UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549



Form 10-K/A

(Amendment No. 1)

(Mark One)

|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|  | For the fiscal year ended January 2, 2015                                               
|  | or                                                                                      
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |                                                                                         
|  | For the Transition period from               to                                         



Commission file number: 0-11634



STAAR SURGICAL COMPANY

(Exact name of registrant as specified
in its charter)



|Delaware                                                               | 95-3797439                                  
|---------------------------------------------------------------------- | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) | (I.R.S. Employer
        Identification No.)



1911 Walker Avenue

Monrovia, California 91016

(Address of principal executive offices)



(626) 303-7902

(Registrant’s telephone number, including
area code)

Securities registered pursuant to Section 12(b)
of the Act:



|(Title of each class)         | (Name of each exchange on which registered)
|----------------------------- | -------------------------------------------
|Common Stock, $0.01 par value | Nasdaq Global Market                       



Securities registered pursuant to Section 12(g)
of the Act: None



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes þ     No o



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).  Yes  þ          No o



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  o



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):



|oLarge accelerated filer | þAccelerated filer | oNon-accelerated filer                        | oSmaller reporting company
|------------------------ | ------------------ | --------------------------------------------- | --------------------------
|                         |                    | (Do not check if a smaller reporting company) |                           



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ



The aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant as of July 4, 2014, the last business day of the registrant’s
most recently completed second fiscal quarter, was approximately $542,806,000 based on the closing price per share of $14.15 of
the registrant’s Common Stock on that date.



The number of shares outstanding of the
registrant’s Common Stock as of February 12, 2015 was 38,797,569.



---













EXPLANATORY NOTE



STAAR Surgical Company (“STAAR”)
is filing this Amendment No. 1 to Form 10-K on Form 10-K/A (the “Form 10K/A”) to amend our Annual Report on Form 10-K
for the fiscal year ended January 2, 2015 (the “Form 10-K”), which was filed with the Securities and Exchange Commission
(the “SEC”) on March 13, 2015. The purpose of this Form 10-K/A is solely to disclose the information required in Part
III (Items 10, 11, 12, 13 and 14) of the Form 10-K, which information was previously omitted from the Form 10-K in reliance on
General Instruction G(3) to Form 10-K. Accordingly, we hereby amend and replace in its entirety Part III of Form 10-K.



In addition, pursuant to the rules of the
SEC, Item 15 of Part IV has been amended to include the currently dated certifications of STAAR’s principle executive officer
and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002. The certifications of STAAR’s principle
executive officer and principle financial officers are filed with this Form 10-K/A as Exhibits 31.3 and 31.4 hereto. Because no
financial statements have been included in this Form 10-K/A and this does not contain or amend any disclosure with respect to Items
307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certificate
under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form 10-K/A.



Except as described above, this Form 10-K/A
does not amend any other information set forth in the Form 10-K, and we have not updated disclosures included therein to reflect
any subsequent events. This Form 10-K/A should be read in conjunction with the Form 10-K and with our filings with the SEC subsequent
to the Form 10-K.











STAAR SURGICAL COMPANY





TABLE OF CONTENTS



Contents

|PART III                                                                                          | 1 
|------------------------------------------------------------------------------------------------- | --
|Item 10.  Directors, Executive Officers and Corporate Governance                                  | 1 
|Item 11.  Executive Compensation                                                                  | 7 
|Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholders | 18
|Item 13.  Certain Relationships and Related Transactions and Director Independence                | 21
|Item 14.  Principal Accountant Fees and Services                                                  | 22











PART III



Item 10. Directors, Executive Officers and Corporate Governance

Corporate Governance



Directors of the Registrant



Mark B. Logan

Director since November 2010

Chairman of the Board of Directors

Member of the Compensation Committee

Member of the Nominating and
Governance Committee

Age 76



Background.
Mr. Logan has served as the co-founder and President and Chief Executive Officer of TearSolutions, L.L.C., a company focused
on a natural replacement therapy for dry eyes since 2013. Previously, he served as Chairman and Chief Executive Officer of VISX, Inc.,
an excimer refractive surgical systems designer and manufacturer, from 1994 to 2001. VISX was subsequently acquired by Advanced
Medical Optics (now a part of Abbott Laboratories). Prior to joining VISX, Mr. Logan served as Chairman and Chief Executive
Officer of Insmed Pharmaceuticals, Inc., from 1992 through 1994, and before that he was a principal at McManus Associates,
a healthcare research and management firm, from 1985 through 1992. Before that, he spent four years as Executive Vice President
and Chief Operating Officer and board member at Bausch & Lomb, one of the largest companies in the ophthalmic surgical
sector. His prior experience includes senior executive positions at Becton, Dickinson & Company and Wyeth, Inc. Mr. Logan
is member of the Board of Directors of Tear Solutions, L.L.C. Mr. Logan serves on the Board of the University of Virginia
Heart & Vascular Center, serves on the Board of Advisors of Gencia Inc., and serves as a trustee of the Southern
Environmental Law Center. Mr. Logan earned a B.A. in Biology from Hiram College. He was a Woodrow Wilson Fellow at New York
University and has completed the Program for Management Development (PMD) at Harvard University.



Qualifications.
In January 2014, the Board of Directors unanimously elected Mr. Logan to serve as Chairman based on his past experience as
Chairman of VIVUS and Chairman of VISX. Also, the Nominating and Governance Committee believes Mr. Logan’s expertise
in management of an expanding ophthalmic business, especially in the area of refractive surgery brings valuable insight and experience
to the Board of Directors. In particular, as Chairman and Chief Executive Officer of VISX from 1994 to 2001, Mr. Logan oversaw
from 2007 through 2014, the successful introduction of the leading excimer laser system used in custom LASIK. Through his chairmanship
of VIVUS he gained recent experience in the FDA-regulated environment and familiarity with best current practices in corporate
governance. The Nominating and Governance Committee believes the skills he has exhibited in the past leadership roles will help
increase stockholder value at STAAR.



Caren Mason

Director since June 2014

President and Chief Executive
Officer

Chairman, Quality and Regulatory
Committee

Age 61



Background.
Ms. Mason was elected to STAAR’s Board of Directors at its 2014 Annual Meeting, and she has served as STAAR’s Chief
Executive Officer since March 3, 2015. From 2010 to 2012, Ms. Mason served as Chief Executive Officer of Verinata Health, Inc.
(f/k/a Artemis Health, Inc.), a provider of non-invasive prenatal genetic sequencing tests for the early identification of
fetal chromosomal abnormalities. In February 2013, Verinata was acquired by Illumina for $350 million. Ms. Mason served
as the President, Chief Executive Officer and a Director of Quidel Corporation from 2004 to 2009, a publicly traded company engaged
in the development, manufacturing and marketing of rapid diagnostic solutions at the professional point-of-care in infectious diseases
and reproductive health. Prior to joining Quidel, Ms. Mason provided consultative services from 2003 to 2004 for Eastman Kodak
Health Imaging as a result of the sale of MiraMedica to Eastman Kodak. She served as President and Chief Executive Officer for
MiraMedica, Inc., an early phase start-up developing computer-aided detection software for breast cancer, from 2002 through
2003. Prior to her tenure with MiraMedica, Ms. Mason served as Chief Executive Officer of eMed Technologies of Lexington,
Massachusetts, a teleradiology and picture archiving and communications systems business. Ms. Mason served as General Manager
of the Women’s Healthcare business and as a General Manager in various capacities for the Services business of General Electric
Healthcare from 1996 to 2000. Ms. Mason’s additional healthcare experience includes her tenure with Bayer AG/AGFA from
1989 to 1996 where she last held the positions of Senior Vice President for Bayer Corporate Health Care and Senior Vice President
for the AGFA Technical Imaging Business Group. Ms. Mason began her career in healthcare with American Hospital Supply/Baxter
Healthcare in sales, marketing and managerial roles from 1977 through 1988. Ms. Mason received her B.A. from Indiana University.
Ms. Mason’s prior corporate governance experience includes both private and public boards with Verinata Health, eMed
Technologies, MiraMedica and Quidel Corporation. She currently serves as a director of HealthTell, an early stage life sciences
company, and also on the Executive Committee for the Board of Visitors for UCSD Moores Cancer Center.





1







Qualifications.
The Nominating and Governance Committee believes it is important that STAAR's Chief Executive Officer also serves on its Board
of Directors to provide a critical link between management and our Board. Before Ms. Mason became Chief Executive Officer in 2014,
the Nominating and Governance Committee nominated her to serve as an independent director. The Nominating and Governance Committee
believes that Ms. Mason brings nearly 35 years of senior executive experience in leadership and marketing from varied healthcare,
life sciences, diagnostic technology and medical device companies. The Nominating and Governance Committee believes Ms. Mason’s
experience and expertise in growing innovative, medical device businesses will help to add stockholder value. Also, her experience
as a director at Quidel has provided her with knowledge and familiarity with best practices in corporate governance.



Richard A. “Randy”
Meier

Director since June 2009

Chairman of the Nominating and
Governance Committee

Member of the Compensation Committee

Member of the Audit Committee

Age 55



Background.
Since March 2013, Mr. Meier has served as Executive Vice President, Chief Financial Officer of Owens &
Minor, Inc., a global provider of healthcare products and services. Mr. Meier has served as a director of BioMarin
Pharmaceutical Inc. since 2006, and is expected to serve as Lead Independent Director effective June 2015. Mr. Meier served as Executive Vice President and Chief
Financial Officer of Teleflex Incorporated, a global provider of medical devices, from January 2010 to March 2012. Prior to
that position he was President and Chief Operating Officer of Advanced Medical Optics (AMO), one of the largest
companies in the ophthalmic surgical sector, from February 2007 through April 2009, when it was acquired by Abbott
Laboratories. From April 2006 to February 2007, Mr. Meier was AMO’s Executive Vice President, Operations,
President, Global Eye Care, and Chief Financial Officer. From February 2004 to April 2006, he was AMO’s Executive Vice
President of Operations and Finance and Chief Financial Officer, and from April 2002 to February 2004, Mr. Meier was
Corporate Vice President and Chief Financial Officer. Prior to joining AMO, Mr. Meier was the Executive Vice President
and Chief Financial Officer of Valeant Pharmaceuticals, Inc., from October 1999 to April 2002, and Senior Vice
President & Treasurer from May 1998 to October 1999. Before joining Valeant, Mr. Meier was an executive with
the investment banking firm of Schroder & Co. Inc. in New York, from 1996 to 1998. Prior to
Mr. Meier’s experience at Schroder & Co., he held various financial and banking positions at Salomon
Smith Barney, Manufacturers Hanover Corporation, Australian Capital Equity, and Greyhound Lines, Inc. Mr. Meier is
a graduate of Princeton University with a B.A. in Economics.



Qualifications.
The Nominating and Governance Committee believes that Mr. Meier’s experience in the ophthalmic industry, including several
years at AMO, has provided key insights to the Board of Directors in areas such as marketing, strategic planning, mergers and acquisitions,
the FDA regulatory process, financial management, public company reporting, investor relations, and public finance. Mr. Meier
is the only member of the Board of Directors with significant investment banking experience.





2







John C. Moore

Director since January 2008

Member of the Quality and Regulatory
Committee

Member of the Audit Committee

Age 71



Background.
Since December 2012, Mr. Moore has served as Chairman of the Board of Directors of Optovue, Inc., an
ophthalmic medical device company. Since May 2014 Mr. Moore has also served as Chief Technical Officer of TearSolutions,
L.L.C., a Company focused on a natural replacement therapy for dry eyes. Between April 2005 and January 2007, Mr. Moore
served as Chief Executive Officer of Notal Vision, an Israel-based ophthalmic company that develops diagnostic solutions for
the early detection and monitoring of age-related macular degeneration (AMD). Mr. Moore served as the President
and Chief Executive Officer of Laser Diagnostic Technologies, a manufacturer of ophthalmic diagnostic laser devices used for
the early detection of glaucoma, from 2000 until 2004 when it was acquired by Carl Zeiss Meditec, Inc. Before
this, Mr. Moore was a vice president at Alcon Laboratories, one of the largest companies in the ophthalmic surgical
sector, where he was responsible for pursuing and executing strategic acquisitions and partnerships to broaden that
company’s product portfolio. Mr. Moore also spent more than 10 years in various roles at Carl
Zeiss, Inc., a multinational ophthalmic company with primary businesses in optics, medical, scientific and semiconductor
products. Mr. Moore received his B.S. in General Science from University of Rochester.



Qualifications.
Mr. Moore’s extensive experience in the ophthalmic and medical device industries encompasses both large, well established
companies and innovative start-ups. The Nominating and Governance Committee believes that Mr. Moore’s familiarity with
the technical side of the industry and the challenges faced by emerging technology companies has been an important resource for
the Board of Directors and has been especially valuable in guiding the management of research and development, strategic planning
and “right-sizing.” The Nominating and Governance Committee believes his familiarity with international operations
in the medical device industry will be especially important in light of STAAR’s global operations.



J. Steven Roush

Member of the Audit
Committee

Director since April
2015

Age 68



Background. Mr. Roush, CPA,
retired from PricewaterhouseCoopers in 2007 after 39 years, 30 of those as a Partner. During his career at
PricewaterhouseCoopers, Mr. Roush served as an office managing partner; a Securities and Exchange Commission Partner for over
20 years; and as a Risk Management Partner for five years in addition to his direct client responsibilities. Mr. Roush is
currently a member of the Board and Chairman of the Audit Committee for Summit Healthcare REIT, an organization with a
portfolio of 17 healthcare facilities.  Mr. Roush is also a member of the Board of Air Touch Communications and W.E.
Hall Company.  Mr. Roush was also Chairman of the Budget Review Committee, member of the Corporate Operations
Coordinating Committee and member for six years of the Audit Committee for the National American Heart Association. Based on
these experiences and his lengthy tenure as a partner at PricewaterhouseCoopers, Mr. Roush brings a combination of financial
regulatory and reporting agencies expertise.  Mr. Roush received his BS in Accounting from Drake University. He also
holds an advanced Professional Directors Certification from the American College of Corporate Directors.



Qualifications. Throughout his career as a partner at
PricewaterhouseCoopers, Mr. Roush has obtained experience and knowledge regarding a diverse number of industries, including the
ophthalmic, diagnostics and medical device industry from clients such as Advanced Medical Optics (AMO) and Edwards Lifesciences.
He also has experience with Securities and Exchange Commission regulatory matters, risk management and serving on, and working
with, boards of directors. The Nominating and Governance Committee believes that his vast accounting, audit committee and board
of directors’ experience will assist us in achieving our corporate goals.





3







Louis E. Silverman

Chairman of the Compensation Committee
Member of the Nominating and Governance Committee
Director since September 2014
Age 56



Background.
Since February 2014, Mr. Silverman has served as the Chairman and Chief Executive Officer of privately held Advanced
ICU Care, Inc. a health care services company providing tele-ICU monitoring services to hospitals. From June 2012
through February 2014, Mr. Silverman served as a consultant and Board advisor for private equity investors regarding health
care technology and health care services portfolio investments. From September 2009 through June 2012, Mr. Silverman was
Chief Executive Officer of Marina Medical Billing Services, Inc., a revenue cycle management company serving ER physicians nationally.
Previously, Mr. Silverman served as President and Chief Executive Officer of Qualcomm-backed health care start-up LifeComm.
From August 2000 through August 2008, Mr. Silverman also served as the President and Chief Executive Officer of Quality
Systems, Inc., a publically traded developer of medical and dental practice management and patient records software. From
1993 through 2000, he served as Chief Operating Officer of CorVel Corporation, a publicly traded national managed care
services/technology company. Mr. Silverman earned a B.A. from Amherst College and an M.B.A. from Harvard Business School.



Qualifications.
The Nominating and Governance Committee believes that Mr. Silverman brings to the Board of Directors senior executive experience
in leadership and corporate strategy from various healthcare technology companies.





Charles Slacik

Director since September 2012

Chairman of the Audit Committee

Member of the Quality and Regulatory
Committee

Age 61



Background.
Mr. Slacik served as the Senior Vice President and Chief Financial Officer of Beckman Coulter Inc. from October 2006
until June 2011 and has retired since then. Prior to joining Beckman Coulter, Mr. Slacik served as Executive Vice President
and Chief Financial Officer of Watson Pharmaceuticals Inc. from 2003 to 2006. From 1999 to 2003 he served as Senior Vice President
and Chief Financial Officer of C.R. Bard, Inc. Previously, Mr. Slacik held positions of growing responsibility for Wyeth
(formerly American Home Products Corporation) starting in 1982 in various financial and operating positions including Corporate
Controller, Executive Vice President of Whitehall-Robins Consumer Products, Sherwood-Davis & Geck Medical Device Group,
and American Cyanamid Agricultural Products Group. In his last Wyeth role, he served as Chief Operating Officer of the Solgar Division,
one of Wyeth’s acquired companies. Early in his career, he earned his Certified Public Accountant (CPA) license and worked
as a senior auditor for Arthur Andersen & Co. Mr. Slacik
received his B.S. in Accounting and Finance from the University of Connecticut. Since May 2011, Mr. Slacik has served as a
Director of the Board and currently serves as Chairman of the Compensation Committee at Sequenom, Inc.



Qualifications.
The Nominating and Governance Committee believes that Mr. Slacik brings senior executive experience in finance, administration
and operations from varied healthcare, pharmaceuticals, medical devices and consumer products companies. His experience with implementing
and overseeing financial controls and procedures, as well as his experience with ensuring the professionalism and integrity of
a public company’s financial department, are valuable to the Board of Directors. The Nominating and Governance Committee
believes that his depth of experience in accounting and auditing, which includes experience as a CPA and Chief Financial Officer
will help contribute to stockholder value.



Executive Officers



Hans-Martin Blickensdoerfer

President, International Commercial
Operations

Age 50





4







Mr. Blickensdoerfer,
who joined STAAR in January 2005, has over 15 years’ experience in the ophthalmic device industry. Initially, he served
as STAAR’s Vice President, International Marketing, then from 2011-2015 he served as President, Europe, Middle East, Africa
and Latin America. Prior to joining STAAR, Mr. Blickensdoerfer served from January 2003 through December 2004 as Vice President
of Sales and Marketing for Milvella Ltd., an Australia-based medical device maker, where his duties included both regional
and worldwide business planning, product launches and management of European clinical studies. He worked from 2000 through 2002
for Novartis-CIBA Vision, an ophthalmic surgical company, as the Commercial Director for Europe, the Middle East and Africa. Between
1997 and early 2000 he worked for the Ophthalmic Surgical Division of Bausch & Lomb, Inc. as its Area Sales Manager
for Central and Eastern Europe. Prior to that time he worked in sales and product management positions in the Ophthalmic Surgical
Division of Chiron Vision and at Chiron Adatomed GmbH. Mr. Blickensdoerfer received his diploma in Marketing and International
Management from the University of Mannheim in Germany. He is based in our Nidau, Switzerland facility.



Stephen P. Brown

Vice President and Chief Financial
Officer

Age 55



Mr. Brown joined
STAAR in September 2013, from Bausch & Lomb Surgical, where he served as Vice President, Global Finance from 2008 through
2013. Prior to joining Bausch & Lomb, Mr. Brown was Chief Financial Officer of Hoya Surgical Optics and he served
in various capacities over a 13 year period with Johnson & Johnson including Chief Financial Officer of Advanced
Sterilization Products division. His 30-year business career also includes the founding of Degree Baby Products, a privately held
company that was sold after six years of operations to Johnson & Johnson. Mr. Brown earned a B.A. in Business Administration
from California State University, Fullerton and holds a M.B.A. from UCLA Anderson School of Management.



James Francese

Vice President, Global Marketing

Age 50



Mr. Francese has
22 years of experience in ophthalmology, including 14 years marketing surgical products with Abbott Medical Optics (AMO),
formerly Advanced Medical Optics and Allergan. During his time at AMO from 1990 to 2012, Mr. Francese held several positions
of executive level responsibilities, including Head of Marketing, Americas for all surgical, refractive and corneal products, Head
of Global Corneal Marketing responsible for all consumer products, and V.P. of Asia Pacific Region where he had full financial
responsibility for cataract and refractive product lines during his tenure. He received his B.S. from Cornell University, M.S.
from the University of Washington and M.B.A. from the University of Southern California.



Samuel Gesten

Vice President, Business Development,
General Counsel and Corporate Secretary

Age 53



Mr. Gesten has
served as Vice President, General Counsel and Secretary since April 2012, and Vice President of Business Development since May
2014. From 2009 through 2011, he served as Executive Vice President, General Counsel and as a member of the Executive Committee
of Allergan, Inc. Prior to that, he spent 11 years at Thermo Fisher Scientific Inc. in a variety of positions, including
General Counsel and Assistant Secretary of the Laboratory Products Group and Vice President, Deputy General Counsel. Prior to his
work at Thermo Fisher, Mr. Gesten spent 11 years practicing law. He holds a B.A. in Economics from Brandeis University
and a J.D. from Boston University.



Other Key Senior Management



Deborah Andrews

Vice President and Chief Accounting
Officer

Age 57



Ms. Andrews has
served as Chief Accounting Officer since September 2013 and prior to that, from August 2005 to September 2013 she served as STAAR’s
Vice President, Chief Financial Officer. She has been employed by STAAR since 1995, serving as Principal Financial Officer from
April 2005 to August 2005, Global Controller from 2001 to 2005, Vice President, Finance, of STAAR Surgical AG (Switzerland) from
1999 to 2001, and Assistant Controller from 1995 to 1999. She previously served as an internal auditor for Bourns, Inc., a
maker of electronic components, from 1994 to 1995, and an auditor for KPMG Peat Marwick from 1991 to 1994. Since April 2014 she
has served on the Board of Directors and Audit and Compensation Committees of BioTime, Inc., a publicly held biotechnology
company focused on the emerging field of regenerative medicine. Ms. Andrews earned her B.S. in Accounting from California
State University, San Bernardino.





5







Donald Fagen

Vice President, North American
Sales

Age 61



Mr. Fagen joined
STAAR in January 2010. Prior to joining STAAR Mr. Fagen had 21 years of experience in sales and marketing of ophthalmic
devices. From March 2008 through January 2009, Mr. Fagen served as President for Syneron Medical Ltd, North America,
a maker of lasers used in aesthetic medical procedures. Mr. Fagen served as Vice President of Sales and Marketing for VISX Inc.,
a leading maker of lasers used in customized LASIK refractive surgery, from January 2001 through May 2005, when VISX was acquired
by AMO. Following the acquisition, he continued to serve as Vice President of Sales and Marketing for VISX as a unit of AMO through
March of 2008. Among Mr. Fagen’s earlier experience, he served as National Sales Manager for Cooper Vision in their
ophthalmic surgical division and for Alcon after its acquisition of Cooper Vision, where his employment extended from 1983 through
1997. He also served as a lieutenant in the U.S. Marine Corps from 1976 to 1980. Mr. Fagen earned his B.S. in Education and
History from Texas State University in 1976. He has received additional training at the Graduate School of Business at Stanford
and Columbia University and the Graduate School of Management at UCLA.



William Goodmen

Vice President, Global Human
Resources

Age 60



Mr. Goodmen joined
STAAR in August 2010. Prior to joining STAAR, he served as Vice President, Business Development for Neovia Integrated Insurance
Services, a healthcare brokerage firm, from 2009 to 2010. His prior experience also includes seven years at THQ, Inc., a developer
of interactive entertainment software where he served as Executive Vice President of Human Resources and Administration from 2002
to 2009. During this time period, he was responsible for all Human Resources and general administrative functions worldwide. Additional
experience includes senior management positions in Human Resources at Liberty Livewire and in executive search with Spencer Stuart.
He began his human resources career at Atlantic Richfield Co., a Fortune 500 energy company, where he spent 18 years.
Mr. Goodmen earned a B.A. from Colgate University and a M.S. from Syracuse University.



Paul Hambrick

Vice President, IOL Manufacturing

Age 52



Mr. Hambrick has
served as Vice President, IOL Manufacturing since July 2014 and before that served as Vice President of Operations from February
2006. He has over 30 years of operations experience in the medical industry and 25 years’ experience in the manufacturing
of ophthalmic surgical products. From late 2005 through February 2006 he served as Divisional Manager of Engineering at Bio-Rad
Laboratories, a manufacturer of products for life science research and clinical diagnostics. From 2001 through 2005 Mr. Hambrick
served as General Manager and Vice President of Operations at MAS, a Fisher Scientific Company, managing the production of in-vitro
diagnostic products. From 1998 to 2001 he was Director of Manufacturing at Biosense Webster, a Johnson & Johnson company,
where he oversaw production of electrophysiology catheters. Prior to joining Biosense Webster, Mr. Hambrick was Director of
Manufacturing at Chiron Vision, an ophthalmic surgical company with various product line responsibilities including manufacturing
of intraocular lenses, phacoemulsification systems and keratome blades. Mr. Hambrick earned his B.S. in Business Administration
from the University of La Verne in La Verne, California. He has extensive training in Total Quality Management and Lean Manufacturing.



Denise McEachern

Global Head of Regulatory
Affairs and Quality Assurance

Age 56



Ms. McEachern has served
as Global Head of Regulatory Affairs and Quality Assurance since December 2014. Previously, she served as Vice President Global
Regulatory Affairs at Bausch & Lomb, Inc. from 2008 through 2013. Before that, she served in a variety of Regulatory Affairs
and Quality Assurance senior management roles at Vistakon and LifeScan, Inc., Johnson and Johnson subsidiaries, from 1992 through
2008. McEachern is RAC certified, and was inducted as a Fellow in the Regulatory Affairs Professional Society in 2013. She earned
an Executive Juris Doctor from Concord Law School in 2011, and received a B.S. in Biology with a minor in Chemistry from Washington
College in 1980.



John Santos

Vice President, Global Quality
Assurance

Age 59



Mr. Santos has
served as our Vice President, Quality Assurance, Regulatory and Clinical Affairs since November 2008. Mr. Santos, who joined
STAAR in October 1992, has over 20 years’ experience in the ophthalmic device industry. Prior to his current post he
was STAAR’s Vice President of Corporate Planning and Development from August 2001 until November 2008. Prior to that he served
as Vice President Finance and Chief Financial Officer from May 2000 to August 2001, as Vice President Controller from March 1999
to May 2000, and as Controller from October 1992 to March 1999. Prior to his employment at STAAR he worked for Calmar, Inc.
in accounting and finance positions. He received his B.S. in Business Administration from California State University Fullerton
and his M.B.A from Pepperdine University.



Philippe Subrin

Vice President, ICL Manufacturing

Age 51



Mr. Subrin joined
STAAR Surgical AG, our subsidiary in Nidau, Switzerland in January 2002 and served as Vice President, Switzerland Operations.
He moved to the Monrovia facility in July 2014 and is responsible for ICL Manufacturing. Previously, he has held senior manufacturing
positions at Bausch & Lomb, one of the largest surgical ophthalmic companies, and Domilens in France. In 1995, he was
Manufacturing Manager at Bausch & Lomb in Lyons, France and responsible for the company’s intraocular lens (IOL)
manufacturing line. While working at Bausch & Lomb in Florida, Philippe focused on process improvements and development
for their 3-piece silicone IOL. Mr. Subrin earned a degree in Optometry from the University of Morez in France and also a
degree in Engineering and Operational Management from the University of Lyon in Lyon, France.



Code of Business Conduct and Ethics



STAAR has adopted a
Code of Business Conduct and Ethics applicable to the principal executive officer and senior financial executives, including the
chief financial officer and the controller of STAAR, as well as all employees and directors of STAAR. The Code of Business Conduct
and Ethics, is published on our website, at www.staar.com, under “Investor Information—Corporate Governance.”
We intend to disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct and Ethics applicable
to senior executives on our website.





6







Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a)
of the Exchange Act, and the SEC’s rules thereunder, require our directors, executive officers and persons who own more than
10% of our Common Stock to file reports of ownership and changes in ownership of our Common Stock with the SEC and to furnish to
us copies of all reports hey file. The SEC has established specific dates for these reports and requires STAAR to report in this
Proxy Statement any failure by these persons to file or failure to file on a timely basis.



To our knowledge, based
solely on a review of the copies of such reports received or written representatives from the reporting persons, we believe that
during our 2014 fiscal year our directors, executive officers and persons who beneficially own more that 10% of our Common Stock
complied with all Sections of 16(a) filing requirements except for a Statement of Beneficial Ownership of Securities on Form 4
filed by Robin Hughes on March 4, 2015 reporting a sale transaction, which was not made on a timely basis.



Compensation
Committee Interlocks and Insider Participation



Mark Logan,
Richard Meier, John Moore, Kathryn Tunstall and Louis Silverman each served on the Compensation Committee at some point
in 2014. There were no Compensation Committee interlocks or insider (employee) participation during 2014.



Audit Committee



The principal purpose
of the Audit Committee is to oversee (i) the quality and integrity of STAAR’s financial statements, (ii) the qualifications
and independence of STAAR’s independent registered public accounting firm, and (iii) the performance of STAAR’s
independent registered public accounting firm.



The current members
of the Audit Committee are Charles Slacik, who serves as chair, Richard Meier, John Moore and J. Steven Roush. Each member of the
Audit Committee is “independent” as that term is defined under the Audit Committee rules of the SEC and the Listing
Rules of the NASDAQ Stock Market. STAAR has determined that Messrs. Slacik, Meier, Moore, and Roush each qualify as an “audit
committee financial expert” under the rules of the SEC. During fiscal 2014, the Audit Committee held six meetings.



Item 11. Executive Compensation



Compensation Discussion and Analysis

General



The following Compensation
Discussion and Analysis describes the material elements of compensation for the named executive officers identified in the summary
compensation tables and related disclosures below. The Compensation Committee of the Board of Directors, to which we refer in this
discussion as the “Committee,” makes recommendations to the Board of Directors for the total direct compensation—including,
the base salary, annual bonus, long-term equity compensation and perquisites—of our executive officers, including the named
executive officers. The Board of Directors then acts on the recommendation of the Committee. Both the Board of Directors and the
Committee exercise independent discretion in making judgments regarding executive compensation.



Compensation Program Objectives and Rewards



Compensation
Philosophy. We design our compensation programs to promote a high-performance culture that attracts, motivates
and retains the key talent necessary to optimize stockholder value in a competitive environment. Our market-driven
compensation program is designed to motivate and reward our executives for meeting or exceeding corporate financial and
non-financial goals, and individual contributions towards the same. In the Committee’s deliberations, management other
than the CEO, is involved only to the extent of providing performance information and recommendations. When the Board of
Directors makes its final determinations of compensation, the Chief Executive Officer has no participation in the
determination of her own compensation, but joins with the full Board of Directors in the determination of compensation of
other executive officers.





7







The Committee periodically
reviews the Radford Global Life Sciences Survey as well as benchmark data regarding our peer group. This data is one used to assess
the general competitiveness of our compensation program, and to assist the Committee in making compensation decisions.



Beginning in the fall
of 2013 the Committee retained Radford, a third party consulting firm, as their compensation consultants. The Committee received
advice and analysis from Radford regarding our compensation practices and programs, and also provided advice and analysis to assure
consistency with our compensation philosophy and our industry generally. In 2014, the Compensation Committee consulted with Radford
regarding compensation for the Chief Executive Officer and certain senior executives.



In 2013,
Radford reviewed our peer group and based upon criteria including industry focus (medical device companies), competitiveness,
revenue (from $20 million to $300 million) and market capitalization ($120 million to $1.9 billion) they recommended that
STAAR remove Integra Lifesciences Corporation, Iridex Corporation, LCA Vision, Inc. and Palomar Medical Technologies from our
peer group. The 2014 peer group which was recommended by Radford and the Compensation Committee and approved by the Board of
Directors consisted of the following companies:



|Angio Dynamics               | Merit Medical Systems, Inc.  
|---------------------------- | -----------------------------
|Anika Therapeutics           | Solta Medical, Inc.          
|Atricure, Inc.               | Synergetics, USA Inc.        
|Cardiovascular Systems, Inc. | Syneron Medical, Ltd.        
|Cryolife, Inc.               | The Spectranetics Corporation
|Cutera, Inc.                 | Vascular Solutions, Inc.     
|Cynosure, Inc.               | Volcano Corporation          
|Endologix, Inc.              |                              



During 2014 Solta Medical
Group and Volcano Corp were acquired and subsequently were dropped from the peer group.



Elements of Compensation



The elements of compensation
that may be paid to our executive officers include base salary, annual incentive cash bonuses, and equity compensation. All components
of each named executive officers compensation are annually reviewed in relationship to benchmark data provided by Radford, compared
to our other executive officers, and performance.



Base Salaries.
We generally establish base salaries at a level necessary to attract and retain the talent we need to achieve our plans. The Board
of Directors generally reviews base salaries in the first quarter of each year and approves any changes based on market data (as
noted above), its subjective assessment of the executive’s scope of responsibility, level of experience, individual performance,
and past and potential contribution to our business. The Committee’s objective is to target base salaries at the 50th
percentile of our peer companies. In 2013, Radford provided our Committee with an analysis of data from our peer companies and
additional medical industry data to review salary ranges for our named executive officers. The Committee reviewed and discussed
this data in establishing 2014 salaries. For 2014, named executive officer salaries increased between 1-5%, except Mr. Hughes’
salary increased 12% based on market data. Generally, the base salaries for the named executive officers were at or around the
50th percentile of our peer companies.



Annual Incentive
Cash Bonuses. A substantial element of each named executive officer’s compensation is contingent upon achieving corporate
objectives. The Board of Directors has exclusive discretion, acting on the recommendation of the Committee, to award bonuses to
our executives, including the named executive officers, as an incentive for employee productivity and effectiveness over the course
of each fiscal year in achieving those corporate objectives.





8







Since fiscal year
2011 the Committee and the Board of Directors have approved an Incentive Bonus Plan for both executive and non-executive
management that funds predominantly based on STAAR having met or surpassed financial metrics established by the Board of
Directors at the beginning of each fiscal year. The Committee establishes minimum financial objectives of net revenue and net
income that the company must reach in order to start funding the bonus pool. As company performance increases over the
predetermined minimum thresholds additional dollars are added to the bonus pool. After the committee determines the extent to
which the bonus pool is funded, based upon the relative achievement of the pre-established financial objectives, the
determination of individual bonus awards is based upon each executive’s performance relative to their respective
performance goals.



Each of our current
named executive officers has an established annual bonus target, as do the other key managers. The Committee determines these targets
based on any pre-existing contractual commitments and through discussion regarding the executives’ levels of salary and responsibility,
equity among peer level officers and benchmark data.



The named executive
officer’s target bonus opportunity for 2014 is provided in the table below.





|Named Executive Officer |  | Base Salary |         |  | Target Bonus Payment |   |         | Target Bonus Percentage | 
|----------------------- |  | ----------- | ------- |  | -------------------- | - | ------- | ----------------------- | 
|Barry Caldwell          |  | $           | 512,000 |  |                      | $ | 384,000 |                         | 
|Stephen Brown           |  | $           | 305,000 |  |                      | $ | 122,000 |                         | 
|James Francese          |  | $           | 268,000 |  |                      | $ | 107,200 |                         | 
|Samuel Gesten           |  | $           | 323,000 |  |                      | $ | 145,350 |                         | 
|Robin Hughes            |  | $           | 325,000 |  |                      | $ | 130,000 |                         | 



In the first quarter
of each year, our management, in consultation with the Board of Directors, establishes individual objectives for each executive
(MBOs). The objectives typically relate to current year financial goals and milestones for projects or non-financial goals. If
there is more than one objective for an executive, they may be weighted with the sum of the weights totaling 100%.



The Committee makes
the performance evaluation regarding the Chief Executive Officer, and in the case of other executives, the Committee reviews performance
evaluations relative to their MBOs prepared by the Chief Executive Officer. Each executive’s performance relative to their
MBOs provides guidance to the Committee, which retains significant discretion in deciding what portion, if any, of the targeted
bonus amount will be recommended to the Board of Directors to be awarded. The Committee also has the discretion to recommend compensation
in excess of target amounts to the Board of Directors in cases of extraordinary performance, especially if that performance relates
to new challenges or opportunities not originally identified in the MBO process. The company-wide performance, the individual’s
performance and the bonus target is then used as a guideline for each officer’s bonus determination. Management may make
further recommendations, and the Committee then weighs both objective and subjective standards in following or departing from the
guideline bonus amount. Finally, the Board of Directors exercises its own independent discretion in approving bonus determinations
based on those recommendations.



Long-Term Equity
Compensation. The Committee believes that long-term equity incentive awards serve to align the interests of the executive officers
with the interests of our stockholders. Long-term equity incentive awards may be granted in the form of either stock options, restricted
shares or other types of equity. In determining the size of equity grants to our executive officers, the Committee considers the
peer group information, individual performance and level of responsibility in the company, and recommendations of the Chief Executive
Officer regarding executive officers. The Committee decides on the allocation among the different forms of equity compensation
consistent with the strategy of providing executives with a balanced portfolio of equity vehicles.



Stock options.
Stock options become valuable if the price of our common stock rises after we grant the options. The Committee sets the exercise
price of a stock option on the date of grant at fair market value, which is the closing price of our common stock on the NASDAQ
Stock Market on that date. Under the 2003 Omnibus Plan, STAAR may not grant stock options having an exercise price below fair market
value of our common stock on the date of grant. STAAR does not grant stock options with a so-called “reload” feature.
To encourage retention by providing a long-term incentive, the ability to exercise an option vests over a period of years, normally
three years.





9







Restricted shares/Restricted
stock units. Restricted shares and restricted stock units are shares of common stock that STAAR grants or promises to grant
subject to restrictions on sale or transfer for a specified period of time. For time-vesting awards, restricted shares are forfeited
back to STAAR if the grantee’s service to STAAR terminates before the end of the vesting period. Vesting of restricted shares
and restricted stock units occurs when the restricted period ends and the grantee obtains full rights of ownership over the shares.
Time-vesting restricted stock and restricted stock units provides a long-term incentive by aligning the grantee’s interests
with those of the stockholders and encourages retention through the risk of forfeiture if the grantee ceases working for us during
the restricted period.



Beginning in 2012,
we have also granted performance-contingent restricted stock unit awards, which do not vest unless pre-established performance
goals are achieved. Performance-contingent restricted stock units encourage achievement of specific goals that the Board of Directors
has determined are in the best interest of stockholders.



Performance Accelerated
Restricted Shares. Beginning in 2011 STAAR has issued performance accelerated restricted shares (PARS) to its executive officers.
PARS are restricted shares as described above, but with a relatively long vesting period and a provision that, if we meet or exceed
predetermined performance metrics set by the Board of Directors, a portion of the shares will vest early. For example, the PARS
granted to date fully vest three years from the date of grant, but vesting of up to one third of the grant may be accelerated annually
if we exceed the pre-established operating metrics. STAAR believes that PARS are a useful tool because they reward not only retention
but the achievement of specific goals that the Board of Directors has determined are in the best interest of stockholders.



2014 Bonus and Equity Determination



As described above,
our bonus pool is funded based upon how well we perform against pre-established corporate objectives. For 2014, these corporate
objectives were a combination of year-over-year revenue growth, net income growth and execution of certain operating projects.
The minimum thresholds to begin funding the bonus pool were achievement of $72 million in net revenue and positive net income.
The funding of the bonus pool would increase as our financial performance increased above previous year revenue and net income,
so that upon reaching predetermined annual targets of $82 million in net revenue and $5.7 million in net income in constant
currency, the pool would be funded at 100% of the target bonus amounts.



In
2014, we did not achieve our corporate objectives regarding revenue (goal of 8% to 10% increase), ICL growth (goal of 20% increase),
gross margin improvement (65.1% target), full-year profitability, or manufacturing consolidation without disruption.As
discussed above, a significant percentage of our named executive officers’ annual compensation is “at risk” and
tied to performance. Following the end of the 2014 fiscal year, the Committee and the Chief Executive Officer evaluated our disappointing
performance relative to the corporate objectives. As of result of our performance in 2014, no bonuses were earned by our named
executive officers under our 2014 annual incentive cash bonus plan:



|Named Executive Officer                                                                                                                                                                                                                                                                                        |  | Base Salary |         |  | Bonus Payment |   |   | Bonus Percentage | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- |  | ------------- | - | - | ---------------- | 
|Barry Caldwell                                                                                                                                                                                                                                                                                                 |  | $           | 512,000 |  |               | $ | 0 |                  | 
|Stephen Brown                                                                                                                                                                                                                                                                                                  |  | $           | 305,000 |  |               | $ | 0 |                  | 
|James Francese                                                                                                                                                                                                                                                                                                 |  | $           | 268,000 |  |               | $ | 0 |                  | 
|Samuel Gesten*                                                                                                                                                                                                                                                                                                 |  | $           | 323,000 |  |               | $ | 0 |                  | 
|Robin Hughes*                                                                                                                                                                                                                                                                                                  |  | $           | 325,000 |  |               | $ | 0 |                  | 
|                                                                                                                                                                                                                                                                                                               |  |             |         |  |               |   |   |                  | 
|* One-time
    Discretionary Bonuses. In June 2014, Messrs. Hughes and Gesten received a discretionary bonus approved by the Board of
    $30,000 and $15,000, respectively, for their contributions to the preparation and presentation of STAAR’s Toric ICL
    PMA Supplement to an FDA Advisory Committee.





10







In addition, as a result of the 2014 financial
performance:



| | · | The 2014 performance-contingent restricted stock units
were forfeited;
| | - | ----------------------------------------------------------------------



| | · | Stock options granted in 2014 were underwater as of fiscal
year end; and
| | - | ------------------------------------------------------------------------



| | · | The value of the time-vesting restricted stock units granted to our named executive officers in 2014 declined 42%, based on
the value of the restricted stock units at the grant date compared to such value as of fiscal year end.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Effective March 1, 2015, Mr. Caldwell retired
as President and Chief Executive Officer, and Ms. Caren Mason, one of our independent directors, was appointed President and Chief
Executive Officer on March 3, 2015. We entered into a Separation Agreement with Mr. Caldwell which is described in the section
“Employment Agreements” below.



Long-term Equity
Awards to Named Executive Officers in 2014. On March 7, 2014 the Committee recommended to the Board of Directors that
it grant long-term equity compensation to the named executive officers, consistent with the Company’s Compensation Philosophy,
in the form of stock option grants, restricted stock units (RSU) and performance contingent RSU’s which the Board of Directors
approved, as follows:



Long-Term Equity Compensation



|Name and Title                                          |  | Stock Options (LTIP) (1) |        |  | Restricted Stock Units (LTIP) (2) |  |        | Restricted Stock Units (Performance Contingent) (3) | 
|------------------------------------------------------- |  | ------------------------ | ------ |  | --------------------------------- |  | ------ | --------------------------------------------------- | 
|Barry Caldwell                                          |  |                          | 36,000 |  |                                   |  | 17,000 |                                                     | 
|Former President and CEO(4)                             |  |                          | 26,500 |  |                                   |  | 13,000 |                                                     | 
|Stephen Brown                                           |  |                          | 15,000 |  |                                   |  | 7,000  |                                                     | 
|Vice President, Chief Financial Officer                 |  |                          |        |  |                                   |  |        |                                                     | 
|James Francese                                          |  |                          | 15,000 |  |                                   |  | 7,000  |                                                     | 
|Vice President, Global Marketing                        |  |                          |        |  |                                   |  |        |                                                     | 
|Samuel Gesten                                           |  |                          | 12,500 |  |                                   |  | 5,500  |                                                     | 
|Vice President, General Counsel and Corporate Secretary |  |                          |        |  |                                   |  |        |                                                     | 
|Robin Hughes                                            |  |                          | 15,000 |  |                                   |  | 7,000  |                                                     | 
|Vice President, Research and Development, and Clinical  |  |                          |        |  |                                   |  |        |                                                     | 



____________________

| | (1) | The stock options have a 10-year term and a three-year vesting schedule, with one third vesting
on the first three yearly anniversaries of grant. The exercise price is $15.54, which was the closing price on the NASDAQ Stock
Market on the date of grant.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Restricted Stock Units (RSU), subject to forfeiture and vest 50% on March 7, 2016 and 50%
on March 7, 2017.
| | --- | -----------------------------------------------------------------------------------------------------------



| | (3) | Restricted Stock Units (RSU), subject to forfeiture and vesting in a single installment, are contingent
upon reaching the 2014 individual performance goals, and operational metric ($85 million revenue). Based upon financial performance,
these RSU’s were forfeited.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | On June 9, 2014, the Board of Directors awarded the Chief Executive Officer additional stock options
and restricted stock units. The stock options have a 10-year term and a three-year vesting schedule, with one third vesting on
the first three yearly anniversaries of grant. The exercise price is $15.73, which was the closing price on the NASDAQ Stock Market
on the date of grant.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





11







Compensation Committee Report



The Compensation Committee
has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on its review and discussions
with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis
be included in STAAR’s Proxy Statement for 2015 and into its 2014 Annual Report on Form 10-K/A.



The Compensation Committee

Louis Silverman (Chairman)

Richard Meier

Mark Logan



April 30, 2015



Summary Compensation



The following table
summarizes the compensation of the named executive officers for each of the three fiscal years ending January 2, 2015. By
providing the Grant Date Fair Value of stock and option awards in the table STAAR does not imply any assurance that such values
will ever be realized. The named executive officers are the Chief Executive Officer, Chief Financial Officer and our three other
most highly compensated executive officers as of the end of the last fiscal year:





|Name and Title                  |  | Year |  | Salary ($) |         |  | Bonus ($)(3) |  |         | Option Awards ($)(1) |  |  | Stock & Stock Unit Awards ($)(1) |  |  | All Other Compensation ($)(2) |         |  | Total ($) | 
|------------------------------- |  | ---- |  | ---------- | ------- |  | ------------ |  | ------- | -------------------- |  |  | -------------------------------- |  |  | ----------------------------- | ------- |  | --------- | 
|Barry Caldwell                  |  | 2014 |  |            | 516,346 |  |              |  | —       |                      |  |  | 1,076,245                        |  |  |                               | 919,330 |  |           | 
|Former President and Chief      |  | 2013 |  |            | 498,277 |  |              |  | 140,000 |                      |  |  | 117,225                          |  |  |                               | 239,850 |  |           | 
|Executive Officer               |  | 2012 |  |            | 458,392 |  |              |  | —       |                      |  |  | 283,568                          |  |  |                               | 164,850 |  |           | 
|Stephen Brown                   |  | 2014 |  |            | 303,846 |  |              |  | —       |                      |  |  | 233,100                          |  |  |                               | 264,180 |  |           | 
|Vice President and Chief        |  | 2013 |  |            | 92,046  |  |              |  | 30,000  |                      |  |  | 277,210                          |  |  |                               | —       |  |           | 
|Financial Officer               |  | 2012 |  |            | —       |  |              |  | —       |                      |  |  | —                                |  |  |                               | —       |  |           | 
|James Francese                  |  | 2014 |  |            | 266,154 |  |              |  | —       |                      |  |  | 233,100                          |  |  |                               | 295,260 |  |           | 
|Vice President, Global          |  | 2013 |  |            | 269,600 |  |              |  | 55,000  |                      |  |  | 58,612                           |  |  |                               | 103,935 |  |           | 
|Marketing                       |  | 2012 |  |            | 74,869  |  |              |  | 25,000  |                      |  |  | 216,830                          |  |  |                               | —       |  |           | 
|Samuel Gesten                   |  | 2014 |  |            | 321,154 |  |              |  | 15,000  |                      |  |  | 194,250                          |  |  |                               | 240,870 |  |           | 
|Vice President, General         |  | 2013 |  |            | 322,357 |  |              |  | 55,000  |                      |  |  | 58,612                           |  |  |                               | 66,625  |  |           | 
|Counsel and Corporate Secretary |  | 2012 |  |            | 212,878 |  |              |  | 50,000  |                      |  |  | 498,519                          |  |  |                               | 82,575  |  |           | 
|Robin Hughes                    |  | 2014 |  |            | 316,923 |  |              |  | 30,000  |                      |  |  | 233,100                          |  |  |                               | 295,260 |  |           | 
|Vice President, Research and    |  | 2013 |  |            | 296,665 |  |              |  | 70,000  |                      |  |  | 58,612                           |  |  |                               | 79,950  |  |           | 
|Development and Clinical        |  | 2012 |  |            | 267,806 |  |              |  | 40,000  |                      |  |  | 141,784                          |  |  |                               | 82,425  |  |           | 



---

| | (1) | Dollar amounts in the Stock Awards and Option Awards columns reflect the aggregate grant date fair
value with respect to stock awards and options granted during fiscal years 2014, 2013 and 2012 calculated in accordance with FASB
ASC Topic 718. Assumptions used in the calculation of these amounts for fiscal years 2014 are included in Note 11 to STAAR’s
audited consolidated financial statements for the fiscal year ended January 2, 2015, included in STAAR’s Annual Report
on Form 10-K. With respect to the restricted stock unit awards which were subject to a performance condition, the grant date
fair value is calculated based on the probable outcome of the performance condition, which also represents the aggregate maximum
value assuming achievement of the performance condition.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | None of our named executive officer received perquisites and personal benefits exceeding $10,000
in the aggregate for 2014. Each element of All Other Compensation is quantified in the subsequent table below.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | On June 9, 2014, bonuses were awarded to key employees who led the Company’s efforts that
resulted in favorable FDA Advisory Committee panel votes for the Toric ICL PMA Supplement at the meeting on March 14, 2014.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





12







The following
table summarizes the elements of “All Other Compensation” listed in the table above for 2014.





|Name           |  | Insurance Premiums ($) |        |  | Company Contributions to Retirement and 401(k) Plans ($) |  |        | Total ($) | 
|-------------- |  | ---------------------- | ------ |  | -------------------------------------------------------- |  | ------ | --------- | 
|Barry Caldwell |  |                        | 22,978 |  |                                                          |  | 7,514  |           | 
|Stephen Brown  |  |                        | 15,218 |  |                                                          |  | 14,627 |           | 
|James Francese |  |                        | 11,133 |  |                                                          |  | 10,015 |           | 
|Samuel Gesten  |  |                        | 12,400 |  |                                                          |  | 5,533  |           | 
|Robin Hughes   |  |                        | 14,376 |  |                                                          |  | 14,699 |           | 



The following table
provides information on stock and option awards granted in 2014 to each of STAAR’s named executive officers, and estimated
future payouts for non-equity incentive plan awards under STAAR’s executive cash bonus plan. By providing the Grant Date
Fair Value of stock and option awards in the table STAAR does not imply any assurance that such values will ever be realized.













|                              |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  | Estimated  |  |  |  |          |  |  |  | All      |  |  |  |           |  |  |  | Grant   | 
|----------------------------- |  | ---------- |  |  | ---------------- |  |  |  | --------- |  |  |  | ------- |  |  |  | ---------- |  |  |  | -------- |  |  |  | -------- |  |  |  | --------- |  |  |  | ------- | 
|                              |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  | Future     |  |  |  |          |  |  |  | Other    |  |  |  |           |  |  |  | Date    | 
|                              |  |            |  |  | Estimated Future |  |  |  | Payouts   |  |  |  | All     |  |  |  | Option     |  |  |  |          |  |  |  | Fair     | 
|                              |  |            |  |  | Payouts Under    |  |  |  | Under     |  |  |  | Other   |  |  |  | Awards:    |  |  |  | Exercise |  |  |  | Value of | 
|                              |  |            |  |  | Non-Equity       |  |  |  | Equity    |  |  |  | Stock   |  |  |  | Number of  |  |  |  | or Base  |  |  |  | Stock    | 
|                              |  |            |  |  | Incentive Plan   |  |  |  | Incentive |  |  |  | Awards: |  |  |  | Securities |  |  |  | Price of |  |  |  | and      | 
|Name and                      |  |            |  |  | Awards(1)        |  |  |  | Plan      |  |  |  | Number  |  |  |  | Underlying |  |  |  | Option   |  |  |  | Option   | 
|Principal                     |  | Grant      |  |  | Threshold        |  |  |  | Target    |  |  |  | Maximum |  |  |  | Awards     |  |  |  | of Units |  |  |  | Options  |  |  |  | Awards    |  |  |  | Awards  | 
|Position                      |  | Date       |  |  | ($)              |  |  |  | ($)       |  |  |  | ($)     |  |  |  | (#)        |  |  |  | (2)(#)   |  |  |  | (#)      |  |  |  | ($/Share) |  |  |  | (3) ($) | 
|Barry                         |  | 03/07/2014 |  |  | 0                |  |  |  | 384,000   |  |  |  | 921,600 |  |  |  | 29,000     |  |  |  | —        |  |  |  | —        |  |  |  | —         |  |  |  | 450,660 | 
|Caldwell                      |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | 17,000   |  |  |  | —        |  |  |  | 15.54     |  |  |  | 264,180 | 
|Former                        |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  |          |  |  |  | 36,000   |  |  |  | —         |  |  |  | 559,440 | 
|President,                    |  | 06/09/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | 13,000   |  |  |  | —        |  |  |  | —         |  |  |  | 204,490 | 
|Chief                         |  | 06/09/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | —        |  |  |  | 26,500   |  |  |  | 15.73     |  |  |  | 416.845 | 
|Executive Officer             |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|                              |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|Stephen                       |  | 03/07/2014 |  |  | 0                |  |  |  | 122,000   |  |  |  | 292,800 |  |  |  | 10,000     |  |  |  | —        |  |  |  | —        |  |  |  | —         |  |  |  | 155,400 | 
|Brown                         |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | 7,000    |  |  |  | —        |  |  |  | —         |  |  |  | 108,780 | 
|Vice                          |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | —        |  |  |  | 15,000   |  |  |  | 15.54     |  |  |  | 233,100 | 
|President,                    |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|Chief                         |  |            |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | —        |  |  |  | —        |  |  |  | —         |  |  |  | —       | 
|Financial Officer             |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|                              |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|James                         |  | 03/07/2014 |  |  | 0                |  |  |  | 107,200   |  |  |  | 257,280 |  |  |  | 12,000     |  |  |  | —        |  |  |  | —        |  |  |  | —         |  |  |  | 186,480 | 
|Francese                      |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | 7,000    |  |  |  | —        |  |  |  | —         |  |  |  | 108,780 | 
|Vice                          |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | —        |  |  |  | 15,000   |  |  |  | 15.54     |  |  |  | 233,100 | 
|President,                    |  |            |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | —        |  |  |  | —        |  |  |  | —         |  |  |  | —       | 
|Global                        |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|Marketing                     |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|                              |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|Samuel                        |  | 03/07/2014 |  |  | 0                |  |  |  | 145,350   |  |  |  | 348,840 |  |  |  | 10,000     |  |  |  | —        |  |  |  | —        |  |  |  | —         |  |  |  | 155,400 | 
|Gesten                        |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | 5,500    |  |  |  | —        |  |  |  | —         |  |  |  | 85,470  | 
|Vice                          |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | —        |  |  |  | 12,500   |  |  |  | 15.54     |  |  |  | 194,250 | 
|President,                    |  |            |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | —        |  |  |  | —        |  |  |  | —         |  |  |  | —       | 
|General                       |  |            |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | —        |  |  |  | —        |  |  |  | —         |  |  |  | —       | 
|Counsel and Corporate         |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|Secretary                     |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|                              |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|Robin                         |  | 03/07/2014 |  |  | 0                |  |  |  | 130,000   |  |  |  | 312,000 |  |  |  | 12,000     |  |  |  | —        |  |  |  | —        |  |  |  | —         |  |  |  | 186,480 | 
|Hughes                        |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | 7,000    |  |  |  | —        |  |  |  | —         |  |  |  | 108,780 | 
|Vice                          |  | 03/07/2014 |  |  | —                |  |  |  | —         |  |  |  | —       |  |  |  | —          |  |  |  | —        |  |  |  | 15,000   |  |  |  | 15.54     |  |  |  | 233,100 | 
|President,                    |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|Research                      |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 
|and Development, and Clinical |  |            |  |  |                  |  |  |  |           |  |  |  |         |  |  |  |            |  |  |  |          |  |  |  |          |  |  |  |           |  |  |  |         | 



---

| | (1) | Reflects targeted and maximum cash bonuses for 2014 performance paid in 2015 under STAAR’s
cash bonus plan for executive officers.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------





13







| | (2) | Reflects performance–contingent restricted stock unit awards subject to vesting in a single
installment on March 7, 2015 based on achievement of MBO and operational metric. These awards were forfeited on January 2, 2015.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Reflects the aggregate grant date fair value with respect to stock awards and options granted during
fiscal year 2014, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included
in Note 11 to STAAR’s audited consolidated financial statements for the fiscal year ended January 2, 2015, included
in STAAR’s Annual Report on Form 10-K.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Stock awards
granted to executive officers in 2014 consisted of the following:



| | • | Restricted Stock Units (RSU), subject to forfeiture and vest 50% on March 7, 2016 and 50% on March
7, 2017.
| | - | -----------------------------------------------------------------------------------------------------------



| | • | Restricted Stock Units (RSU), subject to forfeiture and vesting in a single installment, are contingent
upon reaching the 2014 individual goals and operational metric ($85 million revenue). These awards were forfeited on January 2,
2015
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



All of the stock options
granted to executive officers in 2014 had a ten-year term and a three-year vesting schedule, with one third vesting on the first
three yearly anniversaries of grant.



Outstanding Equity Awards

at Fiscal Year-End

January 2, 2015



The following table
shows the number of shares covered by exercisable and unexercisable options and unvested shares of restricted stock held by STAAR’s
named executive officers on January 2, 2015.



|               |  | Option Awards                                           |         |  | Stock Awards                                            | 
|-------------- |  | ------------------------------------------------------- | ------- |  | ------------------------------------------------------- | 
|               |  | Number of Securities Underlying Unexercised Options (#) |         |  | Number of Securities Underlying Unexercised Options (#) | 
|Name           |  | Exercisable                                             |         |  | Unexercisable                                           | 
|Barry Caldwell |  |                                                         | 20,000  |  |                                                         | 
|               |  |                                                         | 200,000 |  |                                                         | 
|               |  |                                                         | 50,000  |  |                                                         | 
|               |  |                                                         | 40,000  |  |                                                         | 
|               |  |                                                         | 26,666  |  |                                                         | 
|               |  |                                                         | 13,333  |  |                                                         | 
|               |  |                                                         | —       |  |                                                         | 
|               |  |                                                         | —       |  |                                                         | 
|Stephen Brown  |  |                                                         | 16,666  |  |                                                         | 
|               |  |                                                         | —       |  |                                                         | 
|James Francese |  |                                                         | 16,667  |  |                                                         | 
|               |  |                                                         | 6,666   |  |                                                         | 
|               |  |                                                         | —       |  |                                                         | 
|Samuel Gesten  |  |                                                         | 46,666  |  |                                                         | 
|               |  |                                                         | 6,666   |  |                                                         | 
|               |  |                                                         | —       |  |                                                         | 
|Robin Hughes   |  |                                                         | 50,000  |  |                                                         | 
|               |  |                                                         | 10,000  |  |                                                         | 
|               |  |                                                         | 5,000   |  |                                                         | 
|               |  |                                                         | 25,000  |  |                                                         | 
|               |  |                                                         | 20,000  |  |                                                         | 
|               |  |                                                         | 13,333  |  |                                                         | 
|               |  |                                                         | 6,666   |  |                                                         | 
|               |  |                                                         | —       |  |                                                         | 





14







---

| | (1) | 13,334 options vested on March 2, 2015.
| | --- | ---------------------------------------

| | (2) | 13,333 options vested on March 4, 2015, and the remaining 13,334 will vest on March 4,
2016.
| | --- | --------------------------------------------------------------------------------------------

| | (3) | 12,000 options vested on March 7, 2015, 12,000 options will vest on March 7, 2016 and the remaining
12,000 options will vest on March 7, 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | 8,833 options will vest on June 9, 2015, 8,833 options will vest on June 9, 2016 and the remaining
8,834 options will vest on June 9, 2017.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | 16,667 options will vest on September 9, 2015 and the remaining 16,667 options will vest on September
9, 2016.
| | --- | --------------------------------------------------------------------------------------------------------------

| | (6) | 5,000 options vested on March 7, 2015, 5,000 options will vest on March 7, 2016 and the remaining
5,000 options will vest on March 7, 2017.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | 16,667 options will vest on September 4, 2015.
| | --- | ----------------------------------------------

| | (8) | 6,667 options vested on March 4, 2015 and the remaining 6,667 options will vest on March 4, 2016.
| | --- | -------------------------------------------------------------------------------------------------

| | (9) | 23,334 vested on April 2, 2015.
| | --- | -------------------------------

| | (10) | 4,166 options vested on March 7, 2015, 4,167 options will vest on March 7, 2016 and the remaining
4,167 will vest on March 7, 2017.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------

| | (11) | 6,667 options vested on March 2, 2015.
| | ---- | --------------------------------------

| | (12) | 15,000 restricted stock vested on March 2, 2015, 15,000 restricted stock will vest on March 4,
2016, 8,500 restricted stock units will vest on March 7, 2016, 6,500 restricted stock units will vest on June 9, 2016, 8,500 restricted
stock units will vest on March 7, 2017 and the remaining 6,500 restricted stock units will vest on June 9, 2017.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) | 3,500 restricted stock units will vest on March 7, 2016 and the remaining 3,500 restricted stock
units will vest on March 7, 2017.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------

| | (14) | 7,500 restricted stocks will vest on March 4, 2016, 3,500 restricted stock units will vest on March
7, 2016 and the remaining 3,500 restricted stock units will vest on March 7, 2017.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (15) | 7,500 restricted stock vested on March 2, 2015, 7,500 restricted stocks will vest on March 4, 2016,
2,750 restricted stock units will vest on March 7, 2016 and the remaining 2,750 restricted stock units will vest on March 7, 2017.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (16) | 7,500 restricted stock vested on March 2, 2015, 7,500 restricted stock will vest on March 4, 2016,
3,500 restricted stock units will vest on March 7, 2016 and the remaining 3,500 restricted stock units will vest on March 7, 2017.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Option Exercises and Stock Vested as
of

Fiscal Year-End January 2, 2015



The table below shows
the number of shares of STAAR common stock acquired by named executive officers during 2014 on the exercise of options, and the
number of shares of stock subject to stock awards that vested in 2014 for each named executive officer.



|               |  | Option Awards                             |        |  | Stock Awards                   | 
|-------------- |  | ----------------------------------------- | ------ |  | ------------------------------ | 
|Name           |  | Number of Shares Acquired on Exercise (#) |        |  | Value Realized on Exercise ($) | 
|Barry Caldwell |  |                                           | —      |  |                                | 
|James Francese |  |                                           | 16,666 |  |                                | 
|Samuel Gesten  |  |                                           | —      |  |                                | 
|Robin Hughes   |  |                                           | —      |  |                                | 





15







Change in Control and Termination Payment
and Benefit Estimates

As of January 2, 2015



The table below demonstrates
the effect of termination and change-in-control rights held by named executive officers under their employment agreements with
us. Each column of the table shows the financial benefit that would have been received by a named executive officer, on a hypothetical
basis, if one of the following events had occurred on January 2, 2015:



| | • | termination by STAAR without cause, or by the named executive officer for good reason, prior to
a change in control;
| | - | --------------------------------------------------------------------------------------------------------------------



| | • | termination by STAAR without cause, or by the named executive officer for good reason, following
a change in control;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | • | a change in control of STAAR, without termination of the named executive officer; and
| | - | -------------------------------------------------------------------------------------



| | • | termination because of disability, irrespective of any change in control.
| | - | -------------------------------------------------------------------------



We are providing this
information on a hypothetical basis in accordance with the regulations of the SEC. In fact, no such change in control occurred
on January 2, 2015, and none of the named executive officers was terminated on that date. There can be no assurance that a
change in control would produce the same or similar results as those described if it occurs on any other date, or if any assumption
is not correct when the actual event occurs. Termination “for good reason” generally means that an employer has adversely
changed the terms and conditions of employment to such a degree that the executive, under the specific terms of his or her agreement,
is entitled to voluntarily resign and to receive severance benefits.





|Name           |  | Benefit                 |  | Termination w/o Cause or for Good Reason ($) |         |  | Termination w/o Cause or for Good Reason following Change in Control ($)(2) |  |           | Change in Control ($)(1) |  |  | Disability ($) | 
|-------------- |  | ----------------------- |  | -------------------------------------------- | ------- |  | --------------------------------------------------------------------------- |  | --------- | ------------------------ |  |  | -------------- | 
|Barry Caldwell |  | Severance               |  |                                              | 768,000 |  |                                                                             |  | 768,000   |                          |  |  |                | 
|               |  | Equity vest immediately |  |                                              | —       |  |                                                                             |  | 3,971,388 |                          |  |  | 3,971,388      | 
|Stephen Brown  |  | Severance               |  |                                              | 152,500 |  |                                                                             |  | 305,000   |                          |  |  |                | 
|               |  | Equity vest immediately |  |                                              | —       |  |                                                                             |  | 949,880   |                          |  |  | 949,880        | 
|James Francese |  | Severance               |  |                                              | 134,000 |  |                                                                             |  | 268,000   |                          |  |  |                | 
|               |  | Equity vest immediately |  |                                              | —       |  |                                                                             |  | 776,480   |                          |  |  | 776,480        | 
|Samuel Gesten  |  | Severance               |  |                                              | 161,500 |  |                                                                             |  | 323,000   |                          |  |  |                | 
|               |  | Equity vest immediately |  |                                              | —       |  |                                                                             |  | 1,307,320 |                          |  |  | 1,307,320      | 
|Robin Hughes   |  | Severance               |  |                                              | 162,500 |  |                                                                             |  | 325,000   |                          |  |  |                | 
|               |  | Equity vest immediately |  |                                              | —       |  |                                                                             |  | 1,484,805 |                          |  |  | 1,484,805      | 



---

| | (1) | Assumes that following a change in control the acquirer or surviving company has not assumed or
confirmed the named executive officer’s outstanding options. If the acquirer assumes options or surviving company confirms
options issued under the Amended and Restated 2003 Omnibus Plan, the options will continue to vest in accordance with their original
terms.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Except as otherwise indicated, severance payments are payable on a bi-weekly basis during the severance
period. Mr. Caldwell would receive his severance payment in a lump sum payable on the 60th day following a
termination, regardless of a change in control.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





16







Compensation of Directors



Non-employee directors
are compensated as follows:



| | • | Each director who serves on the Board of Directors of STAAR and is not an employee of STAAR or
a parent or subsidiary of STAAR (each “non-employee director”) receives an annual director’s fee of $40,000.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The Chairman of the Board of Directors receives an additional annual fee of $25,000.
| | - | ------------------------------------------------------------------------------------



| | • | The Chairman of the Audit Committee receives an additional annual fee of $15,000.
| | - | ---------------------------------------------------------------------------------



| | • | The Chairman of the Compensation Committee receives an additional annual fee of $15,000.
| | - | ----------------------------------------------------------------------------------------



| | • | The Chairman of the Quality and Regulatory Committee receives an additional annual fee of $15,000.
| | - | --------------------------------------------------------------------------------------------------



| | • | The Chairman of the Nominating and Governance Committee receives an additional annual fee of $10,000.
| | - | -----------------------------------------------------------------------------------------------------



| | • | Each member of the Audit Committee, the Compensation Committee and the Nominating and Governance
Committee (other than the respective chairs) receives an additional annual fee of $5,000 for each such committee on which they
serve.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In 2014 non-employee
directors were given the choice to choose the form of equity they received based upon a fixed ratio of stock options to restricted
stock. The aggregate award value was $139,800 and was determined based on a Black Scholes value of an award of 20,000 stock options.
The options and restricted stock vest in full on the first anniversary of grant and are granted upon election or re-election to
the Board of Directors. The options have an exercise price of $15.73 per share. The option and restricted stock awards vest on
June 9, 2015, provided that if a director leaves service for reasons other than removal for cause, vesting of the award will be
accelerated to a time immediately prior to cessation of service. All of the options and restricted stock granted to directors in
2014 were granted under STAAR’s 2003 Plan.



The Board of Directors
can change the compensation of directors at any time.



The chart below summarizes 2014 compensation
of each director for services as a director, committee member or chairperson, including fees earned or paid in cash, stock awards
and stock options.





|Name               |  | Fees Earned or Paid in Cash ($) |        |  | Option Awards ($)(1) |  |         | Restricted Stock Awards ($)(1) |  |  | Total ($) |    
|------------------ |  | ------------------------------- | ------ |  | -------------------- |  | ------- | ------------------------------ |  |  | --------- | ---
|Donald Bailey      |  |                                 | 13,036 |  |                      |  | —       | (2)                            |  |  | —         | (2)
|Mark B. Logan      |  |                                 | 78,722 |  |                      |  | 157,300 | (3)                            |  |  | 70,785    | (3)
|Caren Mason        |  |                                 | 27,335 |  |                      |  | 157,300 | (4)                            |  |  | 70,785    | (4)
|Richard A. Meier   |  |                                 | 55,000 |  |                      |  | 157,300 | (5)                            |  |  | 70,785    | (5)
|John C. Moore      |  |                                 | 52,143 |  |                      |  | 157,300 | (6)                            |  |  | 70,785    | (6)
|Louis E. Silverman |  |                                 | 17,088 |  |                      |  | —       | (7)                            |  |  | 131,863   | (7)
|Charles Slacik     |  |                                 | 56,195 |  |                      |  | 157,300 | (8)                            |  |  | 70,785    | (8)
|Kathryn Tunstall   |  |                                 | 29,396 |  |                      |  | 59,542  | (9)                            |  |  | 26,295    | (9)

__________________

| | (1) | Dollar amounts in the Restricted Stock Awards and Option Awards columns reflect the grant date
fair value with respect to stock awards and options granted during fiscal year 2013 in accordance with Financial Accounting Standards
Board Codification Topic 718 (“FASB ASC Topic 718”). Assumptions used in the calculation of these amounts
are included in Note 11 to STAAR’s audited consolidated financial statements for the fiscal year ended January 2,
2015, included in STAAR’s Annual Report on Form 10-K.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mr. Bailey was not nominated to re-election at the 2014 shareholders meeting.
| | --- | -----------------------------------------------------------------------------





17







| | (3) | Includes compensation related to the following: an award of 4,500 shares of restricted stock and
an option to purchase up to 10,000 shares of common stock, granted on June 9, 2014, which had a grant date fair value of $70,785
and $157,300, respectively, vesting on June 9, 2015. As of the end of fiscal year 2014, the aggregate number of stock and
option awards outstanding for Mr. Logan were 4,500 and 55,136, respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes compensation related to the following: an award of 4,500 shares of restricted stock and
an option to purchase up to 10,000 shares of common stock, granted on June 9, 2014, which had a grant date fair value of $70,785
and $157,300, respectively, vesting on June 9, 2015. As of the end of fiscal year 2014, the aggregate number of stock and option
awards outstanding for Ms. Mason were 4,500 and 10,000, respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes compensation related to the following: an award of 4,500 shares of restricted stock and
an option to purchase up to 10,000 shares of common stock, granted on June 9, 2014, which had a grant date fair value of $70,785
and $157,300, respectively, vesting on June 9, 2015. As of the end of fiscal year 2014, the aggregate number of stock and option
awards outstanding for Mr. Meier were 4,500 and 62,500, respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes compensation related to the following: an award of 4,500 shares of restricted stock and
an option to purchase up to 10,000 shares of common stock, granted on June 9, 2014, which had a grant date fair value of $70,785
and $157,300, respectively, vesting on June 9, 2015. As of the end of fiscal year 2014, the aggregate number of stock and option
awards outstanding for Mr. Moore were 4,500 and 62,500, respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Includes compensation related to the following: an award of 11,763 shares of restricted stock,
granted on September 15, 2014, with a grant date fair value of $131,863, vesting on July 18, 2014. As of the end of fiscal year
2014, the aggregate number of stock and option awards outstanding for Mr. Silverman were 11,763 and zero, respectively.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Includes compensation related to the following: an award of 4,500 shares of restricted stock and
an option to purchase up to 10,000 shares of common stock, granted on June 9, 2014, which had a grant date fair value of $70,785
and $157,300, respectively, vesting on June 9, 2015. As of the end of fiscal year 2014, the aggregate number of stock and option
awards outstanding for Mr. Slacik were 4,500 and 30,000, respectively.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Includes compensation related to the following: an award of 1,585 shares of restricted stock and
an option to purchase up to 3,589 shares of common stock, granted on January 13, 2014, with a grant fair value of $26,295 and $59,542,
respectively, vesting on May 12, 2014. As of the end of the fiscal year 2014, the aggregate number of stock and option awards outstanding
for Ms. Tunstall were 1,585 and 3,589, respectively. Ms. Tunstall resigned from the Board of Directors during 2014.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholders



Security Ownership of Principal Stockholders
and Management



The following table
shows, as of the April 16, 2015, information concerning the shares of common stock beneficially owned by each person known by STAAR
to be the beneficial owner of more than 5% of our Common Stock (other than directors and executive officers). This information
is based on publicly available information filed with the SEC as of the April 16, 2015.





18









|Name and Address                                      |  | Shares Beneficially Owned |           |  | Percent of Class(1) | 
|----------------------------------------------------- |  | ------------------------- | --------- |  | ------------------- | 
|Broadwood Partners, L.P.(2)                           |  |                           | 7,417,582 |  |                     | 
|724 Fifth Ave., 9th Floor New York, NY 10019          |  |                           |           |  |                     | 
|Putnam Investments, LLC(3)                            |  |                           | 5,759,039 |  |                     | 
|One Post Office Square Boston, MA 02109               |  |                           |           |  |                     | 
|Palo Alto Investors, LLC(4)                           |  |                           | 3,214,253 |  |                     | 
|470 University Ave. Palo Alto, CA 94301               |  |                           |           |  |                     | 
|Blackrock, Inc.(5)                                    |  |                           | 2,237,742 |  |                     | 
|40 East 52nd StreetNew York, NY 10022                 |  |                           |           |  |                     | 
|Ameriprise Financial, Inc.(6)                         |  |                           | 2,146,443 |  |                     | 
|145 Ameriprise Financial Center Minneapolis, MN 55474 |  |                           |           |  |                     | 



__________________



| | (1) | Based on 38,807,902 shares of common stock outstanding on April 16, 2015. Under Rule 13d-3
of the Securities Exchange Act of 1934, certain shares may be deemed to be beneficially owned by more than one person (if, for
example, a person shares the power to vote or the power to dispose of the shares). As a result, the percentage of outstanding shares
of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect
to the number of shares of Common Stock actually outstanding on the April 16, 2015.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Based on a Form 4 filed November 19, 2014, Broadwood Capital, Inc., Broadwood Partners, L.P.
and Neal C. Bradsher reported beneficial ownership of 7,417,582 shares as of November 19, 2014. Neal C. Bradsher reported on the
same Form 4 direct ownership of an additional 25,900 shares as of such date.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | In its Schedule 13G/A filed on February 17, 2015 with respect to its ownership of STAAR
securities as of December 31, 2014, Putnam Investments, LLC states that it has sole voting power as to 91,375 shares,
shared voting power as to no shares, sole dispositive power as to 5,759,039 shares, and shared dispositive power as to no shares.
Putnam Investment Management, Inc., states that it has sole voting power as to 3,355 shares, shared voting power as to no
shares, sole dispositive power as to 5,655,394 shares, and shared dispositive power as to no shares. The Putnam Advisory Company, LLC
states that it has sole voting power as to 88,020 shares, shared voting power as to no shares, sole dispositive power as to 103,645
shares, and shared dispositive power as to no shares. Putnam Equity Spectrum Fund states that it has sole voting power as to 4,765,587
shares, shared voting power as to no shares, sole dispositive power as to 4,765,587 shares, and shared dispositive power as to
no shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | In its Schedule 13G/A filed February 14, 2014 with respect to its ownership of STAAR
securities as of December 31, 2013, each of Palo Alto Investors, LLC, Patrick Lee, MD and Anthony Joonkyoo Yun, MD reports
shared voting and shared dispositive power as to 3,214,253 shares, Palo Alto Healthcare Master Fund II, L.P. states that it
has shared voting and dispositive power as to 1,845,574 shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | In its Schedule 13G/A filed February 2, 2015 with respect to its ownership of STAAR securities
as of December 31, 2014, Blackrock, Inc. states that it has sole voting power as to 2,167,674 shares and sole dispositive
power as to 2,237,742 shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | In its Schedule 13G/A filed February 17, 2015 with respect to its ownership of STAAR
securities as of December 31, 2014, Ameriprise Financial, Inc. states that it has shared voting power as to 1,558,689
shares and shared dispositive power as to 2,146,443 shares. Columbia Management Investment Advisors, LLC states that it has
shared voting power as to 1,558,689 shares and shared dispositive power as to 2,146,443 shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





19







The following table
shows, as of the April 16, 2015, information with respect to the shares of Common Stock beneficially owned by (1) each director
and director nominee, (2) each person (other than a person who is also a director or a director nominee) who is named in the
Summary Compensation Table below, and (3) all current executive officers and directors as a group. This information is based
on publicly available information filed with the SEC as of April 16, 2015.







|                                                                         |  | Shares Beneficially Owned           |         |     |                                                                         | 
|------------------------------------------------------------------------ |  | ----------------------------------- | ------- | --- | ----------------------------------------------------------------------- | 
|Name(1)                                                                  |  | Shares of Common Stock Owned(2) (#) |         |     | Shares Subject to Options Exercisable on or Before July 10, 2015(3) (#) | 
|Barry Caldwell**                                                         |  |                                     | 266,839 | (5) |                                                                         | 
|Mark B. Logan**                                                          |  |                                     | 32,400  |     |                                                                         | 
|Caren Mason**                                                            |  |                                     | —       |     |                                                                         | 
|Richard Meier**                                                          |  |                                     | 38,800  |     |                                                                         | 
|John C. Moore**                                                          |  |                                     | 76,000  |     |                                                                         | 
|J. Steven Roush**                                                        |  |                                     | —       |     |                                                                         | 
|Louis E. Silverman**                                                     |  |                                     | —       |     |                                                                         | 
|Charles Slacik**                                                         |  |                                     | 9,400   |     |                                                                         | 
|                                                                         |  |                                     |         |     |                                                                         | 
|Stephen Brown                                                            |  |                                     | 17,000  | (6) |                                                                         | 
|James Francese                                                           |  |                                     | 31,960  | (6) |                                                                         | 
|Samuel Gesten                                                            |  |                                     | 29,485  | (6) |                                                                         | 
|Robin Hughes                                                             |  |                                     | 41,075  | (6) |                                                                         | 
|All current directors and executive officers as a group (12 individuals) |  |                                     | 542,959 |     |                                                                         | 

---

| | * | Less than 1%.
| | - | -------------



| | ** | Director or Nominee
| | -- | -------------------



| | (1) | The business address of each person named is c/o STAAR Surgical Company, 1911 Walker Avenue, Monrovia,
California 91016.
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (2) | Pursuant to Rule 13d-3(a), includes all shares of common stock over which the listed person
has, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, voting power, which
includes the power to vote, or to direct the voting of, the shares, or investment power, which includes the power to dispose, or
to direct the disposition of, the shares. STAAR believes that each individual or entity named has sole investment and voting power
with respect to shares of Common Stock indicated as beneficially owned by him or her, subject to community property laws, where
applicable, except where otherwise noted. Restricted shares are listed even when unvested and subject to forfeiture because the
holder has the power to vote the shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | In accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, each listed
person is deemed the beneficial owner of shares that the person has a right to acquire by exercise of a vested option or other
right on or before July 10, 2015 (60 days after the Record Date).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Based on 38,807,902 shares of Common Stock outstanding on the stock records as of April 16, 2015.
The percentages are calculated in accordance with Rule 13d-3(d)(1), which provides that shares not outstanding that are subject
to options, warrants, rights or conversion privileges exercisable on or before July 10, 2015 (60 days after the Record Date)
are deemed outstanding for the purpose of calculating the number and percentage that each person owns, but not deemed outstanding
for the purpose of calculating the percentage that any other listed person owns.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





20







| | (5) | Includes shares that are restricted and subject to forfeiture pursuant to vesting conditions that
expire on March 4, 2016 and March 7, 2016, respectively, 15,000 and 8,500 shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes the following shares that are restricted and subject to forfeiture pursuant to vesting
conditions that expire on March 4, 2016 and March 7, 2016, March 7, 2017, April 7, 2017 and April 7, 2018, respectively, as
follows: shares; Stephen Brown, 0, 3,500, 3,500, 5,000 and 5,000 shares; James Francese, 7,500, 3,500, 3,500, 5,000 and 5,000 shares;
Samuel Gesten, 7,500, 2,750, 2,750, 3,500 and 3,500; and Robin Hughes, 7,500, 3,500 , 3,500, 3,500 and 3,500 shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Equity Compensation Plan Information



The following table
summarizes information about the options and other equity compensation under STAAR’s equity plans as of the close of business
on January 2, 2015.





|Plan Category                                          |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |           |     | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) |  |      | Weighted Average Remaining Contractual Life of Outstanding Options, Warrants and Rights (years) (c) |  |  | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) (d) |    
|------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------- | --------- | --- | ----------------------------------------------------------------------------------- |  | ---- | --------------------------------------------------------------------------------------------------- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------- | ---
|Equity Compensation Plans Approved by Stockholders     |  |                                                                                                 | 3,330,959 | (1) |                                                                                     |  | 7.79 | (2)                                                                                                 |  |  | 6.19                                                                                                                                            | (3)
|Equity Compensation Plans Not Approved by Stockholders |  |                                                                                                 | —         |     |                                                                                     |  | —    |                                                                                                     |  |  | —                                                                                                                                               |    



---

| | (1) | Represents awards granted under the Amended and Restated STAAR Surgical Company 2003 Omnibus Equity
Incentive Plan (the “2003 Plan”). Consists of 3,175,459 options, and 155,500 RSUs.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company also had 247,000
shares of outstanding restricted stock which are not reflected in the table above because they are treated as issued and outstanding
and will not have an additional dilutive impact on the Company when the awards vest.



| | (2) | Represents the weighted average exercise price of outstanding stock options.
| | --- | ----------------------------------------------------------------------------



| | (3) | Represents the weighted average remaining contractual life of outstanding stock options.
| | --- | ----------------------------------------------------------------------------------------



Item 13. Certain Relationships and Related Transactions and
Director Independence



Certain Relationships and Related Transactions



The Board of Directors
has adopted a written Related Person Transaction Policy, which requires the approval of the Audit Committee for all covered transactions.
The Policy applies to any transaction or series of transactions in which STAAR or a subsidiary is a participant, the amount involved
exceeds $120,000 and a “Related Person” as defined in the Policy, including executive officers, directors and their
immediate family members, and holders of in excess of 5% of our common stock, has a direct or indirect material interest. Under
the Policy, all Related Person Transactions must first be submitted to the General Counsel of STAAR, who will determine whether
the proposed transaction falls under the Policy and, if so, submit it to the Audit Committee for review, approval, ratification
or other action. Based on its consideration of all of the relevant facts and circumstances, and full disclosure of the Related
Person’s interest in the transaction, the Audit Committee will decide whether or not to approve the transaction and will
approve only those transactions that are in the best interests of STAAR.





21







Director Independence



STAAR’s directors
each serve a one-year term and are subject to election at each annual meeting of the stockholders. The Board of Directors currently
consists of seven authorized directors.



The following table
shows the composition of our Board of Directors as of April 30, 2015. All terms expire at the 2015 Annual Meeting.





|Name of Director   |  | Board
    of Directors Positions and
 Committee Memberships |  | Independent(1)
|------------------ |  | ----------------------------------------------------------- |  | --------------
|Mark B. Logan      |  | Chairman of the Board of Directors                          |  | ü             
|                   |  | Member, Compensation Committee                              |  |               
|                   |  | Member, Nominating and Governance Committee                 |  |               
|Caren Mason        |  | Chairman, Quality and Regulatory Committee                  |  |               
|Richard A. Meier   |  | Chairman, Nominating and Governance Committee               |  | ü             
|                   |  | Member, Compensation Committee                              |  |               
|                   |  | Member, Audit Committee                                     |  |               
|John C. Moore      |  | Member, Quality and Regulatory Committee                    |  | ü             
|                   |  | Member, Audit Committee                                     |  |               
|J. Steven Roush    |  | Member, Audit Committee                                     |  | ü             
|Louis E. Silverman |  | Chairman, Compensation Committee                            |  | ü             
|                   |  | Member, Nominating and Governance Committee                 |  |               
|Charles Slacik     |  | Chairman, Audit Committee                                   |  | ü             
|                   |  | Member, Quality and Regulatory Committee                    |  |               



---

| | (1) | Directors designated as “independent” have been determined by the Board of Directors
to be independent as that term is defined under the rules of the NASDAQ Global Market and the SEC.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 14. Principal Accountant Fees and Services



The following table
summarizes the aggregate fees for professional services provided by BDO USA, LLP related to fiscal year 2014 and fiscal year
2013, all of which the Audit Committee pre-approved:



|                      |  | 2014 |         |  | 2013 |  
|--------------------- |  | ---- | ------- |  | ---- | -
|Audit Fees(1)         |  | $    | 746,310 |  |      | $
|Audit-Related Fees(2) |  |      | 25,697  |  |      |  
|Tax-Related Fees(3)   |  |      | —       |  |      |  
|All Other Fees        |  |      | —       |  |      |  

____________________





| | (1) | Both 2014 and 2013 Audit Fees include: (i) the audit of our Consolidated Financial Statements
included in our Annual Report on Form 10-K and services attendant to, or required by, statute or regulation; (ii) the
audit of management’s report on the effectiveness of internal control over financial reporting, as required by Section 404
of the Sarbanes-Oxley Act of 2002; (iii) reviews of the interim condensed Consolidated Financial Statements included in our
quarterly reports on Form 10-Q; (iv) comfort letters, consents and other services related to SEC reimbursements.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





22







| | (2) | Audit-related Fees were principally for audits of our employee benefit plan.
| | --- | ----------------------------------------------------------------------------



| | (3) | These fees were for a review of statutory tax filings for our Swiss operations.
| | --- | -------------------------------------------------------------------------------



The Audit Committee
administers STAAR’s engagement of BDO USA, LLP and pre-approves all audit and permissible non-audit services on a case-by-case
basis. In approving non-audit services, the Audit Committee considers whether the engagement could compromise the independence
of BDO USA, LLP and whether, for reasons of efficiency or convenience, it is in the best interest of STAAR to engage its independent
registered public accounting firm to perform the services. The Audit Committee has determined that performance by BDO USA, LLP
of the non-audit services related to the fees shown in the table above did not affect that firm’s independence.



Prior to engagement,
the Audit Committee pre-approves all independent auditor services, and the Audit Committee pre-approved all fees and services of
BDO USA, LLP, for work done in 2014 and 2013. The fees are budgeted and the Audit Committee requires the independent registered
public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service.
During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm
for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires
specific pre-approval before engaging the independent registered public accounting firm. The Audit Committee may delegate pre-approval
authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes
only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.





23







PART IV



Item 15.



Exhibits and Financial Statement Schedules



The exhibits below are filed as part of this Form 10-K/A.



|31.1 |  | Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                               



* Filed herewith.



24







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





|                      | STAAR SURGICAL COMPANY
|--------------------- | ----------------------
|                      |                       
|Date: April 30 , 2015 | By:                   
|                      |                       
|                      |                       
|                      |                       



25