STOCK OPTION CERTIFICATE
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This Stock Option Certificate is entered into between STAAR Surgical
Company, a Delaware corporation (the "Company"), whose principal executive
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office is located at 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and XXXXXXX
X. XXXXXXX (the "Recipient") whose address is 00 Xxxxxxxx Xxx, Xxxxxxx, Near
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Colchester, Essex, CO6 4LG, United Kingdom, pursuant to that certain 1998 STAAR
Surgical Company Stock Plan (the "Plan") adopted by the Board of Directors on
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April 17, 1998 and approved by the shareholders on May 29, 1998.
1. Grant of Option. Subject to the terms and conditions included herein,
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this Stock Option Certificate certifies that the Company has granted to the
Recipient, pursuant to the terms of the Plan, an option (the "Option") to
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purchase, in whole or in part, One Hundred Thousand (100,000) shares of the
Company's voting common stock, par value $.01 (the "Common Stock") (collectively
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and severally, the "Option Shares"), at the price of Four dollars and
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Eighty-three cents ($ 4.83) per Option Share (the "Option Price"). The date of
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this grant is: June 30, 2001, (the "Grant Date").
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2. Plan; Plan Summary. The Recipient's rights to purchase the Option Shares
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are governed by the Plan, the terms of which are incorporated herein by this
reference.
3. Character of Option. This Option is [_] a Non-Qualified Option or [X]
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an Incentive Option.
4. Capacity of Recipient. This Option is granted to the Recipient in the
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Recipient's capacity as (i) [X] an employee, (ii) [_] a director,or (iii) [_]
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a consultant.
5. Expiration of Option. Subject to the terms and conditions set forth in
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this Stock Option Certificate and in the Plan, the right to exercise the Options
granted by this Stock Option Certificate shall expire and be null and void and
of no further force or effect to the extent not exercised by 5:00 p.m. Pacific
Time, on the 30th day of June, 2006 (the "Option Expiration Date").
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6. Exercise Vesting Conditions. The Option is (i) [_] fully vested upon
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date of grant, or (ii) [X] subject to the following vesting schedule as well as
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based upon Recipient's continued performance of services in the capacity
hereinabove indicated:
Cumulative Vested
Percentage of
Date Shares
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June 30, 2002 33 1/3%
June 30, 2003 66 2/3%
June 30, 2004 100.0%
The above vesting schedule will be accelerated according to the Recipient's
achievement of certain goals
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and objectives to be determined at a later date. A summary of the milestones
will be attached to this agreement and will have the same force and effect as if
the milestones were stated herein.
7. Manner of Exercise and Payment. This Option shall be exercised by
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delivery of this Option Certificate to the Secretary of the Company, together
with:
(a) A Consent of Spouse (as such consent is defined in the Plan) from
the spouse of the Recipient, if any, duly signed by such spouse; and
(b) Full payment for the Option Shares to be purchased in goods funds
(in U.S. dollars) by cash or check or through a "same day sale" commitment
from the Recipient and a broker-dealer that is a member of the National
Association of Securities Dealers (an "NASD Dealer") whereby the Recipient
irrevocably elects to exercise the Option and to sell a portion of the
Option Shares so purchased to pay for the Option Price, and whereby the
NASD Dealer irrevocably commits upon receipt of such Option Shares to
forward the Option Price directly to the Company.
8. Forfeiture; Vesting Conditions.This Option (i)[_] will be fully vested
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upon date of grant, or (ii) [X] will be subject to Article V, Section 5.05 and
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Article X of the Plan, inasmuch as the Option will be subject to: (A) the
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vesting schedule set forth above and (B) the special rules regulating vesting
and forfeiture on Termination of Recipient.
9. Recipient's Representations. The Recipient represents that the Recipient
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has received a Section 10(a) Prospectus, which explains the administration and
operation of the Plan, and has received a copy of the Plan.
10. Miscellaneous.
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(a) Preparation of Stock Option Certificate. This Stock Option
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Certificate was prepared by the Company or its legal counsel solely on behalf of
the Company. It is acknowledged by the Recipient that he or she was not
represented by the Company or any of its officers, directors, employees or
agents (including the Company's legal counsel) in connection with the
transaction contemplated by this Stock Option Certificate, and that the
Recipient had separate and independent advice of counsel. In light of the
foregoing it is acknowledged by the Recipient that the Company shall not be
construed to be solely responsible for the drafting hereof, and that any
ambiguity in the Plan or this Stock Option Certificate, or the interpretation
thereof or hereof, shall not be construed against the Company as the alleged
draftsman of this Stock Option Certificate.
(b) Interpretation.
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(i) Entire Agreement/No Collateral Representations. The Recipient
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acknowledges and agrees that this Stock Option Certificate, together with and
subject to the Plan: (1) is the final, complete and exclusive statement of the
agreement of the parties with respect to the subject matter hereof, (2)
supersedes any prior or contemporaneous agreements or understandings of any
kind, oral or
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written (collectively and severally, the "prior agreements"), and that any such
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prior agreements are of no force or effect except as expressly set forth herein;
and (3) may not be varied, supplemented or contradicted by evidence of prior
agreements, or by evidence of subsequent oral agreements.
(ii) Amendment; Waiver. Except as expressly otherwise provided
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herein, neither this Stock Option Certificate nor any of its terms may be
amended, supplemented, discharged or terminated (other than by performance),
except as provided in the Plan or by a written instrument or instruments signed
by all of the parties to this Stock Option Certificate. No waiver of any acts or
obligations hereunder shall be effective unless such waiver shall be in a
written instrument or instruments signed by each party claimed to have given or
consented to such waiver and each party affected by such waiver.
(iii) Severability. If any term or provision of this Stock Option
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Certificate or the application thereof to any person or circumstance shall, to
any extent, be determined to be invalid, illegal or unenforceable under present
or future laws effective during the term of this Stock Option Certificate, then,
and in that event: (A) the performance of the offending term or provision (but
only to the extent its application is invalid, illegal or unenforceable) shall
be excused as if it had never been incorporated into this Stock Option
Certificate, and, in lieu of such excused provision, there shall be added a
provision as similar in terms and amount to such excused provision as may be
possible and be legal, valid and enforceable, and (B) the remaining part of this
Stock Option Certificate (including the application of the offending term or
provision to persons or circumstances other than those as to which it is held
invalid, illegal or unenforceable) shall not be affected thereby and shall
continue in full force and effect to the fullest extent provided by law.
(c) Enforcement. This Stock Option Certificate and the rights and
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remedies of each party arising out of or relating to this Stock Option
Certificate shall be solely governed in accordance with the laws (without regard
to the conflicts of law principles thereof) of the state of Delaware.
(d) Successors and Assigns. The Recipient may not assign his rights or
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benefits or delegate any of his duties or obligations under this Stock Option
Certificate, in whole or in part, without the prior written consent of the
Company, except pursuant to the terms of the Plan. Subject to the foregoing, all
of the representations, warranties, covenants, conditions and provisions of this
Stock Option Certificate shall be binding upon and shall inure to the benefit of
each party and such party's respective successors and permitted assigns,
spouses, heirs, executors, administrators, and personal and legal
representatives.
(e) Notices. Unless otherwise specifically provided in this Stock
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Option Certificate, all notices, demands, requests, consents, approvals or other
communications (collectively and severally called "notices") required or
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permitted to be given hereunder, or which are given with respect to this Stock
Option Certificate, shall be in writing, and shall be given by: (A) personal
delivery (which form of notice shall be deemed to have been given upon
delivery), (B) by telegraph or by private airborne/overnight delivery service
(which forms of notice shall be deemed to have been given upon confirmed
delivery by the delivery agency), (C) by electronic or facsimile or telephonic
transmission, provided the receiving party has a compatible device or confirms
receipt thereof (which forms of notice shall be deemed delivered upon confirmed
transmission or confirmation of receipt), or (D) by mailing in the United States
mail by registered or certified mail, return receipt requested, postage prepaid
(which forms of notice shall be deemed to have
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been given upon the fifth {5th} business day following the date mailed).
WHEREFORE, the parties hereto have for purposes of this Stock Option
Certificate executed this Stock Option Certificate in the City of Monrovia,
County of Los Angeles, State of California, effective as of the 13th day of
November 2001.
COMPANY:
STAAR Surgical Company, a Delaware
corporation
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
ATTEST:
[SEAL]
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx,Secretary
RECIPIENT:
/s/ Xxxxxxx X. Xxxxxxx
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Attachment
to
Stock Option Certificate.
NOTICE OF EXERCISE OF STOCK OPTION
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NOTICE OF EXERCISE OF STOCK OPTION
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[To be signed by the Recipient only upon exercise of Option]
TO: Secretary
STAAR Surgical Company
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
The undersigned, the holder of an Option under that certain Stock Option
Certificate dated effective the day of , (the "Option
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Certificate"), between STAAR Surgical Company, a Delaware corporation (the
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"Company") and the undersigned (the "Recipient"), hereby irrevocably elects, in
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accordance with the terms and conditions of that certain 1998 STAAR Surgical
Company Stock Plan (the "Plan") adopted by the Board of Directors on April 17,
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1998 and approved by the shareholders on May 29, 1998, under which the Option
Certificate was granted, to exercise the undersigned's Option to purchase
( )/1/ shares of the Company's voting common stock, $ .01
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per share par value ("Common Stock") (collectively and severally, the "Option
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Shares"), for the aggregate purchase price of
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($ )./(2)/
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/(1)/Insert number of Option Shares as specified in the Option Certificate
which are vested Option Shares (as defined by the Plan) which the
Recipient is exercising the Option to purchase.
/(2)/ Number of Option Shares to be exercised as hereinabove specified
multiplied by the Option Price per share.
Signature:
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Print Name:
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Address:
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Date:
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