Filed by Bowne Pure Compliance



 




Exhibit 10.1




MENTOR CORPORATION




AMENDED AND RESTATED 2007 STRATEGIC EQUITY INCENTIVE PLAN

UNDER THE 2005 LONG-TERM INCENTIVE PLAN




Mentor Corporation, a Minnesota corporation (the “Corporation”), establishes this Amended and
Restated 2007 Strategic Equity Incentive Plan as of September 18, 2007 (the “Sub-Plan”) under the
Mentor Corporation 2005 Long-Term Incentive Plan (the “Plan”). Capitalized terms not defined
herein shall have the meaning set forth in the Plan.



1. Participants. The participants in the Sub-Plan shall be those key employees of the
Corporation listed on Exhibit A, as amended from time to time, who are Eligible Persons under the
Plan.



2. Options. Awards under the Sub-Plan shall be nonqualified stock options to acquire the
number of shares of Common Stock as indicated on Exhibit A. Each participant shall receive a
notice in the form of Exhibit B (the “Notice”) indicating the participant’s option grant.
Administrator action shall be required to effect the grant of options.



3. Terms of Option.



(a) Exercise Price. Options shall be granted at a premium to fair market value.
Unless the Administrator determines otherwise, the per share exercise price shall be as set forth
in the Notice.



(b) Vesting. Options shall vest and become exercisable, if at all, based upon the
Corporation’s achievement of fiscal year earnings per share (“EPS”) targets specified in the Notice
over a four (4) fiscal year performance period. The Administrator may adjust the EPS targets as
necessary to prevent the enlargement or diminution of participants’ rights in connection with
events described in Section 7.1 of the Plan.



(i) Fiscal Year Vesting. With respect to each fiscal year 2008, 2009, 2010, and 2011,
a percentage of the shares subject to each then outstanding option granted under the Sub-Plan shall
vest and become exercisable as of the last day of the fiscal year if the relevant EPS target has
been met or exceeded.



Attainment of an EPS target for one fiscal year, or the failure to attain such a target, shall not
affect the ability of a participant to earn the relevant vesting for another fiscal year nor affect
the ability of a participant to vest in the options pursuant to the Catch Up Vesting provisions in
Section 3(b) (ii) below.



(ii) Catch Up Vesting. Notwithstanding the provisions of Section 3(b)(i) of this
Sub-Plan, in the event the cumulative EPS in fiscal years 2008, 2009, 2010, and 2011 meets or
exceeds certain thresholds described in the Notice, a percentage of the shares subject to each then
outstanding option granted under the Sub-Plan shall vest and become exercisable as of the last day
of fiscal year 2011 such that the total vesting percentage of such option (including any vesting
that occurred with respect to a prior fiscal year) equals the Cumulative Vesting Percentage as
specified in the Notice.


 


 









 





(iii) Service Requirement. A participant must remain continuously in the employment
or service of the Corporation or one of its Subsidiaries through the last day of the relevant
fiscal year in order to vest in any portion of an option pursuant to Section 3(b)(i) or Section
3(b)(ii).



(c) Term of Options. Options granted under the Sub-Plan shall have a seven (7) year
term. However, in the event a participant’s continuous employment or service with the Corporation
or a Subsidiary terminates for any reason, the participant shall have ninety (90) days to exercise
that portion of the option that was vested as of the termination date (but in no event beyond the
term of the option).



(d) Change in Control. If there is a Change in Control Event, unvested shares subject
to each option granted under the Sub-Plan shall become vested immediately prior to the completion
of the Change in Control Event as follows:




	 	(i)	 	If the Change in Control Event occurs on or before March 31, 2009, the participant shall
become vested in the number of options required to bring the aggregate vesting to fifty percent
(50%) of the options; and
	 
	 	(ii)	 	If the Change in Control Event occurs after March 31, 2009, the participant shall become
vested in a number of options equal to fifty percent (50%) plus the number of vested options
immediately prior to the Change in Control Event, up to a total of one hundred percent (100%).





(e) Exercise of Option. A participant may exercise an option granted under the
Sub-Plan:




	 	(i)	 	With cash, check payable to the order of the Corporation, or electronic funds transfer;
	 
	 	(ii)	 	Through the delivery of previously owned shares of Common Stock; or
	 
	 	(iii)	 	Subject to such procedures as the Administrator may adopt, pursuant to a “cashless
exercise” with a third party who provides financing for the purposes of (or who otherwise
facilitates) the purchase or exercise of awards.





4. Amendment or Discontinuance of the Sub-Plan. The Administrator may, insofar as
permitted by law and subject to the limitations contained in the Plan, at any time or from time to
time, suspend or terminate the Sub-Plan or revise or amend it in any respect whatsoever; provided,
however, that the rights of participants under any option may not be modified in a sense less
favorable to them without their prior written consent.



5. Matters Not Treated by the Sub-Plan. To the extent not inconsistent with the provisions
of this Sub-Plan, the provisions of the Plan shall, as determined by the Administrator, also apply
to options granted under the Sub-Plan.



[Remainder of page left intentionally blank.]



 


 









 





EXHIBIT A




TO




MENTOR CORPORATION

AMENDED AND RESTATED 2007 STRATEGIC EQUITY INCENTIVE PLAN




UNDER THE 2005 LONG-TERM INCENTIVE PLAN




PARTICIPANTS




	 	 	 
	Participant	 	Option Shares
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 





 


 









 





EXHIBIT B




TO




MENTOR CORPORATION

AMENDED AND RESTATED 2007 STRATEGIC EQUITY INCENTIVE PLAN




UNDER THE 2005 LONG-TERM INCENTIVE PLAN




NOTICE OF STOCK OPTION AWARD




	 	 	 
	Participant’s Name and Address:

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 






You (the “Participant”) have been granted an option to purchase shares of Common Stock,
subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Mentor
Corporation Amended and Restated 2007 Strategic Equity Incentive Plan (the “Sub-Plan”) and the 2005
Long-Term Incentive Plan, as amended from time to time (the “Plan”). Unless otherwise defined
herein, the terms defined in the Sub-Plan and the Plan shall have the same defined meanings in this
Notice.



	 	 	 
	Award Number
	 	 
	 

	 	 
	Date of Award

	 	                         , 2007
	Fiscal Year Vesting:
	 	 






	 	 	 	 	 	 	 
	Fiscal year	 	EPS Target	 	Vesting Percentage
	 
	 	 	 	 	 	 
	2008

	 	 	 	 	10	%
	 
	 	 	 	 	 	 
	2009

	 	 	 	 	20	%
	 
	 	 	 	 	 	 
	2010

	 	 	 	 	30	%
	 
	 	 	 	 	 	 
	2011

	 	 	 	 	40	%







Catch-Up Vesting:



	 	 	 
	Cumulative EPS	 	Cumulative Vesting Percentage
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 





 


 









 





	 	 	 
	Exercise Price per Share

	 	$XX.00 
	Total Number of Shares Subject
to the Option (the “Shares”)
	 	 
	 

	 	 
	Total Exercise Price

	 	$                                                   
	Type of Option:

	 	Non-Qualified Stock Option
	Expiration Date:

	 	                    , 2014 
	Post-Termination Exercise Period:

	 	Ninety (90) Days






IN WITNESS WHEREOF, the Company and the Participant have executed this Notice and agree that
the Option is to be governed by the terms and conditions of this Notice, the Plan and the Sub-Plan.



	 	 	 	 	 
	 	 	Mentor Corporation,

a Minnesota corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:

Title:






THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT
ALL, ONLY DURING THE PERIOD OF THE CONTINUOUS EMPLOYMENT OR SERVICE (NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE PLAN OR THE SUB-PLAN SHALL CONFER UPON THE
PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE PARTICIPANT’S CONTINUOUS
EMPLOYMENT OR SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE RIGHT
OF THE COMPANY OR RELATED ENTITY TO WHICH THE PARTICIPANT PROVIDES SERVICES TO TERMINATE THE
PARTICIPANT’S CONTINUOUS EMPLOYMENT OR SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT
NOTICE. THE PARTICIPANT ACKNOWLEDGES THAT UNLESS THE PARTICIPANT HAS A WRITTEN
EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE PARTICIPANT’S STATUS IS AT WILL.



The Participant acknowledges receipt of a copy of the Plan and the Sub-Plan, and represents
that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option
subject to all of the terms and provisions hereof and thereof. The Participant has reviewed this
Notice, the Plan and the Sub-Plan in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Notice, and fully understands all provisions of this Notice, the
Plan and the Sub-Plan. The Participant hereby agrees that all questions of interpretation and
administration relating to this Notice, the Plan and the Sub-Plan shall be resolved by the
Administrator.


 


 









 





	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signed:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Participant