EXHIBIT 10.30
STOCK OPTION CERTIFICATE
This Stock Option Certificate is entered into between STAAR Surgical
Company, a Delaware corporation (the "Company"), whose principal executive
office is located at 1911 Walker Avenue, Monrovia, California 91016, and VOLKER
ANHAEUSSER (the "Recipient") whose address is Anhausser Unger Eckle & Bergien,
Kriegstrasse 85, D-76133 Karlsruhe, Germany, pursuant to that certain 1998 STAAR
Surgical Company Stock Plan (the "Plan") adopted by the Board of Directors on
April 17, 1998 and approved by the shareholders on May 29, 1998.
1. GRANT OF OPTION. Subject to the terms and conditions included herein,
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
purchase, in whole or in part, Forty-Five Thousand (45,000) shares of the
Company's voting common stock, par value $.01 (the "Common Stock") (collectively
and severally, the "Option Shares"), at the price of Three dollars and
Eighty-one cents ($3.81) per Option Share (the "Option Price"). The date of this
grant is: January 2, 2002 (the "Grant Date").
2. PLAN; PLAN SUMMARY. The Recipient's rights to purchase the Option
Shares are governed by the Plan, the terms of which are incorporated herein by
this reference.
3. CHARACTER OF OPTION. This Option is [X] a Non-Qualified Option or [__]
an Incentive Option.
4. CAPACITY OF RECIPIENT. This Option is granted to the Recipient in the
Recipient's capacity as (i) [__] an employee, (ii) [X] a director, or (iii) [__]
a consultant.
5. EXPIRATION OF OPTION. Subject to the terms and conditions set forth in
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 1st day of January, 2007 (the "Option Expiration Date").
6. EXERCISE VESTING CONDITIONS. The Option is (i) [__] fully vested upon
date of grant, or (ii) [X] subject to the following vesting schedule as well as
based upon Recipient's continued performance of services in the capacity
hereinabove indicated:
Cumulative Vested
Percentage of
Date Shares
- --------------- -----------------
January 2, 2002 33 1/3%
January 2, 2003 66 2/3%
January 2, 2004 100.0%
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7. MANNER OF EXERCISE AND PAYMENT. This Option shall be exercised by
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 upon date of grant, or (ii) [X] will be subject to Article V, Section
5.05 and Article X of the Plan, inasmuch as the Option will be subject to: (A)
the 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 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.
(a) PREPARATION OF STOCK OPTION CERTIFICATE. This Stock Option
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.
(i) Entire Agreement/No Collateral Representations. The
Recipient 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 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 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 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
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 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
Option Certificate, all notices, demands, requests, consents, approvals or other
communications (collectively and severally called "notices") required or
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
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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 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 30th day of May
2002.
COMPANY:
STAAR Surgical Company,
a Delaware corporation
By:____________________________
David Bailey, President
ATTEST:
RECIPIENT:
[SEAL]
_______________________________
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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
[To be signed by the Recipient only upon exercise of Option]
TO: Secretary
STAAR Surgical Company
1911 Walker Avenue
Monrovia, California 91016
The undersigned, the holder of an Option under that certain Stock Option
Certificate dated effective the __________ day of _________, _____ (the "Option
Certificate"), between STAAR Surgical Company, a Delaware corporation (the
"Company") and the undersigned (the "Recipient"), hereby irrevocably elects, in
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,
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 per share par value ("Common Stock") (collectively and severally, the
"Option Shares"), for the aggregate purchase price of __________________________
__________ ($_______)(2).
(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:________________________________________
Print Name:_______________________________________
Address:__________________________________________
__________________________________________________
Date:_____________________________________________
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