8-K

 

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): November 27, 2008

STAAR Surgical Company
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-11634	95-3797439
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1911 Walker Ave, Monrovia, California		91016
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 626-303-7902

Not Applicable
______________________________________________
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))

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

Effective on November 27, 2008, the Company entered into Amendment No. 1 (the "Amendment") to the Executive Employment Agreement between the Company and Barry Caldwell, its President and Chief Executive Officer, dated November 27, 2007 the "Original Agreement"). The Original Agreement provides that if it is renewed, $100,000 of the annual compensation paid to Mr. Caldwell would be paid in the form of stock on, or as close as practicable to, the anniversary of the effective date of the Original Agreement (the "Renewal Date"). To accurately reflect the original intent of the Board of Directors (the "Board") and Mr. Caldwell, the Amendment modifies the Original Agreement so that all of Mr. Caldwell's annual base compensation is payable to him in cash, but that prior to any annual renewal of the Agreement Mr. Caldwell may elect to receive instead a portion of that compensation in the form of restricted stock to be priced on the date of election and issued on, or as soon as practicable after, the Renewal Date. The election to receive a portion of base compensation in stock is to be made on the date of the first regularly scheduled meeting of the Board of Directors following the Company's filing of its quarterly report on Form 10-Q for the third fiscal quarter.

At the regularly scheduled meeting of the Board of Directors and Compensation Committee (the "Committee") on November 14, 2008, the Board and the Committee approved the terms of the foregoing modification, and Mr. Caldwell elected to receive $100,000 (25%) of his base compensation in restricted shares of common stock during the annual renewal term of the Agreement commencing on the 2008 Renewal Date (November 27, 2008). The shares will vest in twelve equal installments during the renewal term. The Board and the Committee approved the issuance of restricted shares subject to Mr. Caldwell's continued service on the 2008 Renewal Date and subject to Mr. Caldwell and the Company having entered into the Amendment.

The foregoing summary is qualifi ed in its entirety by the complete text of the Amendment, which is attached to this Report as Exhibit 10.70 and incorporated herein by this reference.

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
December 3, 2008	By:	/s/Barry G. Caldwell
		Name: Barry G. Caldwell
		Title: President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
10.70	Amendment No. 1 to Executive Employment Agreement between the Company and Barry G. Caldwell dated November 27, 2008.

EX-10.70

AMENDMENT NO.1 TO EXECUTIVE EMPLOYMENT AGREEMENT

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

RECITALS

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

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

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

AGREEMENT

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

“3.1 Base Compensation.

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

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

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

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

with the following words:

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

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

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

with the following words:

“Base Salary in effect on the Termination Date.”

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

The next page is the signature page.

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

EXECUTIVE EMPLOYEE

/s/ Barry G. Caldwell

Barry G. Caldwell

STAAR SURGICAL COMPANY

/s/ Charles Kaufman
Charles Kaufman
Vice President and Secretary