effect as set forth in the Agreement. Except as
otherwise modified or defined herein, all capitalized terms in this Amendment have the same
meanings as set forth in the Agreement. In the event of a conflict between the terms and
conditions of the Agreement and the terms and conditions of this Amendment, the terms and
conditions of this Amendment shall prevail. Each party represents and warrants to the other party
that this Amendment has been duly authorized, executed and delivered by it and constitutes a valid
and legally binding agreement with respect to the subject matter contained herein. Each party
agrees that the Agreement, as amended by this Amendment, constitutes the complete and exclusive
statement of the agreement between the Parties, and supersedes all prior proposals and
understandings, oral and written, relating to the subject matter contained herein. This Amendment
shall not be modified or rescinded except in a writing signed by the Parties. This Amendment may be
executed manually or by facsimile signature in two or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute but one and the same instrument.



The next page is the signature page.






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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Executive Employment
Agreement, effective on the date first written above.



EXECUTIVE EMPLOYEE



/s/ Barry G. Caldwell



Barry G. Caldwell



STAAR SURGICAL COMPANY



/s/ Charles Kaufman

Charles Kaufman

Vice President and Secretary





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