exv10w101



 





EXHIBIT 10.101



THIS DEED is made the 5th day of May, 2004.




	 	 	 
	BETWEEN:

	 	STAAR SURGICAL COMPANY of 1911 Walker Avenue, Monrovia,
California in the United States of America (hereinafter called
“Staar US”) of the First Part
	 
	AND:

	 	PHILIP BUTLER STONEY of 8 Yarrandi Place, Northwood in the State
of New South Wales (hereinafter called “Stoney”) of the Second
Part
	 
	AND:

	 	ROBERT WILLIAM MITCHELL of 1b Lucas Street, Brighton East in the
State of Victoria (hereinafter called “Mitchell”) of the Third
Part
	 
	AND:

	 	CONCEPTVISION AUSTRALIA PTY LIMITED ACN 006 391 928 a company duly incorporated and having its registered office at Ground Floor, 18-20 Orion Road, Lane
Cove in the State of New South Wales (hereinafter called the “Company”) of the Fourth Part







RECITALS





	A.	 	By deed made 1st day of July 1999 (“the Principal Deed”) the parties
hereto entered into an agreement in respect of, inter alia, the regulation
of the relationship of the Shareholders as shareholders of the Company and
of the management and control of the Company, its business and affairs.
	 
	B.	 	Clause 13 of the Principal Deed provides as follows:

	 
	 	 	“Stoney and Mitchell agree that in the event their employment is
terminated or their employment contract is complete that they will
transfer their shares in the Company to Staar US. The sale price of
their shares will be calculated to be the greater of:





	 	 	 	 	 
	A

	 	(i)
	 	Net sales revenue for the previous twelve (12) months
equals value of Company (“Value”).







	 	 	 	 	 
	(ii)

	 	Stoney and Mitchell’s shares x
value =

	 	Sale price for
Stoney & Mitchell’s
	

	 	All issued shares
	 	shares








	 	 	 	 	 
	OR

	 	 
	 	 







 









 





	 	 	 	 	 
	B

	 	(i)
	 	The Company’s (“Value”) will be determined by multiplying
7 times net profit after tax for the previous twelve
(12) months.




For the calculation of net profit cost of product will be:

 
	

	 	 	 	(a) standard cost plus 35% mark up on all products
manufactured by STAAR Surgical Company or its affiliates.;

	

	 	 	 	 
	

	 	 	 	(b) delivered cost on any product not
produced by the STAAR Surgical Company or its
affiliates.







	 	 	 	 	 
	(ii)

	 	Stoney and Mitchell’s shares x
value =

	 	Sale price for
Stoney & Mitchell’s
	

	 	All shares issued
	 	shares”








	C.	 	The parties wish to vary the Principal Deed in respect of the transfer of
the shares of Stoney and Mitchell and the consideration to be paid for
such transfers as set out in the Operative Part.





OPERATIVE PART





	1.	 	Clause 13 of the Principal Deed is deleted.
	 
	2.	 	Stoney and Mitchell agree to transfer to Staar US and Staar US agrees to
purchase the shares of Stoney and Mitchell in the Company on the following
terms and conditions:






	2.1	 	On the date of this deed –






	(a)	 	Stoney shall transfer to Staar US 10 ordinary shares in the Company and Staar US shall pay to Stoney as
consideration the sum of AUD $525,820.00.
	 
	(b)	 	Mitchell shall transfer to Staar US 10 ordinary shares in the Company and Staar US shall pay to Mitchell as
consideration the sum of AUD $525,820.00.






	2.2	 	On the first to occur of –






	(a)	 	the 30th day after any change in the ownership of Staar US so that a different person or group of persons
will control the composition of the board of directors or
more than 50% of the shares giving a right to vote at general
meetings,
	 
	(b)	 	the 30th day after the termination of Stoney’s contract of employment by Staar US





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	(c)	 	1st November 2007






Stoney shall transfer to Staar US his remaining 10 ordinary shares
in the Company and Staar US shall pay to Stoney as consideration
the greater of –




	(d)	 	AUD $525,820.00 and






	(e)	 	5% of the increased value of the Company over the base year
valuation as defined in section 2.6.






	2.3	 	Notwithstanding clause 2.2 (b) Staar US shall not be obliged
to purchase Stoney’s shares pursuant to clause 2.2 if on or before
the date for payment determined in accordance with clause 2.2
Stoney’s contract of employment with the Company has been terminated
by Stoney or by Staar US by reason of Stoney’s serious and wilful
misconduct.
	 
	2.4	 	On the first to occur of –






	(a)	 	the 30th day after any change in the ownership
of Staar US so that a different person or group of persons
will control the composition of the board of directors or
more than 50% of the shares giving a right to vote at general
meetings,
	 
	(b)	 	the 30th day after the termination of
Mitchell’s contract of employment by Staar US
	 
	(c)	 	1st November 2007






Mitchell shall transfer to Staar US his remaining 10 ordinary shares in the Company and Staar US shall pay to Mitchell as
consideration the greater of –




	(d)	 	AUD $525,820.00 and
	 
	(e)	 	5% of the increased value of the Company over
the base year valuation as defined in section 2.6.






	2.5	 	Notwithstanding clause 2.4 (b) Staar US shall not be obliged
to purchase Mitchell’s shares pursuant to clause 2.4 if on or before
the date for payment determined in accordance with clause 2.4
Mitchell’s contract of employment with the Company has been
terminated by Mitchell or by Staar US by reason of Mitchell’s
serious and wilful misconduct.





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	2.6	 	For the purposes of clauses 2.2 (e) and 2.4 (e) the increased
value of the Company will be determined by multiplying 7 times the
average annual net profit after tax over a maximum four year period
from November 1, 2003 to November 1, 2007 subtracting the base
period valuation per Schedule A attached. The difference in these
two valuations will determine the increased value. Mitchell and
Stoney will each be paid 5% of that incremental valuation. For the
calculation of net profit costs of product will be –






	(a)	 	Standard costs plus 35% mark up on Staar US products.
	 
	(b)	 	Delivered cost on any product not produced by STAAR Surgical
Company.
	 
	(c)	 	Financial Statements will be measured according to US
GAAP and subject to audit either by STAAR employees or
independent auditors agreed to by both parties.






	3.	 	In all other respects the parties confirm the provisions of the Principal
Deed provided that in the event of any inconsistency between this deed and
the Principal Deed the provisions of this deed shall prevail to the extent
of the inconsistency.
	 
	4.	 	For the avoidance of doubt the Company acknowledges that this deed is
executed pursuant to a unanimous resolution passed with the approval of
its directors.





EXECUTED AS A DEED




	 	 	 
	   

	 	/s/ PHILIP BUTLER STONEY

	

	 	Concept Vision Australia
	

	 	Managing Director
	 
	 	 
	

	 	/s/ ROBERT WILLIAM MITCHELL

	

	 	Concept Vision Australia
	

	 	Director
	 
	 	 
	

	 	/s/ JOHN BILY

	

	 	STAAR Surgical Company
	

	 	Chief Financial Officer







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