POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Deborah Andrews and Charles Kaufman, signing singly, as the
undersigned's true and lawful attorney-in-fact to do any or all of the
following:
(a) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director of STAAR
Surgical Company (the "Company"), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
(b) execute and submit for and on behalf of the undersigned a Form ID
of the Securities and Exchange Commission to obtain personal code
numbers for the mandatory electronic filing of reports;
(c) do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and
execute any such Form 3, 4 or 5 or Form ID, complete and execute
any amendment or amendments thereto, and file such form with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(d) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of the attorney-in-fact, may
be of benefit to, in the interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 (or such forms as
may in the future be substituted therefore under Section 16 of the Securities
Exchange Act) with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 11th day of August, 2011.
/s/Philippe Subrin
___________________
Signature
Philippe Subrin