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): January 11, 2010

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.

Compensatory Arrangements of Certain Officers

On January 11, 2010 the Company and its Chief Executive Officer, Barry Caldwell, entered into Amendment No. 1 to the Amended and Restated Executive Employment Agreement dated December 31, 2008 (the "Amendment").

The Amended and Restated Executive Employment Agreement (the "Original Agreement") has provided, until December 31, 2009, reimbursement for an apartment in the vicinity of the Company’s offices until such time as Mr. Caldwell relocates his principal residence from the Fort Worth, Texas area to Southern California. This has assisted Mr. Caldwell in devoting his full-time efforts to the management of the Company. The Original Agreement also reimbursed two round-trips from California to Fort Worth each month. Because extraordinarily difficult conditions have prevailed in the housing market since the time Mr. Caldwell joined the Company, the Company entered into the Amendment to extend the availability of housing and travel reimburs ement while relocation of his principal residence remains pending, through December 31, 2010 at its current level, and at 50% of that level through December 31, 2011.

The foregoing summary is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed with this report as Exhibit 10.82 and which is incorporated in this report 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
January 15, 2010	By:	/s/ Deborah Andrews
		Name: Deborah Andrews
		Title: Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.82	Amendment No. 1 to Amended and Restated Executive Employment Agreement

EX-10.82

AMENDMENT NO.1
TO
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment No. 1 to Amended and Restated Executive Employment Agreement (this “Amendment”) is made as of the 11th day of January, 2010, 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 Amended and Restated Executive Employment Agreement dated December 31, 2008 (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. The Agreement provides reiumbursement for an apartment in the vicinity of STAAR’s offices until such time as the Executive relocates his principal residence from the Fort Worth, Texas area to Southern California, which has assisted the Excutive in devoting his full-time efforts to the management of STAAR.

C. Due to extraordinarily difficult conditions in the housing market since the Executive joined STAAR, it has not been practicable for the Executive to relocate his principal residence.

D. The parties wish to modify the terms of the Agreement to extend the availability of reimbursement for an apartment in the vicinity of STAAR for a limited period, pending relocation of the Executive’s principal residence, on the terms and conditions set forth below.

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 3.5(a) of the Agreement is hereby replaced and restated in its entirety as follows:

“(a) Subject to Section 3.5(c) below, until such time as the Executive may relocate his principal residence to the vicinity of STAAR’s offices, STAAR will (i) during the 2010 calendar year reimburse the Executive for the cost of a serviced executive apartment in the vicinity of STAAR’s offices and pay for two round trips each month between California and Fort Worth, Texas for either the Executive or his spouse; and (ii) during the 2011 calendar year reimburse the Executive for 50% of such cost and pay for one such round trip each month.”

2. Section 3.5(c)(i) of the Agreement is hereby replaced and restated in its entirety as followsis hereby amended by replacing the words:

“(i) The eligible expenses or in-kind benefits provided for in clause (i) of Section 3.5(a) must be incurred or provided in the 2010 calendar year and the eligible expenses or in-kind benefits provided for in clause (ii) of Section 3.5(a) must be incurred or provided in the 2011 calendar year . All other eligible expenses or in-kind benefits provided for in this Section 3.5 must have been incurred or provided during the 2009 calendar year. All other eligible expenses or in-kind benefits provided for in this Agreement must be incurred or provided during the Term.”

3. 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.

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

EXECUTIVE EMPLOYEE

/s/ Barry G. Caldwell
Barry G. Caldwell

STAAR SURGICAL COMPANY

/s/Deborah Andrews
Deborah Andrews
Vice President and Chief Financial Officer