Patent license agreement. The Eye Microsurgery Entersectoral Research and Technology Complex, Moscow, Russia, represented by General Director Mr. Fedorov S.N., from here an referred to as the "Licenser", and STAAR Surgical AG, a Swise corporation,...Patent License Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
PROMISSORY NOTEStaar Surgical Company • March 29th, 2001 • Ophthalmic goods • California
Exhibit F FORM OF PURCHASE AGREEMENTPurchase Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods • New York
THIS PURCHASE AGREEMENT is made as of the day of September, 2000, by and between STAAR Surgical Company (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 1911 Walker Avenue, Monrovia, California 91016, and the purchaser whose name and address is set forth on the signature page hereof (the "Purchaser").
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE—GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [LOGO]Staar Surgical Company • March 29th, 2001 • Ophthalmic goods
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This EMPLOYMENT AGREEMENT ("Agreement"), which is dated as of October 1, 1999, is made by and between STAAR Surgical Company, a Delaware corporation, located at 1911 Walker Avenue, Monrovia, California 91016 and hereinafter referred to as "Company", and John Wolf, whose address is 1496 Bedford Road, San Marino, California 91108, hereinafter referred to as "Executive", based upon the following:
QuickLinks -- Click here to rapidly navigate through this document [CIBC WORLD MARKETS LETTERHEAD]Staar Surgical Company • March 29th, 2001 • Ophthalmic goods • New York
This letter will confirm the understanding and agreement (the "Agreement") among CIBC World Markets Corp. (the "Lead Placement Agent"), Adams, Harkness & HIll, Inc. (the "Co-Placement Agent") (collectively, the "Agents") and STAAR Surgical Company (the "Company") as follows:
ROYALTY BUY-OUT AGREEMENTOut Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This Royalty Buy-Out Agreement (this "Agreement") is entered into as of this 30th day of May, 2000, by and between Staar Surgical Company (hereinafter "Staar") and Bausch & Lomb Surgical, Inc. (hereinafter "B&L Surgical"), collectively referred to herein as the "Parties."
INDENTURE OF LEASEStaar Surgical Company • March 29th, 2001 • Ophthalmic goods • California
THIS INDENTURE OF LEASE is made at Monrovia, California, this 1st day of September, 1993, by and between FKT Associates, a General Partnership, as Lessor, and Staar Surgical Company, a California Corporation, as Lessee.
MODIFICATION OF PROMISSORY NOTEStaar Surgical Company • March 29th, 2001 • Ophthalmic goods
This Modification of Promissory Note ("Modification") is made this 21st day of August 2000 by and between William C. Huddleston ("Maker") and STAAR Surgical Company ("Holder") in reference to the following facts:
DESCRIPTION OF ORAL AGREEMENT On or about April 18, 2000, Mr. John R. Wolf, our former President and Chief Executive Officer, agreed to transfer to the Company, and the Company agreed to accept, 243,067 shares of the Company's Common Stock as full...Description of Oral Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
On or about April 18, 2000, Mr. John R. Wolf, our former President and Chief Executive Officer, agreed to transfer to the Company, and the Company agreed to accept, 243,067 shares of the Company's Common Stock as full payment of the principal and all accrued interest of loans made to Mr. Wolf by the Company. These loans include the following:
MODIFICATION OF PROMISSORY NOTEStaar Surgical Company • March 29th, 2001 • Ophthalmic goods
This Modification of Promissory Note ("Modification") is made this 15th day of September 2000 by and between William C. Huddleston ("Maker") and STAAR Surgical Company ("Holder") in reference to the following facts:
CONSULTING AGREEMENTConsulting Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods • Illinois
This Consulting Agreement ("Agreement") is made on the 19th day of September 2000 by and among Donald R. Sanders, Ltd., an Illinois corporation doing business as Center for Clinical Research, whose address is 180 West Park Avenue, Suite 150, Elmhurst, Illinois 60126 (the "Consultant"), and STAAR Surgical Company, whose address is 1911 Walker Avenue, Monrovia, California 91016 (the "Company"), in reference to the following:
Exhibit F FORM OF PURCHASE AGREEMENTF Form of Purchase Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods • New York
THIS PURCHASE AGREEMENT is made as of the day of September, 2000, by and between STAAR Surgical Company (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 1911 Walker Avenue, Monrovia, California 91016, and the purchaser whose name and address is set forth on the signature page hereof (the "Purchaser").
SECOND AMENDMENT TO INDENTURE OF LEASEIndenture of Lease • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This SECOND AMENDMENT TO INDENTURE OF LEASE ("Second Amendment") is made and entered into as of this 21st day of September 1998, by and between FKT ASSOCIATES, a California general partnership ("Lessor"), and STAAR SURGICAL COMPANY, a California corporation ("Lessee") with reference to the following recitals of fact:
SECOND MODIFICATION TO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This Second Modification to Employment Agreement ("Modification") is dated as of the 5th day of September 2000 and is made by and between STAAR Surgical Company, a Delaware corporation, (the "Company") and John Santos (the "Employee") based on the following:
PERSONAL AND CONFIDENTIAL STAAR Surgical Company 1911 Walker Avenue Monrovia, CA 91016 Attn: William C. Huddleston Executive Vice President and Chief Operating Officer Dear Mr. Huddleston:Staar Surgical Company • March 29th, 2001 • Ophthalmic goods • New York
This letter will confirm the understanding and agreement (the "Agreement") between CIBC World Markets Corp. ("CIBC World Markets") and STAAR Surgical Company (the "Company") as follows:
STOCK PLEDGE AGREEMENTDocument Stock Pledge Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods • Ohio
This STOCK PLEDGE AGREEMENT (hereinafter "Agreement") is made and entered into as of the 2nd day of June, 2000, by and between Peter J. Utrata, an individual ("Pledgor") and Staar Surgical Company, a Delaware corporation ("Pledgee") with reference to the following facts:
MODIFICATION OF PROMISSORY NOTEStaar Surgical Company • March 29th, 2001 • Ophthalmic goods
This Modification of Promissory Note ("Modification") is made this 21st day of August 2000 by and between William C. Huddleston ("Maker") and STAAR Surgical Company ("Holder") in reference to the following facts:
STOCKHOLDERS' RIGHTS PLANStaar Surgical Company • March 29th, 2001 • Ophthalmic goods • New York
Stockholders' Rights Plan, dated effective as of April 20, 1995 (the "Plan"), between STAAR Surgical Company, a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York corporation (the "Rights Agent").
PERSONAL AND CONFIDENTIAL STAAR Surgical Company 1911 Walker Avenue Monrovia, CA 91016 Attention: John R. Wolf Chairman and Chief Executive Officer Dear Mr. Wolf:Staar Surgical Company • March 29th, 2001 • Ophthalmic goods • New York
This letter agreement confirms the engagement of CIBC World Markets Corp. ("CIBC World Markets") by STAAR Surgical Company (together with its subsidiaries and affiliates, the "Company") to act as an advisor to the Company and periodically provide advice and assistance to the Company.
MODIFICATION OF PROMISSORY NOTEStaar Surgical Company • March 29th, 2001 • Ophthalmic goods
This Modification of Promissory Note ("Modification") is made this 21st day of August 2000 by and between William C. Huddleston ("Maker") and STAAR Surgical Company ("Holder") in reference to the following facts:
PARKING LOT AND STORAGE LEASE 1900 Walker Ave., Monrovia CA 91016Staar Surgical Company • March 29th, 2001 • Ophthalmic goods • California
THIS LEASE, entered into this 11th day of June, 2000, by and between and Gilbert Bates & LaVonne Bates, and Staar Surgical Company., hereinafter called respectively Landlord and Tenant. This Lease replaces the previous leases between the Parties dated August 3, 1995 and June 20, 1997.
SECOND MODIFICATION TO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This Second Modification to Employment Agreement ("Modification") is dated as of the 6th day of October 2000 and is made by and between STAAR Surgical Company, a Delaware corporation, (the "Company") and Steven L. Ziemba (the "Executive") based on the following:
MODIFICATION TO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This Modification to Employment Agreement ("Modification") is dated for identification purposes only as of the 20th day of September 1996 and is made by and between STAAR Surgical Company, a Delaware corporation, located at 1911 Walker Avenue, Monrovia, California 91016 (the "Company") and Steven L. Ziemba, whose address is 20845 High Country Drive, Diamond Bar, California 91789 (the "Executive") based on the following:
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods • California
This Settlement Agreement and Mutual Release ("Agreement") is entered into effective October 27, 2000 by and between STAAR Surgical Company, a Delaware corporation, the definition of which includes STAAR Surgical Company, its subsidiaries and affiliates (the "Company") and Vladimir Feingold, the definition of whom includes himself as an individual as well as any person or entity that Feingold directly or indirectly, through one or more intermediaries, controls, including, without limitation, Bionica Pty Ltd., ("Feingold"), all of whom are sometimes hereinafter referred to collectively as the "Parties" or individually as a "Party," with reference to the following facts.
MODIFICATION TO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This Modification to Employment Agreement ("Modification") is dated as of the 15th day of August 2000 and is made by and between STAAR Surgical Company, a Delaware corporation, (the "Company") and William C. Huddleston (the "Executive") based on the following:
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This EMPLOYMENT AGREEMENT ("Agreement"), which is dated as of March 31, 1994, is made by and between STAAR SURGICAL COMPANY, a Delaware corporation, located at 1811 Walker Avenue, Monrovia, California, 91016 and hereinafter referred to as "Company", and STEVEN L. ZIEMBA, whose address is 20845 High Country Drive, Diamond Bar, California 91789, hereinafter referred to as "Executive", based upon the following:
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This EMPLOYMENT AGREEMENT ("Agreement"), which is dated as of December 19, 2000, is made by and between STAAR Surgical Company, a Delaware corporation, located at 1911 Walker Avenue, Monrovia, California 91016 and hereinafter referred to as "Company", and David Bailey, whose address is , hereinafter referred to as "Executive", based upon the following:
RESIGNATION, SEVERANCE AND RELEASE AGREEMENTResignation, Severance and Release Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods • California
This Resignation, Severance and Release Agreement ("Agreement") is entered into by and between STAAR Surgical Company, a Delaware corporation, and its subsidiaries (collectively, the "Company") and Michael Lloyd, an individual ("Lloyd"), this 9th day of June, 2000 based upon the following:
MODIFICATION TO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods
This Modification to Employment Agreement ("Modification") is dated as of the 31st day of May 2000 and is made by and between STAAR Surgical Company, a Delaware corporation, (the "Company") and John Santos (the "Employee") based on the following:
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • March 29th, 2001 • Staar Surgical Company • Ophthalmic goods • California
This Settlement Agreement and Mutual Release ("Agreement") is entered into effective December 4, 2000 (the "Effective Date") by and between STAAR Surgical Company, a Delaware corporation (the "Company") and William C. Huddleston, an individual ("Huddleston"), all of whom are sometimes hereinafter referred to collectively as the "Parties" or individually as a "Party", with reference to the following facts.
