Form 8-K

8-K — STAAR SURGICAL CO

Accession: 0001193125-26-337197

Filed: 2026-08-06

Period: 2026-08-05

CIK: 0000718937

SIC: 3851 (OPHTHALMIC GOODS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — staa-20260805.htm (Primary)

EX-10.1 (staa-ex10_1.htm)

EX-10.2 (staa-ex10_2.htm)

EX-10.3 (staa-ex10_3.htm)

EX-10.4 (staa-ex10_4.htm)

EX-99.1 (staa-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: staa-20260805.htm · Sequence: 1

8-K

0000718937falseNONE00007189372026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

STAAR Surgical Company

(Exact name of Registrant as Specified in Its Charter)

Delaware

0-11634

95-3797439

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

25510 Commercentre Drive

Lake Forest, California

92630

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (626) 303-7902

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common

STAA

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2026, STAAR Surgical Company (the “Company” or “STAAR”) announced that the Company’s Board of Directors (the “Board”) appointed Warren Foust as President and Chief Executive Officer (“CEO”) and new member of the Board, effective August 4, 2026 (the “Effective Date”). Mr. Foust, age 50, joined STAAR in April 2023 as Chief Operating Officer (“COO”) and has served as Interim Co-CEO, President & COO since February 2026, and as President and COO since March 2025. Prior to joining STAAR, Mr. Foust served as Worldwide President, Johnson & Johnson Vision, Surgical, since December 2019.

Mr. Foust has no family relationship with the Company nor with any of its directors or executive officers, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Foust and any other person pursuant to which Mr. Foust was appointed as an officer or director of the Company.

In connection with his appointment as CEO, Mr. Foust executed an offer letter (the “Foust Agreement”) pursuant to which Mr. Foust will receive the following compensation: (i) base salary at an annual rate of $730,000 as of the Effective Date, and (ii) eligibility to participate in the Company’s annual cash bonus program with a target bonus for fiscal 2026 of (x) 70% of the amount of his base salary earned from the first day of the fiscal year 2026 through January 31, 2026; and (y) 100% of his base salary earned during the period beginning February 1, 2026. Mr. Foust will continue to participate in all other elements of the Company’s executive compensation and benefits plans. The Foust Agreement also provides for customary restrictive and confidentiality covenants.

The equity component of Mr. Foust’s CEO compensation consists of: (a) time-based stock options (20%), (b) time-based restricted stock units (“RSUs”) (20%), and (c) performance-based stock options that have a time-vesting component (3 years), with a life of ten years, and are split into three stock price attainment hurdles - $50, $75, and $100 per share (each 20%), as detailed more fully in the Performance Stock Option Grant Notices attached hereto as Exhibits 10.2-10.3 and incorporated herein by reference. Vesting requires attainment of both the time and stock price targets referenced. Approximately one-third of the equity compensation is for 2026, and the remaining approximately two-thirds represent a pull forward of Mr. Foust’s 2027 equity grant. Pursuant to the Foust Agreement and certain 2026 award agreements entered into in connection with his appointment, Mr. Foust is entitled to receive the following grants, subject to his continued employment with the Company:

•

CEO Grant: An award consisting of (i) 22,493 time-vesting RSUs that vest over three years from the grant date, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter (the “CEO RSU Award”), (ii) 40,471 time-vesting options that vest on the same schedule as the CEO RSU Award (the “CEO Time-Vesting Option”), and (iii) 131,830 performance-vesting options that performance vest over a performance period ending on the earlier of a change in control and 10 year anniversary of the grant date, subject to achievement of the aforementioned stock price hurdles, and time vest as to one-third on the first anniversary of the grant date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter, as further described

in the applicable award agreement (the “CEO Performance-Vesting Option”, and together with the CEO RSU Award and the CEO Time-Vesting Option, the “CEO Award”).

•

2027 Grant: An award consisting of (i) 44,986 time-vesting RSUs that vest over 42 months from the grant date, with one-third vesting on the 18 month anniversary of the grant date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter (the “2027 RSU Award”), (ii) 80,942 time-vesting options that vest on the same schedule as the 2027 RSU Award (the “2027 Time-Vesting Option”), and (iii) 263,664 performance-vesting options that performance vest over a performance period ending on the earlier of a change in control and the 10 year anniversary of the grant date, subject to achievement of the aforementioned stock price hurdles, and time vest as to one-third on the 18 month anniversary of the grant date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter, as further described in the applicable award agreement (the “2027 Performance-Vesting Option”, and together with the 2027 RSU Award and the 2027 Time-Vesting Option, the “2027 Award”).

•

Timing of Grants: The 2027 Time-Vesting Option and 2027 Performance-Vesting Option will be granted in two portions. The first portion, consisting of 37,962 of the 2027 Time-Vesting Option and 123,659 of the 2027 Performance-Vesting Option (the “First Portion of 2027 Options”), will be granted on the First Grant Date (as defined below). The second portion, consisting of 42,980 of the 2027 Time-Vesting Option and 140,005 of the 2027 Performance-Vesting Option (the “Second Portion of 2027 Options”), will be granted on the Second Grant Date (as defined below). Notwithstanding the grant date of the Second Portion of 2027 Options, the time-vesting schedule and vesting commencement date of the Second Portion of 2027 Options will be measured from the First Grant Date. The grant date of the CEO Time-Vesting Option, CEO Performance-Vesting Option and the First Portion of 2027 Options will be the later of (i) the Effective Date (or, if the Effective Date is not a trading day, the next trading day) and (ii) the first trading day on which the Company’s insider trading window is open following the public release of the Company’s results for the second fiscal quarter of 2026; provided that each such grant shall be effective as of the close of trading on the applicable date (the “First Grant Date”). The grant date of the CEO RSU Award, 2027 RSU Award and Second Portion of 2027 Options will be January 4, 2027 (or, if not a trading day, the next trading day); provided that each such grant shall be effective as of the close of trading on the applicable date (the “Second Grant Date”).

Additional details regarding the terms of the performance-based options, are set forth in Exhibits 10.1-10.3, which are attached hereto and incorporated herein by reference.

In connection with his appointment, Mr. Foust also executed an Amended and Restated Severance Agreement, pursuant to which he is entitled to receive 18 months of base pay and employee benefits in the event of a “qualifying termination,” and an Amended and Restated Change in Control Agreement, according to which he is entitled to receive 18 months base pay, employee benefits, and earned bonus and target bonus amounts in the event of a “qualifying termination,” as such term is defined in the respective agreements.

Deborah Andrews, who has served since February 2026 as Interim Co-CEO alongside Mr. Foust, will cease serving as Interim Co-CEO and continue to serve as Chief Financial Officer and has

additionally been appointed Executive Vice President (“EVP”) as of the Effective Date. Pursuant to certain award agreements entered into in connection with her transition, Ms. Andrews is entitled to receive, subject to her continued employment with the Company: (i) an option grant to purchase up to 8,952 shares that vests over three years, with one-third of the shares underlying the option vesting on the 12 month anniversary of August 14, 2026 and the remaining two-thirds vesting in 24 equal monthly installments thereafter; (ii) an option grant to purchase up to 29,159 shares that vests based upon the achievement of the aforementioned share price hurdles; and (iii) an award of RSUs for 4,975 shares, with one-third of the RSUs vesting on the 12 month anniversary of January 4, 2027, and the remaining two-thirds vesting in 24 equal monthly installments thereafter. Additional details regarding the terms of the performance-based options are set forth in Exhibits 10.4, which is attached hereto and incorporated herein by reference.

All of Mr. Foust’s and Ms. Andrews’ equity awards are granted pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended, and each are subject to the terms and conditions of the applicable grant notice and award agreement with respect thereto. The summaries herein are qualified in their entirety by reference to Mr. Foust’s and Ms. Andrews’s respective agreements and notices, copies of which are filed as Exhibits 10.1-10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 4, 2026, the Company issued a press release (the “Press Release”) announcing that the Company’s Board appointed Mr. Foust as President and CEO and a new member of the Board and that Ms. Andrews, who has served since February 2026 as the Interim Co-CEO alongside Mr. Foust, will continue to serve as the Chief Financial Officer and was promoted to EVP as of August 4, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

10.1

President and CEO Offer Letter, effective August 4, 2026, by and between the Company and Warren Foust.

10.2

Performance Stock Option Grant Notice, dated as of August 4, 2026, by and between the Company and Warren Foust.

10.3

Performance Stock Option Grant Notice, dated as of August 4, 2026, by and between the Company and Warren Foust.

10.4

Performance Stock Option Grant Notice, dated as of August 4, 2026, by and between the Company and Deborah Andrews.

99.1

Press Release August 4, 2026

104

Cover page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STAAR Surgical Company

Date:

August 6, 2026

By:

/s/ Deborah Andrews, EVP and Chief Financial Officer

EX-10.1

Filename: staa-ex10_1.htm · Sequence: 2

EX-10.1

Exhibit 10.1

August 4, 2026

Re: President and CEO Offer Letter Agreement

Dear Warren:

STAAR Surgical Company (the “Company”) is pleased to offer you the position of President and Chief

Executive Officer (“CEO”) pursuant to the terms and conditions of this offer letter agreement (“Agreement”), reporting to the Board of Directors of the Company (the “Board”) and effective as of August 4, 2026 (the “Start Date”). The terms of this Agreement are intended to supersede and replace the terms and conditions of your offer letter with the Company, dated March 24, 2023 (the “Original Offer Letter”) and your offer letter with the Company, dated February 1, 2026 (the “Interim CEO Offer Letter” and, together with the Original Offer Letter, the “Prior Offer Letters”), in their entirety. The terms of this Agreement are in addition to that certain Amended and Restated Severance Agreement by and between you and the Company, dated August 4, 2026 (as may be amended and/or amended and restated from time to time, the “Severance Agreement”), that certain Amended and Restated Change in Control Agreement by and between you and the Company dated August 4, 2026 (as may be amended and/or amended and restated from time to time, the “CIC Agreement”), and any outstanding Awards (as defined in the Company Amended and Restated Omnibus Equity Incentive Plan, as amended from time to time (the “Plan”)) that have been granted to you under the Plan, in each case, which shall remain in full force and effect and continue to govern your employment except as set forth herein. Unless otherwise defined herein, capitalized terms shall have the same meanings assigned to such terms in the Severance Agreement.

As CEO, you shall devote your full working and business time, attention, skill and efforts to the business and affairs of the Company and shall use best efforts to promote the success of the Company’s business. You shall not engage in any other business, profession or occupation for compensation or otherwise without the prior written consent of the Board, which may be withheld, conditioned or delayed in the Board’s sole discretion. Notwithstanding the foregoing, the Company acknowledges and agrees that you may (i) manage your personal investments and affairs, (ii) participate in non-profit, educational, community or philanthropic activities, and (iii) be involved with various trade groups or associations related to the Company’s business and participate in the activities of those groups or associations, in each case, to the extent that such activities, individually or in the aggregate, do not interfere or conflict with the performance of your duties and responsibilities under this Agreement, are not in conflict with and do not interfere with the business interests of the Company, do not violate your obligations under the Severance Agreement or CIC Agreement, and do not otherwise compete with the Company.

Effective as of the Start Date, your base salary will be $28,076.92 per bi-weekly pay period ($730,000 annually), paid in accordance with the Company’s normal payroll practice (as in effect from time to time), in addition to all the benefits offered through our current policies.

Subject to approval by the Board and your commencement as CEO, the Company shall grant you the following equity awards under the Plan, representing a one-time CEO grant and your Award grant for the 2027 calendar year:

CEO Grant: An Award consisting of (i) 22,493 time-vesting Restricted Stock Units that vest over three (3) years from the grant date, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting in twenty-four (24) substantially equal monthly installments thereafter (the “CEO RSU Award”), (ii) 40,471 time-vesting Options that vest on the same schedule as the CEO RSU Award (the “CEO Time-Vesting Option”), and (iii) 131,830 performance-vesting Options that performance vest over a performance period ending on the earlier of a change in control and the ten (10) year anniversary of the grant date, subject to achievement of stock-price hurdles of $50, $75 and $100 per share, and time vest as to one-third on the first anniversary of the grant date with the remaining

Exhibit 10.1

two-thirds vesting in twenty-four (24) substantially equal monthly installments thereafter, as further described in the applicable award agreement (the “CEO Performance-Vesting Option”, and together with the CEO RSU Award and the CEO Time-Vesting Option, the “CEO Award”); and

2027 Grant: An Award consisting of (i) 44,986 time-vesting Restricted Stock Units that vest over forty-two (42) months from the grant date, with one-third vesting on the eighteen (18) month anniversary of the grant date and the remaining two-thirds vesting in twenty-four (24) substantially equal monthly installments thereafter (the “2027 RSU Award”), (ii) 80,942 time-vesting Options that vest on the same schedule as the 2027 RSU Award (the “2027 Time-Vesting Option”), and (iii) 263,664 performance-vesting Options that performance vest over a performance period ending on the earlier of a change in control and the ten (10) year anniversary of the grant date, subject to achievement of stock-price hurdles of $50, $75 and $100 per share, and time vest as to one-third on the eighteen (18) month anniversary of the grant date with the remaining two-thirds vesting in twenty-four (24) substantially equal monthly installments thereafter, as further described in the applicable award agreement (the “2027 Performance-Vesting Option”, and together with the 2027 RSU Award and the 2027 Time-Vesting Option, the “2027 Award” and, together with the CEO Award, the “Equity Awards”).

Timing of Grants: The 2027 Time-Vesting Option and 2027 Performance-Vesting Option will be granted in two portions. The first portion, consisting of 37,962 of the 2027 Time-Vesting Option and 123,659 of the 2027 Performance-Vesting Option (the “First Portion of 2027 Options”), will be granted on the First Grant Date (as defined below). The second portion, consisting of 42,980 of the 2027 Time-Vesting Option and 140,005 of the 2027 Performance-Vesting Option (the “Second Portion of 2027 Options”), will be granted on the Second Grant Date (as defined below). Notwithstanding the grant date of the Second Portion of 2027 Options, the time-vesting schedule and vesting commencement date of the Second Portion of 2027 Options will be measured from the First Grant Date. The grant date of the CEO Time-Vesting Option, CEO Performance-Vesting Option and the First Portion of 2027 Options will be the later of (i) the Start Date (or, if the Start Date is not a trading day, the next trading day) and (ii) the first trading day on which the Company’s insider trading window is open following the public release of the Company’s results for the second fiscal quarter of 2026; provided that each such grant shall be effective as of the close of trading on the applicable date (the “First Grant Date”). The grant date of the CEO RSU Award, 2027 RSU Award and Second Portion of 2027 Options will be January 4, 2027 (or, if not a trading day, the next trading day); provided that each such grant shall be effective as of the close of trading on the applicable date (the “Second Grant Date”).

The grant and vesting of the Equity Awards will be subject, in each case, to your continued employment with the Company through the applicable grant and vesting dates, except as otherwise provided in the applicable award agreement(s), the Severance Agreement or the CIC Agreement, as applicable. The applicable exercise price per share of the CEO Time-Vesting Option, the 2027 Time-Vesting Option, the CEO Performance-Vesting Option and the 2027 Performance-Vesting Option, in each case, will be determined as of the date of grant of the Equity Awards and will be 100% of the fair market value of the Company’s common stock on such date and will be subject to a ten-year term. Notwithstanding anything herein to the contrary, the Equity Awards shall be subject to the terms and conditions of the applicable award agreement(s), provided by the Company, and the Plan.

You will continue to be eligible to participate in the Company’s annual bonus plan for senior executives pursuant to our Corporate Annual Incentive Bonus Program (as may be amended from time to time, or any successor plan or program), subject to the terms and conditions of such program. For fiscal year 2026, your target annual bonus opportunity will be an amount equal to the sum of (i) 100% of the amount of base salary earned by you during the period beginning February 1, 2026 through and including the last day of fiscal year 2026 and (ii) 70% of the amount of base salary earned by you during the period beginning on the first day of fiscal year 2026 through and including January 31, 2026, subject to the successful achievement of corporate and personal goals and

Exhibit 10.1

objectives as determined by the Board (or committee thereof) (the “2026 Annual Bonus”). Beginning in fiscal year 2027, you will have a target bonus equal to 100% of your annual base salary, which will be payable on an annual basis and subject to the successful achievement of corporate and personal goals and objectives as determined by the Board (or committee thereof).

In addition, promptly following the Start Date, the Board shall take all action necessary to increase the size of the Board by one (1) directorship and to appoint you to fill the vacancy so created, such that you shall serve as a member of the Board without additional compensation. Thereafter, so long as you continue to serve as CEO, the Company shall use its commercially reasonable efforts to cause you to continue to serve as a member of the Board without additional compensation; provided, however, that the Company shall not be required to take any action that the Board determines in good faith, after consultation with counsel, would be inconsistent with its fiduciary duties or with applicable law, regulation, or securities exchange listing requirement. Upon the termination of your employment for any reason, you shall be deemed to have automatically resigned, effective as of the date of such termination, from the Board (and from the board of directors or equivalent governing body of any affiliate of the Company on which you then serve). In connection with the foregoing sentence, you agree and acknowledge that you will execute any documents reasonably necessary to effectuate such resignation(s).

By entering into this Agreement, you acknowledge and agree that, (i) except as otherwise set forth herein, this Agreement supersedes the terms of your Prior Offer Letters in their entirety, which shall be of no further force and effect upon the effectiveness of this Agreement, and (ii) your removal as Interim Co-CEO (as defined in the Interim CEO Offer Letter) and appointment as CEO pursuant to this Agreement shall not constitute “Good Reason” under the Severance Agreement or CIC Agreement. For the avoidance of doubt, during the term of your employment as CEO you shall remain eligible for merit increases, benefits and awards under all programs in which you participate pursuant to this Agreement and shall be eligible to participate in benefit plans generally available to senior executives of the Company, in each case, subject to the eligibility of such programs and as may be amended, modified and/or terminated from time to time by the Company.

Notwithstanding the foregoing, your employment with the Company is “at will”, which can be terminated at any time by the Board. This Agreement shall be governed by the governing law and dispute resolution provisions set forth in Sections 7 and 13, respectively, of the Severance Agreement, which are hereby incorporated by reference in addition to Section 3 (Successors and Binding Agreement), Section 4 (No Retention Rights), Section 5 (Notices), Section 6 (Validity), Section 9 (Counterparts), Section 10 (Section 409A), and Section 11 (Withholding) of the Severance Agreement.

By signing this Agreement, both parties agree to be bound by the terms and conditions of this Agreement.

Sincerely,

Signature:

/s/ Neal C. Bradsher

Neal C. Bradsher, Chair of the Board, STAAR Surgical Company

Accepted:

/s/ Warren Foust

Warren Foust

EX-10.2

Filename: staa-ex10_2.htm · Sequence: 3

EX-10.2

Exhibit 10.2

STAAR SURGICAL COMPANY

AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN

STOCK OPTION GRANT NOTICE

STAAR Surgical Company, a Delaware corporation, (the “Company”), pursuant to its Amended and Restated Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, an option to purchase the number of shares of the Company’s Common Stock (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein, as well as in the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement. A Prospectus regarding the Stock is available at https://staarus.sharepoint.com/sites/STAARNET.

For purposes of this Grant Notice and the Agreement, each of the terms “Cause,” “Disability” and “Good Reason” shall have the meaning ascribed to such term in that certain Amended and Restated Severance Agreement by and between the Company and the Participant, dated as of August 4, 2026, as may be amended from time to time.

Participant:

Warren Foust

Grant Date:

August 14, 2026

Vesting Commencement Date:

[August 14, 2026]

Exercise Price per Share:

24.12

Total Number of Shares Subject to the Option:

131,830

Expiration Date:

August 14, 2036

Performance Metric:

Except in the event of a Change in Control (in which case the Stock Price Hurdles (as defined below) shall be measured as set forth below under “Performance Vesting”), the performance metric for this Award is the average of the daily volume weighted average price per share of Stock over sixty (60) consecutive trading days during (and which must fall within) the Performance Period (as defined below) (the “60 Day VWAP”).

Performance Period:

The performance period for this Award is the period beginning on the Grant Date and ending on the earlier to occur of a Change in Control and the ten (10) year anniversary of the Grant Date.

Vesting Tranches:

The Option is divided into three vesting tranches (each, a “Vesting Tranche”), each of which corresponds to one of the Stock Price Hurdles (as defined below) and the number of Shares subject to the Option set forth below in the table under “Performance Vesting”.

Time Vesting:

A portion of the Option shall become time-vested (and shall constitute a “Time-Vested Option”) as to one-third (1/3) of each Vesting Tranche on the twelve (12) month anniversary of the Grant Date, and as to the remaining two-thirds (2/3) of each Vesting Tranche in twenty-four (24) substantially equal monthly installments on each successive monthly anniversary of the Grant Date thereafter, beginning on the thirteen (13) month anniversary of the Grant Date and ending on the thirty-six (36) month anniversary of the Grant Date, on which date 100% of the Option shall be a Time-Vested Option (each such date, a “Time-Vesting Date”), as set forth in the following table.

Time-Vesting Date

Portion of Each Vesting Tranche Eligible to Vest on Such Date

Portion of Total Option Eligible to Vest on Such Date

12-Month Anniversary of the Grant Date

One-third (1/3)

Vesting

Each monthly anniversary of the Grant Date following the 12-Month Anniversary, from the 13-Month Anniversary through the 36-Month Anniversary (24 installments)

One-thirty-sixth (1/36) per installment

Performance Vesting:

Each Vesting Tranche is subject to the achievement of the stock price hurdles set forth below (the “Stock Price Hurdles”), measured based on the 60 Day VWAP of a share of Stock, each of which aligns to a Vesting Tranche, as set forth in the following table.

Vesting Tranche

Number of Shares Subject to the Option

Stock Price Hurdle

41,242

$50.00

43,761

$75.00

46,827

$100.00

A Stock Price Hurdle shall be achieved on the first day during the Performance Period on which the 60 Day VWAP equals or exceeds such Stock Price Hurdle, and upon such achievement the corresponding Vesting Tranche shall become performance vested (and shall constitute a “Performance-Vested Option”).

Notwithstanding anything to the contrary in this Grant Notice or the Agreement, the occurrence of a Change in Control shall end the Performance Period, and whether each Stock Price Hurdle has been achieved shall be measured for the final time as of, and taking into account, the consummation of such Change in Control. For purposes of such final measurement, in lieu of the 60 Day VWAP, the price per share of Stock shall be deemed to equal the value of the total consideration paid or payable in respect of a single share of Stock in connection with the Change in Control (the “Change in Control Price”), as determined by the Administrator in good faith. Any Stock Price Hurdle for which the Change in Control Price equals or exceeds the applicable threshold shall be deemed achieved as of immediately prior to the consummation of the Change in Control, and the corresponding Vesting Tranche shall become a Performance-Vested Option, regardless of whether the trading-based measurement period for such Stock Price Hurdle had otherwise commenced or been completed.

Any Vesting Tranche for which the applicable Stock Price Hurdle has not been achieved (whether prior to or as a result of a Change in Control) on or prior to the last day of the Performance Period will be forfeited by the Participant without payment of any consideration therefor as of the last day of the Performance Period, regardless of the extent to which the time-vesting requirements set forth above have otherwise been satisfied with respect to such Vesting Tranche.

Vested Option:

A portion of the Option shall become vested and exercisable, and shall constitute a “Vested Option”, only if and when (if at all) it is both a Time-Vested Option and a Performance-Vested Option. Any portion of the Option that is only a Time-Vested Option or a Performance-Vested Option shall remain unvested and unexercisable unless and until (if at all) it becomes a Vested Option.

Termination:

If the Participant experiences a Termination of Service for Cause, all of the Option, whether or not vested, will thereupon be automatically forfeited by the Participant without payment of any consideration therefor.

If the Participant experiences a Termination of Service other than for Cause (including due to death or Disability), except as set forth below, any portion of the Option that has not become a Vested Option will thereupon be automatically forfeited by the Participant without payment of any consideration therefor.

Notwithstanding the foregoing, if the Participant experiences a Termination of Service without Cause (other than due to the Participant’s death or Disability) or by the Participant for Good Reason, in either case:

•

days following the date of such Termination of Service (such period, the “Tail Period”). Any portion of the Option that is a Time-Vested Option but has not become a Performance-Vested Option as of the end of the Tail Period shall be automatically forfeited by the Participant without payment of any consideration therefor.

•

On or within twelve (12) months following a Change in Control (a “Qualifying CIC Termination”), then, to the extent the Option is assumed, continued, or substituted in connection with such Change in Control, the Option shall become fully time-vested (and shall constitute a Vested Option) as of the date of such Qualifying CIC Termination.

Type of Option:

PSO

By Participant’s acceptance of this grant, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement, and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator regarding any questions relating to the Plan, this Grant Notice or the Agreement.

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STAAR SURGICAL COMPANY STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, STAAR Surgical Company, a Delaware corporation (the “Company”), has granted to Participant an Option under the Company’s Amended and Restated Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), to purchase the number of shares of Stock indicated in the Grant Notice.

ARTICLE 1.

GENERAL

1.1

Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

1.2

Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE 2.

GRANT OF OPTION

2.1

Grant of Option. In consideration of Participant’s past and/or continued employment with or service to the Company or any Affiliate and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided in Section 12.2 of the Plan. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

2.2

Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and Participant is a Greater Than 10% Stockholder as of the Grant Date, the exercise price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.

2.3

Consideration to the Company. In consideration of the grant of the Option by the Company, Participant agrees to render faithful and efficient services to the Company or any Affiliate. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant.

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ARTICLE 3.

PERIOD OF EXERCISABILITY

3.1

Commencement of Exercisability.

(a)

Subject to Sections 3.2, 3.3, 5.11 and 5.17 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b)

No portion of the Option which has not become a Vested Option at the date of Participant’s Termination of Service shall thereafter become a Vested Option, except as provided in the “Termination” section of the Grant Notice, otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant.

(c)

Notwithstanding Section 3.1(a) hereof, but subject to Section 3.1(b) hereof and the Grant Notice, in the event of a Change in Control the Option shall be treated pursuant to Section 12.2 of the Plan.

3.2

Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes a Vested Option pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof.

3.3

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a)

The Expiration Date set forth in the Grant Notice, which shall in no event be more than ten (10) years from the Grant Date;

(b)

The expiration of ninety (90) days from the date of Participant’s Termination of Service, unless such termination occurs by reason of Participant’s death or Disability or in the event of a Qualifying CIC Termination; or

(c)

The expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or Disability or in the event of a Qualifying CIC Termination.

3.4

Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option (if applicable), are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. Participant also acknowledges that an Incentive Stock Option exercised more than three (3) months after Participant’s Termination of Service, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

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3.5

Tax Indemnity.

(a)

Participant agrees to indemnify and keep indemnified the Company, any Affiliate and Participant’s employing company, if different, from and against any liability for or obligation to pay any Tax Liability (a “Tax Liability” being any liability for income tax, withholding tax and any other employment related taxes or social security contributions in any jurisdiction) that is attributable to (1) the grant or exercise of, or any benefit derived by Participant from, the Option, (2) the acquisition by Participant of the Stock on exercise of the Option or (3) the disposal of any Stock.

(b)

The Option cannot be exercised until Participant has made such arrangements as the Company may require for the satisfaction of any Tax Liability that may arise in connection with the exercise of the Option and/or the acquisition of the Stock by Participant. The Company shall not be required to issue, allot or transfer Stock until Participant has satisfied this obligation.

(c)

Participant hereby acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Liabilities in connection with any aspect of the Option and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of any Award, including the Option, to reduce or eliminate Participant’s liability for Tax Liabilities or achieve any particular tax result. Furthermore, if Participant becomes subject to tax in more than one jurisdiction between the date of grant of an Award, including the Option, and the date of any relevant taxable event, Participant acknowledges that the Company may be required to withhold or account for Tax Liabilities in more than one jurisdiction.

ARTICLE 4.

EXERCISE OF OPTION

4.1

Person Eligible to Exercise. Except as provided in Section 5.3 hereof, during the lifetime of Participant, only Participant may exercise the Option or any portion thereof, unless it has been disposed of pursuant to a DRO. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by the deceased Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

4.2

Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof. However, the Option shall not be exercisable with respect to fractional shares of Stock.

4.3

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company; for the avoidance of doubt, delivery shall include electronic delivery), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:

(a)

An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator. The notice shall be signed by Participant or other person then entitled to exercise the Option or such portion of the Option;

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(b)

The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which shall be made by deduction from other compensation payable to Participant or in such other form of consideration permitted under Section 4.4 hereof that is acceptable to the Company;

(c)

Any other written representations or documents as may be required in the Administrator’s sole discretion to evidence compliance with the Securities Act, the Exchange Act or any other applicable law, rule or regulation; and

(d)

In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4

Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant:

(a)

Cash or check;

(b)

With the consent of the Administrator, surrender of shares of Stock (including, without limitation, shares of Stock otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or

(c)

Other legal consideration acceptable to the Administrator (including, without limitation, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale).

4.5

Conditions to Issuance of Stock. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the conditions in Section 10.4 of the Plan and the following conditions:

(a)

The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

(b)

The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

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(c)

The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)

The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof; and

(e)

The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.6

Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until such shares of Stock shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Stock are issued, except as provided in Section 12.2 of the Plan.

ARTICLE 5.

OTHER PROVISIONS

5.1

Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

5.2

Whole Shares. The Option may only be exercised for whole shares of Stock.

5.3

Option Not Transferable.

(a)

Subject to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the Option has been exercised and the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until the Option has been exercised, and any attempted disposition thereof prior to exercise shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

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(b)

During the lifetime of Participant, only Participant may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of Participant, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then-applicable laws of descent and distribution.

(c)

Notwithstanding any other provision in this Agreement, Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of Participant and to receive any distribution with respect to the Option upon Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and this Agreement, except to the extent the Plan and this Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than Participant’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50% of Participant’s interest in the Option shall not be effective without the prior written consent of Participant’s spouse or domestic partner. If no beneficiary has been designated or survives Participant, payment shall be made to the person entitled thereto pursuant to Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by Participant at any time provided the change or revocation is filed with the Administrator prior to Participant’s death.

5.4

Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of the grant, vesting and/or exercise of the Option, and/or with the purchase or disposition of the shares of Stock subject to the Option. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of such shares of Stock and that Participant is not relying on the Company for any tax advice.

5.5

Binding Agreement. Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

5.6

Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the Option in such circumstances as it, in its sole discretion and consistent with the Plan, may determine. In addition, upon the occurrence of certain events relating to the Stock contemplated by Section 12.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Stock), the Administrator shall make such adjustments the Administrator deems appropriate in the number of shares of Stock subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the Option. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 12.2 of the Plan.

5.7

Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 5.7, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.7. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

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5.8

Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.9

Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.10

Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all Applicable Law and regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such Applicable Law. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such Applicable Law.

5.11

Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of Participant.

5.12

Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.3 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

5.13

Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the Grant Date with respect to such shares of Stock or (b) within one (1) year after the transfer of such shares of Stock to Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

5.14

Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

5.15

Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to serve as an employee or other service provider of the Company or any of its Affiliates or interfere with or restrict in any way with the right of the Company or any of its Affiliates, which rights are hereby expressly reserved, to discharge or to terminate for any reason whatsoever, with or without cause, the services of Participant’s at any time.

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5.16

Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.17

Section 409A. This Option is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement (or any Exhibits hereto), if at any time the Administrator determines that the Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement (or any Exhibits hereto), or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

5.18

Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Stock as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof.

5.19

Consent to Personal Data Processing and Transfer. By acceptance of this Option, Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below. The Company, its parents, its Subsidiaries and the Participant’s employer (all together, the “Company Entities”), hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, employment history and status, salary, nationality, job title, and any equity compensation grants or Shares awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Company Entities will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Company Entities may also make the Data available to public authorities where required under locally applicable law. These recipients may be located in the United States, the European Economic Area, the United Kingdom, Asia or elsewhere, which Participant separately and expressly consents to, accepting that outside the Participant’s location, data protection laws may not be as protective as within. The third parties are currently assisting the Company in the implementation, administration and management of the Plan. However, from time to time and without notice, the Company Entities may retain additional or different third parties for any of the purposes mentioned. Participant hereby authorizes the Company Entities and all such third parties to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of Participant to a third party with whom Participant may have elected to have payment made pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company through its local H.R. Director; however, withdrawing the consent may affect Participant’s ability to participate in the Plan and receive the benefits intended by this Option. Data will only be held as long as necessary to implement, administer and manage the Participant’s participation in the Plan and any subsequent claims or rights.

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5.20

Rules Particular To Specific Countries.

(a)

Generally. Participant shall, if required by the Administrator, enter into an election with the Company or an Affiliate (in a form approved by the Company) under which any liability to the Company’s (or an Affiliate’s) Tax Liability, including, but not limited to, National Insurance Contributions (“NICs”) and the Fringe Benefit Tax (“FBT”), is transferred to and met by Participant. For purposes of this Section 5.20, Tax Liability shall mean any and all liability under applicable non-U.S. laws, rules or regulations from any income tax, the Company’s (or an Affiliate’s) NICs, FBT or similar liability and Participant’s NICs, FBT or similar liability that are attributable to: (A) the grant or exercise of, or any other benefit derived by Participant from the Option; (B) the acquisition by Participant of the shares of Stock on exercise of the Option; or (C) the disposal of any shares of Stock acquired upon exercise of the Option.

(b)

Tax Indemnity. Participant shall indemnify and keep indemnified the Company and any of its Affiliates from and against any Tax Liability.

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EX-10.3

Filename: staa-ex10_3.htm · Sequence: 4

EX-10.3

Exhibit 10.3

STAAR SURGICAL COMPANY

AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN

STOCK OPTION GRANT NOTICE

Participant:

Warren Foust

Grant Date:

August 14, 2026

Vesting Commencement Date:

[August 14, 2026]

Exercise Price per Share:

24.12

Total Number of Shares Subject to the Option:

123,659

Expiration Date:

August 14, 2036

Performance Metric:

Performance Period:

The performance period for this Award is the period beginning on the Grant Date and ending on the earlier to occur of a Change in Control and the ten (10) year anniversary of the Grant Date.

Vesting Tranches:

Vesting

Time Vesting:

A portion of the Option shall become time-vested (and shall constitute a “Time-Vested Option”) as to one-third (1/3) of each Vesting Tranche on the eighteen (18) month anniversary of the Grant Date, and as to the remaining two-thirds (2/3) of each Vesting Tranche in twenty-four (24) substantially equal monthly installments on each successive monthly anniversary of the Grant Date thereafter, beginning on the nineteenth (19) month anniversary of the Grant Date and ending on the forty-two (42) month anniversary of the Grant Date, on which date 100% of the Option shall be a Time-Vested Option (each such date, a “Time-Vesting Date”), as set forth in the following table.

Time-Vesting Date

Portion of Each

Vesting Tranche

Eligible to Vest on

Such Date

Portion of Total

Option Eligible to

Vest on Such Date

18-Month

Anniversary of the

Grant Date

One-third (1/3)

Each monthly

anniversary of the

Grant Date

following the 18-

Month Anniversary,

from the 19-Month

Anniversary through

the 42-Month

Anniversary

(24 installments)

One-thirty-sixth

(1/36) per installment

One-thirty-sixth

(1/36) per installment

Performance Vesting:

Vesting Tranche

Number of Shares

Subject to the Option

Stock Price Hurdle

38,686

$50.00

41,048

$75.00

43,925

$100.00

Vested Option:

Termination:

•

Prior to a Change in Control, then any portion of the Option that is a Time-Vested Option as of the date of such Termination of Service shall remain outstanding and eligible to become a Performance-Vested Option until the earlier to occur of (i) a Change in Control and (ii) the date that is ninety (90) days following the date of such Termination of Service (such period, the “Tail Period”). Any portion of the Option that is a Time-Vested Option but has not become a Performance-Vested Option as of the end of the Tail Period shall be automatically forfeited by the Participant without payment of any consideration therefor.

•

Type of Option:

PSO

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STAAR SURGICAL COMPANY STOCK OPTION AGREEMENT

ARTICLE 1.

GENERAL

1.1.

1.2.

ARTICLE 2.

GRANT OF OPTION

2.1.

2.2.

2.3.

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ARTICLE 3.

PERIOD OF EXERCISABILITY

3.1

Commencement of Exercisability.

(a)

Subject to Sections 3.2, 3.3, 5.11 and 5.17 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b)

(c)

Notwithstanding Section 3.1(a) hereof, but subject to Section 3.1(b) hereof and the Grant Notice, in the event of a Change in Control the Option shall be treated pursuant to Section 12.2 of the Plan.

3.2

3.3

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a)

The Expiration Date set forth in the Grant Notice, which shall in no event be more than ten (10) years from the Grant Date;

(b)

(c)

The expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or Disability or in the event of a Qualifying CIC Termination.

3.4

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3.5

Tax Indemnity.

(a)

(b)

(c)

ARTICLE 4.

EXERCISE OF OPTION

4.1

4.2

4.3

(a)

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(b)

(c)

(d)

4.4

Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant:

(a)

Cash or check;

(b)

(c)

4.5

(a)

The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

(b)

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(c)

The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)

(e)

The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.6

ARTICLE 5.

OTHER PROVISIONS

5.1

5.2

Whole Shares. The Option may only be exercised for whole shares of Stock.

5.3

Option Not Transferable.

(a)

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(b)

(c)

5.4

5.5

5.6

5.7

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5.8

Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.9

5.10

5.11

5.12

5.13

5.14

5.15

5.16

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5.17

5.18

5.19

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5.20

Rules Particular To Specific Countries.

(a)

(b)

Tax Indemnity. Participant shall indemnify and keep indemnified the Company and any of its Affiliates from and against any Tax Liability.

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EX-10.4

Filename: staa-ex10_4.htm · Sequence: 5

EX-10.4

Exhibit 10.4

STAAR SURGICAL COMPANY

AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN

STOCK OPTION GRANT NOTICE

Participant:

Deborah Andrews

Grant Date:

August 14, 2026

Vesting Commencement Date:

[August 14, 2026]

Exercise Price per Share:

24.12

Total Number of Shares Subject to the Option:

29,159

Expiration Date:

August 14, 2036

Performance Metric:

Performance Period:

The performance period for this Award is the period beginning on the Grant Date and ending on the earlier to occur of a Change in Control and the ten (10) year anniversary of the Grant Date.

Vesting Tranches:

Vesting

Time Vesting:

Time-Vesting Date

Portion of Each

Vesting Tranche

Eligible to Vest on

Such Date

Portion of Total

Option Eligible to

Vest on Such Date

12-Month

Anniversary of the

Grant Date

One-third (1/3)

Each monthly

anniversary of the

Grant Date

following the 12-

Month Anniversary,

from the 13-Month

Anniversary through

the 36-Month

Anniversary

(24 installments)

One-thirty-sixth

(1/36) per installment

One-thirty-sixth

(1/36) per installment

Performance Vesting:

Vesting Tranche

Number of Shares

Subject to the Option

Stock Price Hurdle

9,122

$50.00

9,679

$75.00

10,358

$100.00

Vested Option:

Termination:

•

Type of Option:

PSO

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STAAR SURGICAL COMPANY STOCK OPTION AGREEMENT

ARTICLE 1.

GENERAL

1.1.

1.2.

ARTICLE 2.

GRANT OF OPTION

2.1.

2.2.

2.3.

A-1

ARTICLE 3.

PERIOD OF EXERCISABILITY

3.1.

Commencement of Exercisability.

(a)

Subject to Sections 3.2, 3.3, 5.11 and 5.17 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b)

(c)

Notwithstanding Section 3.1(a) hereof, but subject to Section 3.1(b) hereof and the Grant Notice, in the event of a Change in Control the Option shall be treated pursuant to Section 12.2 of the Plan.

3.2.

3.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a)

The Expiration Date set forth in the Grant Notice, which shall in no event be more than ten (10) years from the Grant Date;

(b)

(c)

The expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or Disability or in the event of a Qualifying CIC Termination.

3.4.

A-2

3.5.

Tax Indemnity.

(a)

(b)

(c)

ARTICLE 4.

EXERCISE OF OPTION

4.1.

4.2.

4.3.

(a)

A-3

(b)

(c)

(d)

4.4.

Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant:

(a)

Cash or check;

(b)

(c)

4.5.

(a)

The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

(b)

A-4

(c)

The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)

(e)

The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.6.

ARTICLE 5.

OTHER PROVISIONS

5.1.

5.2.

Whole Shares. The Option may only be exercised for whole shares of Stock.

5.3.

Option Not Transferable.

(a)

A-5

(b)

(c)

5.4.

5.5.

5.6.

5.7.

A-6

5.8.

Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.9.

5.10.

5.11.

5.12.

5.13.

5.14.

5.15.

A-7

5.16.

5.17.

5.18.

5.19.

A-8

5.20.

Rules Particular To Specific Countries.

(a)

(b)

Tax Indemnity. Participant shall indemnify and keep indemnified the Company and any of its Affiliates from and against any Tax Liability.

* * * * *

A-9

EX-99.1

Filename: staa-ex99_1.htm · Sequence: 6

EX-99.1

Exhibit 99.1

August 4, 2026

STAAR Surgical Appoints Warren Foust as President and Chief Executive Officer

Deborah Andrews appointed Executive Vice President and Chief Financial Officer

LAKE FOREST, Calif.--(BUSINESS WIRE)-- STAAR Surgical Company ("STAAR" or the "Company") (NASDAQ: STAA), the global leader in phakic IOLs with the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction, today announced that following an extensive global search, its Board of Directors (the "Board") has appointed Warren Foust as President and Chief Executive Officer and a new member of the Board of Directors, effective August 4, 2026. Mr. Foust joined STAAR in April 2023 and has served as President and Chief Operating Officer since March 2025 and as Interim Co-CEO, President & Chief Operating Officer since February 2026. Deborah Andrews, who has served since February as Interim Co-CEO alongside Mr. Foust, effective August 4, 2026 will serve as Executive Vice President. She will also continue to serve as Chief Financial Officer. The Company remains focused on helping its customers to provide visual freedom for patients while delivering on its three principal strategy pillars: revenue growth, profit expansion, and innovation acceleration.

Neal C. Bradsher, Board Chair, said “After a rigorous global search, it is clear that Warren is the right leader to take STAAR forward. He brings exceptional judgment, operational discipline, and a clear focus on change and innovation. His genuine connection to our mission and people, along with his vision for the surgeons and patients we serve, position him to deliver sustainable, long-term value for shareholders, and the Board looks forward to what STAAR will achieve under his leadership. We also want to recognize Deborah Andrews — her leadership as Interim Co-CEO was exemplary, and we're delighted she continues in an expanded role as EVP and CFO.”

Mr. Foust said, "I'm honored by the Board's confidence and excited to get to work. STAAR is defining the future of refractive surgery — leading the industry shift from corneal tissue ablation to preservation, with more than four million lenses sold, eighty-five countries served, thirty years of proven safety and efficacy, and consistent EVO share gains globally. With half the world projected to be myopic by 2050, our market opportunity continues to compound.

“We have just completed the strongest first half in our Company’s history, marked by robust year-over-year growth, increasing profitability, and accelerating market share momentum. Our sequential growth in China — without inventory accumulation —reflects continued share gains, the success of our EVO+ launch, and favorable ASP tailwinds from an improving product mix. Over time, our innovation agenda will transform STAAR into a multi-product company and expand our global scale. We have the right technology, the right team, and a compelling long-term opportunity. This is only the beginning.”

Ms. Andrews added, "It has been an honor and a privilege to serve alongside Warren as Co-CEO during this important period of transition. I have seen firsthand his leadership qualities, his commitment to our people, and his clarity of vision for STAAR's future. I look forward to continuing to serve as CFO and to serving in my new role as EVP, as well as to continuing to work closely with Warren as he leads our company into its next chapter."

About Warren Foust

Mr. Foust joined STAAR in April 2023 as Chief Operating Officer and was appointed President and Chief Operating Officer in March 2025. He was named Interim Co-Chief Executive Officer in February 2026. In these roles, Mr. Foust has overseen research and development, global sales, marketing, manufacturing, and operations, leading the Company through a successful operational reset and return to profitable growth. Previously, he held senior leadership roles at Johnson & Johnson, including Worldwide President of Surgical Vision and Worldwide President of Mentor, along with earlier roles at DePuy Synthes, Aventis Pharmaceuticals and Roche Pharmaceuticals.

Mr. Foust serves on a variety of boards and advisory councils including the Ophthalmology Foundation, Gavin Herbert Eye Institute, Octane, ASCRS Industry Relations, AECOS North America, and the Board of Visitors for the University of Alabama. He holds both a master's degree and a bachelor's degree from the University of Alabama.

About Deborah Andrews

Ms. Andrews rejoined STAAR in March 2025 as Interim Chief Financial Officer and was appointed Chief Financial Officer in June 2025. She was named Interim Co-Chief Executive Officer in February 2026. In her role as CFO, Ms. Andrews oversees STAAR’s finance, accounting, and internal audit functions, as well as information technology and investor relations. Since April 2014, Ms. Andrews has served on the Board of Directors of Lineage Cell Therapeutics, a clinical-stage biotechnology company focused in the field of regenerative medicine. She currently serves as its Audit Committee Chair and has previously served as its Compensation Committee Chair. Ms. Andrews served in various accounting and finance leadership roles at STAAR from 1995 until her retirement in 2020, including twice as Chief Financial Officer from September 2017 until June 2020, and from 2005 to 2013. Ms. Andrews spent three years from 1991 to 1994 as a Senior Accountant for KPMG. Ms. Andrews holds a bachelor’s degree from California State University at San Bernardino.

About STAAR Surgical

STAAR Surgical (NASDAQ: STAA) is the global leader in implantable phakic intraocular lenses, a vision correction solution that reduces or eliminates the need for glasses or contact lenses. Since 1982, STAAR has been dedicated solely to ophthalmic surgery, and for over 30 years, STAAR has been designing, developing, manufacturing, and marketing advanced Implantable Collamer® Lenses (ICLs), using its proprietary biocompatible Collamer material. STAAR ICLs are clinically proven to deliver safe long-term vision correction without removing corneal tissue or the eye's natural crystalline lens. Its EVO ICL™ product line provides visual freedom through a quick, minimally invasive procedure. STAAR has sold more than 4 million ICLs in over 85 countries. Headquartered in Lake Forest, California, the company operates research, development, manufacturing, and packaging facilities in California and Switzerland. For more information about ICL, visit www.discoverICL.com. To learn more about STAAR, visit www.staar.com.

We intend to use our website as a means of disclosing material non-public information about the Company and for complying with Regulation FD. Such disclosures will be included on our website in the ‘Investor Relations’ sections at investors.staar.com. Accordingly, investors should monitor such portion of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the Email Alerts section at investors.staar.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often contain words such as “anticipate,” “believe,” “expect,” “plan,” “estimate,” “project,” “continue,” “will,” “should,” “may,” and similar terms. All statements in this press release that are not statements of historical fact are forward-looking statements. These forward-looking statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: our ability to grow and generate profit; our reliance on independent distributors in international markets; a slowdown or disruption to the Chinese economy; global economic and geopolitical conditions; disruptions in our supply chain; fluctuations in foreign currency exchange rates; international trade disputes (including involving tariffs) and substantial dependence on demand from Asia; changes in effective tax rate or tax laws; any loss of use of our principal manufacturing facility; competition; potential losses due to product liability claims; our exposure to environmental liability; data corruption, cyber-based attacks or network security breaches and/or noncompliance with data protection and privacy regulations; acquisitions of new technologies; climate changes; the willingness of surgeons and patients to adopt a new or improved product and procedure; extensive clinical trials and resources devoted to research and development; compliance with government regulations; the discretion of regulatory agencies to approve or reject existing, new or improved products, or to require additional actions before or after approval, or to take enforcement action; laws pertaining to healthcare fraud and abuse; changes in FDA or international regulations related to product approval; product recalls or failures; and other important factors set forth in the Company’s Annual Report on Form 10-K for the year ended January 2, 2026 under the caption “Risk Factors,” which is filed with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Information” section of the Company’s website under the heading “SEC Filings,” as any such factors may be updated from time to time in the Company’s other filings with the SEC.

Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:

Investor/Media Contact:

ir@staar.com

Connie Johnson

cjohnson@staar.com

(626) 303-7902 (ext. 2207)

Asia Investor/Media Contact:

Niko Liu, CFA

nliu@staar.com

United States: (626) 303-7902 (ext. 3023)

Hong Kong: +852 6092-5076

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