Barry G. Caldwell

        President and CEO



 


August 10, 2012


 


Mr. James E. Francese


1911 Walker Avenue


Monrovia, CA 91016


 


Dear Jim,


 


STAAR Surgical Company is pleased to offer
you the position of Vice President, Global Marketing, reporting to Barry Caldwell, President and Chief Executive Officer. When
you accept this offer and begin employment, your beginning wage will be $10,000 per bi-weekly pay period for 26 pay periods per
year ($260,000 per year), in addition to all the benefits offered in our current policy. As a member of the Executive Team, you
will be entitled to an Executive Health Program and a Variable Universal Executive Life Insurance policy, which would include a
$500,000 death benefit.


 


The Board of Directors has approved your
option to purchase up to 50,000 shares of STAAR Surgical Company Common Stock. The options will vest over a period of three years,
one third will vest upon the first year anniversary of grant date, one third after the second and one third after the third year
anniversary of the grant date.


 


As a participant in the Executive Long
Term Incentive Plan, you will also be eligible for annual stock equity grants which generally are a combination of Stock Options
and Restricted Shares.


 


In addition, you will be eligible to participate
in our Corporate Annual Incentive Bonus Program. You will have a target bonus of 40% of your annual salary, which will be payable
on an annual basis and subject to the successful achievement of corporate and personal goals and objectives. Bonus awards are subject
to recommendation by the Compensation Committee of the Board of Directors and approved by the entire Board of Directors.


 


You will also be eligible to participate
in the Executive Change of Control and Severance program.


 


You may begin work upon acceptance of this
offer and the successful completion of a reference check, background check and drug screen.


 


Please make note, employment is at the
mutual consent of the employee and STAAR and can be terminated "at will," with or without cause, by either you or STAAR
in its sole discretion at any time.


 


On your first day of employment you will
need to bring with you identification in order to complete all necessary paperwork, including your Employment Eligibility Verification
(Form I9).


 


	1911 Walker Avenue, Monrovia, CA 91016	t. 626.303.7902	www.staar.com


 




    	 



    	 



    

 


		
        Barry G. Caldwell

        President and CEO



 


While employed by STAAR Surgical, you
shall not disclose, use, disseminate, lecture upon, write about, or exploit in any way, directly or indirectly, confidential proprietary
information you gained during your employment with Abbott Medical Optics for STAAR Surgical's benefit.


 


Jim, we are very excited about the possibility
of you joining the STAAR Executive Team, helping us accomplish our mission and we hope you enjoy the many great opportunities STAAR
has to offer. We look forward to you joining our Team.


 


	Thank you,	Accepted by:


 


	/s/ Barry G. Caldwell	 	/s/ James E. Francese
	Barry G. Caldwell	 	James E. Francese
	President, Chief Executive Officer and	 	Vice President Global Marketing
	Director (principal executive officer)	 	 


 


	1911 Walker Avenue, Monrovia, CA 91016	t. 626.303.7902	www.staar.com