MENTOR CORP /MN/
EX. 10(Y) - EMPLOYMENT AGREEMENT OF MAHER MICHAEL, M.D.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>mahermichael0830021.htm
<DESCRIPTION>EX. 10(Y) - EMPLOYMENT AGREEMENT OF MAHER MICHAEL, M.D.
<TEXT>
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<title>EMPLOYMENT AGREEMENT</title>

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<div>

<p align=center><b>EMPLOYMENT AGREEMENT</b></p>



<p>This Employment Agreement, dated August 30, 2002, is by and between
MENTOR Corporation (&quot;COMPANY&quot;), with its executive offices at 201
Mentor Drive, Santa Barbara, California 93111, and MAHER MICHAEL
(&quot;EMPLOYEE&quot;) of 310 Beech Court, Buellton, California 93427.</p>



<p align=center><b>RECITALS</b></p>



<p>COMPANY is in the business of manufacturing and selling
medical devices and related products. EMPLOYEE has experience in this business
and possesses valuable skills and experience, which will be used in advancing COMPANY's interests. EMPLOYEE is willing to be engaged by
COMPANY and COMPANY is willing to engage EMPLOYEE in an executive capacity
responsible for designated CLINICAL PROGRAM FUNCTIONS and MEDICAL EDUCATION
PROGRAMS, of COMPANY, upon the terms and conditions set forth in this
Agreement.</p>



<p align=center><b>AGREEMENT</b></p>



<p>EMPLOYEE and COMPANY, intending to be legally bound, agree as follows:</p>



<p>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SERVICES</p>



<p>1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; General
Services.</p>



<p>1.1.1&nbsp;&nbsp;&nbsp; Company shall employ EMPLOYEE as VICE PRESIDENT, AND MEDICAL
DIRECTOR. EMPLOYEE shall perform the duties customarily performed by one
holding such position in a similar business as that engaged in by COMPANY. To
the extent that they do not reduce the scope of the responsibilities described
above, EMPLOYEE's duties may change from time to time
on reasonable notice, based on the needs of COMPANY and EMPLOYEE's
skills as determined by COMPANY. These duties shall hereinafter be referred to
as &quot;Services.&quot; EMPLOYEE shall report directly to the Chairman of the
Board, President and Chief Executive Officer of Mentor Corporation.</p>



<p>1.1.2&nbsp;&nbsp;&nbsp; In the event that EMPLOYEE shall from time to time serve COMPANY
as a director or shall serve in any other office during the term of this
Agreement; EMPLOYEE shall serve in such capacities without further
compensation.</p>



<p>1.1.3.&nbsp;&nbsp; EMPLOYEE shall devote his entire working time, attention, and
energies to the business of COMPANY, and shall not, during the term of this
Agreement, be engaged in any other business activity whether or not such
business activity is pursued for gain, profit or other pecuniary advantage,
without the prior written consent of the Board of Directors of COMPANY. This
shall not be construed as preventing EMPLOYEE from investing his assets in a
form or manner that does not require any services on the part of EMPLOYEE in
the operation or affairs of the entities in which such investments are made, or
from engaging in such civic, charitable, religious, or political activities
that do not interfere with the performance of EMPLOYEE's
duties hereunder.</p>



<p>1.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Best
Abilities.&nbsp; EMPLOYEE shall serve COMPANY
faithfully and to the best of EMPLOYEE's ability.
EMPLOYEE shall use EMPLOYEE's best abilities to
perform the Services. Employee shall act at all times according to what
EMPLOYEE reasonably believes is in the best interests of COMPANY.</p>



<p>1.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Corporate
Authority. Prior to the execution of this Agreement, EMPLOYEE has received and
reviewed COMPANY's Policies and Procedures and COMPANY's Employee Handbook. EMPLOYEE shall comply with COMPANY's Policies and Procedures, and practices now in
effect or as later amended or adopted by COMPANY, as required of
similarly-situated executives of COMPANY.</p>



<p>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; TERM</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This
Agreement shall commence upon the execution of this Agreement and shall
continue until terminated as provided in Section 4 of this Agreement.</p>



<p>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; COMPENSATION
AND BENEFITS</p>



<p>3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Compensation.
EMPLOYEE's total compensation consists of base
salary, bonus potential, stock options, and medical and other benefits
generally provided to employees of COMPANY. Any compensation paid to EMPLOYEE
shall be pursuant to COMPANY's policies and practices
for exempt employees and shall be subject to all applicable laws and
requirements regarding the withholding of federal, state and/or local taxes.
Compensation provided in this Agreement is full payment for Services and
EMPLOYEE shall receive no additional compensation for extraordinary services
unless otherwise authorized. EMPLOYEE's entire
compensation package will be reviewed annually by the Compensation Committe of the Board of Directors, a practice which is
consistent with COMPANY's Executive Compensation
Program.</p>



<p>3.1.1&nbsp;&nbsp;&nbsp; Base Compensation. COMPANY agrees to pay EMPLOYEE an annualized
base salary of ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS and No Cents
($175,000.00), less applicable withholdings, payable in equal installments no
less frequently than semi-monthly.</p>



<p>3.1.2&nbsp;&nbsp;&nbsp;  Cash Incentive Bonus. EMPLOYEE shall be eligible for a cash
incentive bonus of up to Forty Percent of EMPLOYEE'S annual base salary,
subject to applicable withholdings and subject to approval by COMPANY's Compensation Committee and Board of Directors.
Any cash incentive bonus shall accrue and become payable to EMPLOYEE only if
EMPLOYEE is employed with COMPANY on the last day of the fiscal year for which
the cash incentive bonus is calculated.</p>



<p>3.1.3&nbsp;&nbsp;&nbsp; Stock Options. Based upon satisfactory performance, under the
Plan, COMPANY expects that EMPLOYEE will qualify for grants of options to
acquire common stock of COMPANY subject to determination by the Board of
Directors, of an amount which is consistent with COMPANY's
Executive Compensation Program. Any such grants shall also be subject to
performance considerations as well as the determination of the Board of
Directors.</p>



<p>3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Business
Expenses. COMPANY shall reimburse EMPLOYEE for business expenses reasonably
incurred in performing Services according to COMPANY's
Expense Reimbursement Policy.</p>



<p>3.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Additional
Benefits. COMPANY shall provide EMPLOYEE those additional benefits normally
granted by COMPANY to its employees subject to eligibility requirements
applicable to each benefit. COMPANY has no obligation to provide any other
benefits unless provided for in this Agreement. Currently COMPANY provides
major medical, dental, life, salary continuation, long term disability benefits
and eligibility to participate in COMPANY's 401(k)
plan.</p>



<p>3.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vacation.
Employee shall accrue vacation equal to twenty (20) days per year, at the rate
of approximately 1.67 days per month. The time or times for such vacation shall
be selected by EMPLOYEE and approved by the Chairman of the Board, President
and Chief Executive Officer of COMPANY.</p>



<p>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; TERMINATION</p>



<p>4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Circumstances
Of Termination. This Agreement and the employment
relationship between COMPANY and EMPLOYEE may be terminated as follows:</p>



<p>4.1.1&nbsp;&nbsp;&nbsp; Death. This Agreement shall terminate upon EMPLOYEE's
death, effective as of the date of EMPLOYEE's death.</p>



<p>4.1.2&nbsp;&nbsp;&nbsp; Disability. COMPANY may, at its option, either suspend
compensation payments or terminate this Agreement due to EMPLOYEE's
Disability if EMPLOYEE is incapable, even with reasonable accommodation by
COMPANY, of performing the Services because of accident, injury, or physical or
mental illness for sixty (60) consecutive days, or is unable or shall have
failed to perform the Services for a total period of ninety (90) within a
twelve (12) month period, regardless of whether such days are consecutive. If
COMPANY suspends compensation payments because of EMPLOYEE's
Disability, COMPANY shall resume compensation &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; payments
when EMPLOYEE resumes performance &nbsp;&nbsp;&nbsp;&nbsp; of
the Services. If COMPANY elects to terminate this Agreement due to EMPLOYEE's Disability, it must first give EMPLOYEE three
(3) days advance written notice.</p>



<p>4.1.3&nbsp;&nbsp;&nbsp; Discontinuance Of Business. If COMPANY
discontinues operating its business, this Agreement shall terminate as of the last
day of the month on which COMPANY ceases its entire operations with the same
effect as if that last date were originally established as termination date of
this Agreement.</p>



<p>4.1.4&nbsp;&nbsp;&nbsp; For Cause. COMPANY may terminate this
Agreement without advance notice for Cause. For the purpose of this Agreement,
&quot;Cause&quot; shall mean any failure to comply in any material respect with
this Agreement or any Agreement incorporated herein; personal or professional
misconduct by EMPLOYEE (including, but not limited to, criminal activity or
gross or willful neglect of duty); breach of EMPLOYEE's
fiduciary duty to the COMPANY; conduct which threatens public health or safety,
or threatens to do immediate or substantial harm to COMPANY's
business or reputation; or any other misconduct, deficiency, failure of
performance, breach or default, reasonably capable of being remedied or
corrected by EMPLOYEE. To the extent that a breach pursuant to this Section
4.1.4 is curable by EMPLOYEE without harm to COMPANY and/or it's reputation, COMPANY
shall, instead of immediately terminating EMPLOYEE pursuant to this Agreement,
provide EMPLOYEE with notice of such breach, specifying the actions required to
cure such breach, and EMPLOYEE shall have ten (10) days to cure such breach by
performing the actions so specified. If EMPLOYEE fails to cure such breach
within the ten (10) day period, COMPANY may terminate this Agreement without
further notice. COMPANY's exercise of its right to
terminate under this section shall be without prejudice to any other remedy to
which COMPANY may be entitled at law, in equity, or under this Agreement.</p>



<p>4.1.5&nbsp;&nbsp;&nbsp; For Convenience Of Party. This Agreement
and employment relationship is terminable by either party, for convenience,
with or without cause, at any time upon thirty (30) days' advance written
notice to the other party.</p>



<p>4.1.6&nbsp;&nbsp;&nbsp; Change of Control. If employment is terminated within twelve (12)
months upon any of the following events EMPLOYEE shall be entitled to severance
compensation pursuant to Section 4.2.6 (i) and (ii)
and (iii):&nbsp; </p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the sale, lease or other disposition of all or substantially
all of Company's assets to a single purchaser or group of related purchasers;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the sale, lease
or other disposition, in one transaction or a series of related transactions of
the majority of COMPANY's outstanding capital stock;
or,</p>



<p>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the merger or
consolidation of COMPANY into or with another corporation in which the
stockholders of COMPANY shall own less than fifty (50%) percent of the voting
securities of the surviving corporation (all of which events shall be referred
to as a Change in Control).</p>



<p>4.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; EMPLOYEE's Rights Upon Termination</p>



<p>4.2.1&nbsp;&nbsp;&nbsp; Death. Upon termination of this Agreement because of death of
EMPLOYEE pursuant to Section 4.1.1 above, COMPANY shall have no further
obligation to EMPLOYEE under the Agreement except to distribute to EMPLOYEE's estate or designated beneficiary any unpaid
compensation and reimbursable expenses, less applicable withholdings, owed to
EMPLOYEE prior to the date of EMPLOYEE's death.</p>



<p>4.2.2&nbsp;&nbsp;&nbsp; Disability. Upon termination of this Agreement because of
Disability of EMPLOYEE pursuant to Sections 4.1.2 above, COMPANY shall have no
further obligation to EMPLOYEE under the Agreement except to distribute to EMPLOYEE's estate or designated beneficiary any unpaid
compensation and reimbursable expenses, less applicable withholdings, owed to
EMPLOYEE prior to the date of EMPLOYEE's termination
due to Disability.</p>



<p>4.2.3&nbsp;&nbsp;&nbsp; Discontinuance Of Business. Upon
termination of this Agreement because of discontinuation of COMPANY's
business pursuant to Section 4.1.3, COMPANY shall have no further obligation to
EMPLOYEE under the Agreement except to distribute to EMPLOYEE any unpaid
compensation and reimbursable expenses, less applicable withholdings, owed to EMPLOYEE
prior to the date of termination of this Agreement.</p>



<p>4.2.4&nbsp;&nbsp;&nbsp; Termination With Cause. Upon termination
of EMPLOYEE's employment for Cause pursuant to
Section 4.1.4, COMPANY shall have no further obligation to EMPLOYEE under this
Agreement except to distribute to EMPLOYEE:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any
compensation and reimbursable expenses owed to EMPLOYEE by COMPANY through the
termination date, less applicable withholdings; and</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Severance compensation as provided for
in COMPANY's Severance Policy, if any, less applicable
withholdings.</p>



<p>4.2.5&nbsp;&nbsp;&nbsp; Termination Without Cause. Upon
termination of EMPLOYEE's employment by COMPANY
without cause pursuant to Section 4.1.5, COMPANY shall have no further
obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE:</p>



<p>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any
compensation and reimbursable expenses owed by COMPANY to EMPLOYEE through the
termination date, less applicable withholdings;</p>



<p>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Severance compensation totaling three-
(3) month's base pay, plus one (1) month base pay for each full year of
service, determined at EMPLOYEE's then-current rate
of base pay. In consideration for this severance compensation, EMPLOYEE, on
behalf of himself~ his agents, heirs, executors, administrators, and assigns,
expressly releases and forever discharges COMPANY and its successors and
assigns, and all of its respective agents, directors, officers, partners,
employees, representatives, insurers, attorneys, parent companies,
subsidiaries, affiliates, and joint ventures, and each of them, from any and
all claims based upon acts or events that occurred on or before the date on
which EMPLOYEE accepts the severance compensation, including any claim arising
under any state or federal statute or common law, including, but not limited
to, Tide VII of the Civil Rights Act of 1964, 42 U.S.C.
&quot; 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C.&quot; 12101, et seq., the Age Discrimination in
Employment Act, 29 U.S.C. &quot;
623, et. seq., the Worker Adjustment and Retraining Notification Act, 29
U.S.C. &quot;2101, et. seq.,
and the California Fair Employment and Housing Act, Cal. Gov't
Code&quot; 12940 et seq. EMPLOYEE acknowledges that he is familiar with section
1542 of the California Civil Code, which reads as follows:</p>



<p>A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.</p>



<p>EMPLOYEE expressly acknowledges
and agrees that he is releasing all known and unknown claims, and that he is
waiving all rights he has or may have under Civil Code Section 1542 or under
any other statute or common law principle of similar effect. EMPLOYEE
acknowledges that the benefits he is receiving in exchange for this Release are
more than the benefits to which he otherwise would have been entitled, and that
such benefits constitute valid and adequate consideration for this Release.
EMPLOYEE further acknowledges that he has read this Release, understands all of
its terms, and has consulted with counsel of his choosing before signing this
Agreement.</p>



<p>Severance compensation pursuant to
this paragraph shall be in lieu of any other severance benefit to which
EMPLOYEE would otherwise be entitled under COMPANY's
policies in effect on the date of execution of this Agreement. Severance compensation
shall be paid upon termination of EMPLOYEE's
employment and in one lump sum payment at the date of termination, less
applicable withholdings.</p>



<p>4.2.6&nbsp;&nbsp;&nbsp; Termination Due to Change Of Control. If
employment is terminated within twelve (12) months upon any of the events
delineated in Section 4.1.6 of this Agreement (&quot;Change of Control&quot;),
COMPANY shall have no further obligation to EMPLOYEE under this Agreement
except to distribute to EMPLOYEE:</p>



<p>i..&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any
compensation and reimbursable expenses owed by COMPANY to EMPLOYEE through the
termination date, less applicable withholdings;</p>



<p>ii.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A pro-rated share of the cash incentive bonus that would be
due to EMPLOYEE if EMPLOYEE had remained employed with COMPANY through the last
day of the fiscal year for which the cash incentive bonus is calculated, less
applicable withholdings; and</p>



<p>iii.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Severance compensation totaling twelve (12) months base pay,
plus one (1) month base pay for each full year of service, determined at EMPLOYEE's then-current rate of base pay. In consideration
for this severance compensation, EMPLOYEE, on behalf of himself, his agents,
heirs, executors, administrators, and assigns, expressly releases and forever
discharges COMPANY and its successors and assigns, and all of its respective
agents, directors, officers, partners,employees,
representatives, insurers, attorneys, parent companies, subsidiaries,
affiliates, and joint ventures, and each of them, from any and all claims based
upon acts or events that occurred on or before the date on which EMPLOYEE
accepts the severance compensation, including any claim arising under any state
or federal statute or common law, including, but not limited to, Title VII of
the Civil Rights Act of 1964, 42 U.S.C. &quot;2000e
et ~ the Amencans with Disabilities Act, 42
U.S.C.&quot;12101, et seq., the Age Discrimination in
Employment Act, 29 U.S.C.&quot; 623 et seq.,
the Worker Adjustment and Rerraimng Notification Act,
29 U.S.C. &quot;2101, ~ seq., and the California Fair
Employment and Housing Act, Cal. Gov't Code
&quot;12940, ~ seq. EMPLOYEE acknowledges that he is familiar with section 1542
of the California Civil Code, which reads as follows:</p>



<p>A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SEYPLEMENT WITH THE DEBTOR.</p>



<p>EMPLOYEE expressly acknowledges
and agrees that he is releasing all known and unknown claims, and that he is
waiving all rights he has or may have under Civil Code Section 1542 or under
any other statute or common law principle of similar effect. EMPLOYEE
acknowledges that the benefits he is receiving in exchange for this Release are
more than the benefits to which he otherwise would have been entitled, and that
such benefits constitute valid and adequate consideration for this Release.
EMPLOYEE further acknowledges that he has read this Release, understands all of
its terms, and has consulted with counsel of his choosing before signing this
Agreement.</p>



<p>Severance compensation pursuant to
this paragraph shall be in lieu of any other severance benefit to which
EMPLOYEE would otherwise be entitled under COMPANY's
policies in effect on the date of execution of this Agreement. Severance
compensation shall be paid upon termination of EMPLOYEE's
employment and in one lump sum payment at the date of termination, less
applicable withholdings.</p>



<p>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; REPRESENTATIONS
AND WARRANTIES</p>



<p>5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Representations
of EMPLOYEE. EMPLOYEE represents and warrants that EMPLOYEE has all right,
power, authority and capacity, and is free to enter into this Agreement; that
by doing so, EMPLOYEE will not violate or interfere with the rights of any
other person or entity; and that EMPLOYEE is not subject to any contract,
understanding or obligation that will or might prevent, interfere with or
impair the performance of this Agreement by EMPLOYEE. EMPLOYEE shall indemnify
and hold COMPANY harmless with respect to any losses, liabilities, demands,
claims, fees, expenses, damages and costs (including attorneys' fees and court
costs) resulting from or arising out of any claim or action based upon EMPLOYEE's entering into this Agreement.</p>



<p>5.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Representations
of COMPANY. COMPANY represents and warrants that it has all right, power and
authority, without the consent of any other person, to execute and deliver, and
perform its obligations under, this Agreement. All corporate and other actions
required to be taken by COMPANY to authorize the execution,
delivery and performance of this Agreement and the consummation of all
transactions contemplated hereby have been duly and properly taken. This
Agreement is the lawful, valid and legally binding obligation of COMPANY
enforceable in accordance with its terms.</p>



<p>5.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Materiality
of Representations. The representations, warranties and covenants set forth in
this Agreement shall be deemed to be material and to have been relied upon by
the parties hereto.</p>



<p>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; COVENANTS</p>



<p>6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Nondisclosure
and Invention Assignment. EMPLOYEE acknowledges that, as a result of performing
the Services, EMPLOYEE shall have access to confidential and sensitive
information concerning COMPANY's business including,
but not limited to, their business operations, sales and marketing data, and
manufacturing processes. EMPLOYEE also acknowledges that in the course of
performing the Services, EMPLOYEE may develop new product ideas or inventions
as a result of COMPANY's information. Accordingly, to
preserve COMPANY's confidential information and to
assure it the full benefit of that information, EMPLOYEE shall, as a condition
of employment with COMPANY, execute COMPANY's
standard form of Employee Confidentiality Agreement attached hereto as Exhibit
A, and execute updated versions of the Employee Confidentiality Agreement as it
may be modified from time to time by COMPANY and as may be required of
similarly-situated executives of COMPANY. The Employee Confidentiality
Agreement is incorporated herein by this reference. EMPLOYEE's
obligations under the Employee Confidentiality Agreement continue beyond the
termination of this Agreement.</p>



<p>6.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Covenant
Not to Compete. In addition to the provisions of the Employee Confidentiality
Agreement, EMPLOYEE shall abide by the following covenant not to compete if
COMPANY, at its option upon the termination of this Agreement (regardless of
the reason for the termination), exercises this Covenant Not to Compete.
COMPANY shall notify EMPLOYEE within ten (10) days of termination of this
Agreement of its intention to exercise this option and make an additional
payment to EMPLOYEE of six (6) months' base pay determined at EMPLOYEE's last rate of pay with COMPANY EMPLOYEE agrees
that for a period of one (1) year following the termination of this Agreement,
he shall not directly or indirectly for EMPLOYEE, or as a member of a
partnership, or as an officer, director, stockholder, employee, or
representative of any other entity or individual, engage, directly or
indirectly, in any business activity which is the same or similar to work
engaged in by EMPLOYEE on behalf of COMPANY within the same geographic
territory as EMPLOYEE's work for COMPANY and which is
directly competitive with the business conducted or to EMPLOYEE's
knowledge, contemplated by COMPANY at the time of termination of this
Agreement, as defined in the Employee Confidentiality Agreement incorporated
into this Agreement by reference. EMPLOYEE may accept employment with an entity
competing with COMPANY only if the business of that entity is diversified and
EMPLOYEE is employed solely with respect to a separately-managed and
separately-operated part of that entity's business that does not compete with
COMPANY. Prior to accepting such employment, EMPLOYEE and the prospective employer
entity shall provide COMPANY with written assurances reasonably satisfactory to
COMPANY that EMPLOYEE will not render services directly or indirectly to any
part of that entity's business that competes with the business of COMPANY.</p>



<p>6.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Covenant
to Deliver Records. All memoranda, notes, records and other documents made or
compiled by EMPLOYEE, or made available to EMPLOYEE during the term of this
Agreement concerning the business of COMPANY, shall be and remain
COMPANY's property and shall be delivered to
COMPANY upon the termination of this Agreement or at any other time on request.</p>



<p>6.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Covenant
Not To Recruit. EMPLOYEE shall not, during the term of this Agreement and for a
period of one (1) year following termination of this Agreement, directly or
indirectly, either on EMPLOYEE's own behalf, or on
behalf of any other individual or entity, solicit, interfere with, induce (or
attempt to induce) or endeavor to entice away any employee associated with
COMPANY to become affiliated with him or any other individual or entity.</p>



<p>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CERTAIN
RIGHTS OF COMPANY</p>



<p>7.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Announcement.
COMPANY shall have the right to make public announcements concerning the
execution of this Agreement and certain terms thereof.</p>



<p>7.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Use
of Name. Likeness and Biography. COMPANY shall have
the right (but not the obligation) to use, publish and broadcast, and to
authorize others to do so, the name, approved likeness and approved
biographical material of EMPLOYEE toadvertise,
publicize and promote the business of COMPANY and its affiliates, but not for
the purposes of direct endorsement without EMPLOYEE's
consent. An &quot;approved likeness&quot; and &quot;approved biographical
material&quot; shall be, respectively, any photograph or other depiction of
EMPLOYEE, or any biographical information or life story concerning the
professional career of EMPLOYEE.</p>



<p>7.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Right
to Insure. COMPANY shall have the right to secure in its own name, or
otherwise, and at its own expense, life, health, accident or other insurance
covering EMPLOYEE, and EMPLOYEE shall have no right, title or interest in and
to such insurance. EMPLOYEE shall assist COMPANY in procuring such insurance by
submitting to examinations and by signing such applications and other
instruments as may be required by the insurance carriers to which application is
made for any such insurance.</p>



<p>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ASSIGNMENT</p>



<p>Neither party may
assign or otherwise dispose of its rights or obligations under this
Agreement without the prior written consent of the other party except as
provided in this Section. COMPANY may assign and transfer this Agreement, or
its interest in this Agreement, to any affiliate of COMPANY or to any entity
that is a party to a merger, reorganization, or consolidation with COMPANY, or
to a subsidiary of COMPANY, or to any entity that acquires substantially all of
the assets of COMPANY or of any division with respect to which EMPLOYEE is
providing services (providing such assignee assumes COMPANY's
obligations under this Agreement). EMPLOYEE shall, if requested by COMPANY,
perform EMPLOYEE's duties and Services, as specified
in this Agreement, for the benefit of any subsidiary or other affiliate of
COMPANY. Upon assignment, acquisition, merger, consolidation or reorganization,
the term &quot;COMPANY&quot; as used herein shall be deemed to refer to such
assignee or successor entity. EMPLOYEE shall not have the right to assign EMPLOYEE's interest in this Agreement, any rights under
this Agreement, or any duties imposed under this Agreement, nor shall EMPLOYEE
or his spouse, heirs, beneficiaries, executors or administrators have the right
to pledge, hypothecate or otherwise encumber EMPLOYEE's
right to receive compensation hereunder without the express wntten
consent of COMPANY.</p>



<p>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; RESOLUTION
OF DISPUTES</p>



<p>In the event of any dispute arising
out of or in connection with this Agreement or in any way relating to the
employment of EMPLOYEE which leads to the filing of a lawsuit, the parties
agree that venue and jurisdiction shall be in Santa Barbara County, California.
The prevailing party in any such litigation shall be entitled to an award of
costs and reasonable attorneys' fees to be paid by the losing party.</p>



<p>10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; GENERAL
PROVISIONS</p>



<p>10.1&nbsp;&nbsp;&nbsp;&nbsp; Notices. Notice under this Agreement shall be sufficient only if
personally delivered by a major commercial paid delivery courier service or
mailed by certified or registered mail (return receipt requested and postage
pre-paid) to the other party at its address set forth in the signature block
below or to such other address as may be designated by either party in writing.
If not received sooner, notices by mail shall be deemed received five (5) days
after deposit in the United States mail.</p>



<p>10.2&nbsp;&nbsp;&nbsp;&nbsp; Agreement Controls. Unless otherwise provided for in this
Agreement, the COMPANY's policies, procedures and
practices shall govern the relationship between EMPLOYEE and
COMPANY. If, however, any of COMPANY's
policies, procedures and/or practices conflict with this Agreement (together
with any amendments hereto), this Agreement (and any amendments hereto) shall
control.</p>



<p>10.3&nbsp;&nbsp;&nbsp;&nbsp; Amendment and Waiver. Any provision of this Agreement may be
amended or modified and the observance of any provision may be waived (either
retroactively or prospectively) only by written consent of the parties. Either
party's failure to enforce any provision of this Agreement shall not be
construed as a waiver of that party's right to enforce such provision.</p>



<p>10.4&nbsp;&nbsp;&nbsp;&nbsp; Governing Law. This Agreement and the performance hereunder
shall be interpreted under the substantive laws of the State of California.</p>



<p>10.5&nbsp;&nbsp;&nbsp;&nbsp; Force Majeure. Either party shall be
temporarily excused from performing under this Agreement if any force majeure or other occurrence beyond the reasonable control
of either party makes such performance impossible, except a Disability as
defined in this Agreement, provided that the parry subject to the force majeure provides notice of such force majeure
at the first reasonable opportunity. Under such circumstances, performance
under this Agreement which related to the delay shall be suspended for the
duration of the delay provided the delayed party shall resume performance of
its obligations with due diligence once the delaying event subsides. In case of
any such suspension, the parties shall use their best efforts to overcome the
cause and effect of such suspension.</p>



<p>10.6&nbsp;&nbsp;&nbsp;&nbsp; Remedies. EMPLOYEE acknowledges that because of the nature of COMPANY's business, and the fact that the services to be
performed by EMPLOYEE pursuant to this Agreement are of a special, unique,
unusual, extraordinary, and intellectual character which give them a peculiar
value, a breach of this Agreement shall cause substantial injury to COMPANY for
which money damages cannot reasonably be ascertained and for which money
damages would be inadequate. EMPLOYEE therefore agrees that COMPANY shall have
the right to obtain injunctive relief, including the right to have the
provisions of this Agreement specifically enforced by any court having equity junsdiction, in addition to any other remedies that COMPANY
may have.</p>



<p>10.7&nbsp;&nbsp;&nbsp;&nbsp; Severability. If any term, provision,
covenant, paragraph, or condition of this Agreement is held to be invalid,
illegal, or unenforceable by any court of competent jurisdiction, that
provision shall be limited or eliminated to the minimum extent necessary so
this Agreement shall otherwise remain enforceable in full force and effect.</p>



<p>10.8&nbsp;&nbsp;&nbsp;&nbsp; Construction. Headings and captions are only for convenience and
shall not affect the construction or interpretation of this Agreement. Whenever
the context requires, words, used in the singular shall be construed to include
the plural and vice versa, and pronouns of any gender shall be deemed to
include the masculine, feminine, or neuter gender.</p>



<p>10.9&nbsp;&nbsp;&nbsp;&nbsp; Counterpart Copies. This Agreement may be signed in counterpart
copies, each of which shall represent an original document, and all of which
shall constitute a single document.</p>



<p>10.10&nbsp;&nbsp; No Adverse Construction. The rule that a contract is to be
construed against the party drafting the contract is hereby waived, and shall
have no applicability in construing this Agreement or the terms hereof.</p>



<p>10.11&nbsp;&nbsp; Entire Agreement. With respect to its subject matter, namely, the
employment by COMPANY of EMPLOYEE, this Agreement (including the documents
expressly incorporated therein, such as the Employee Confidentiality Agreement),
contains the entire understanding between the parties, and supersedes any prior
agreements, understandings, and communications between the parties, whether
oral, written, implied or otherwise, including, but not limited to, the
original offer of employment letter.</p>



<p>10.12&nbsp;&nbsp; Assistance of Counsel. EMPLOYEE expressly acknowledges that he was
given the right to be represented by counsel of his own choosing in connection
with the terms of this Agreement.</p>



<p>The parties execute this Agreement as of the date stated
above:</p>





<p>MENTOR CORPORATION<br>
<br>
/S/CHRISTOPHER J. CONWAY<br>
President and Chief Executive Officer</p>





<p>NOTICE ADDRESS:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NOTICE
ADDRESS:<br>
310 Beech Court&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 201
Mentor Drive<br>
Buellton, California 93427&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Santa
Barbara, California 93111</p>



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