**Exhibit 10.2****EMPLOYMENT AGREEMENT**This Employment Agreement, effective as of **February 5, 2007**, is by and between **MENTORCorporation**(“COMPANY”), with its executive offices at 201 Mentor Drive, Santa Barbara, California93111, and **EDWARD S. NORTHUP**(“EMPLOYEE”).**RECITALS**COMPANY is in the business of manufacturing, distributing and selling medical devices andrelated products. EMPLOYEE has experience in this business and possesses valuable skills andexperience, which will be used in advancing COMPANY’s interests. EMPLOYEE is willing to be engagedby COMPANY and COMPANY is willing to engage EMPLOYEE in an executive capacity responsible for ALLOPERATING functions of COMPANY, upon the terms and conditions set forth in this Agreement.**AGREEMENT**EMPLOYEE and COMPANY, intending to be legally bound, agree as follows:1. SERVICES1.1 General Services.1.1.1 COMPANY shall employ EMPLOYEE as CHIEF OPERATING OFFICER. EMPLOYEE shall havesuch duties, authorities and responsibilities commensurate with the duties,authorities and responsibilities of persons in similar capacities in similarlysized companies and such other duties and responsibilities as the Board ofDirectors of the COMPANY (the “Board”) shall designate that are consistent with theEMPLOYEE’s position as CHIEF OPERATING OFFICER of the COMPANY. To the extent thatthey do not materially reduce the scope of the responsibilities described above,EMPLOYEE’s duties may change from time to time on reasonable notice, based on theneeds of COMPANY and EMPLOYEE’s skills as determined by COMPANY. These dutiesshall hereinafter be referred to as “Services.” EMPLOYEE shall report directly tothe President/CEO of the COMPANY or, from time to time, to a designee of thePresident/CEO, provided that (i) EMPLOYEE’s Services, as described above, remainmaterially unchanged and (ii) the changed reporting structure is consistent withreporting and organizational structures that exist from time to time in similarlysized companies.
 
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1.1.2 In the event that EMPLOYEE shall from time to time serve COMPANY as adirector or shall serve in any other office during the term of this Agreement;EMPLOYEE shall serve in such capacities without further compensation.1.1.3. EMPLOYEE shall devote his entire working time, attention, and energies tothe business of COMPANY, and shall not, during the term of this Agreement, beengaged in any other business activity whether or not such business activity ispursued for gain, profit or other pecuniary advantage, without the prior writtenconsent of the Board of Directors of COMPANY. This shall not be construed aspreventing EMPLOYEE from investing his assets in a form or manner that does notrequire any services on the part of EMPLOYEE in the operation or affairs of theentities in which such investments are made, or from engaging in such civic,charitable, religious, or political activities that do not interfere with theperformance of EMPLOYEE’s duties hereunder.1.2 Best Abilities. EMPLOYEE shall serve COMPANY faithfully and to the best ofEMPLOYEE’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 thebest interests of COMPANY.1.3 Corporate Authority. EMPLOYEE, as an executive officer, shall comply with alllaws and regulations applicable to EMPLOYEE as a result of this Agreement, including, butnot limited to, the Securities Act of 1933 and Securities Act of 1934. Prior to theexecution of this Agreement, EMPLOYEE has received and reviewed COMPANY’s Policies andProcedures and COMPANY’s Employee Handbook. EMPLOYEE shall comply with COMPANY’s Policiesand Procedures, and practices now in effect or as later amended or adopted by COMPANY, asrequired of similarly-situated executives of COMPANY.2. TERMThis Agreement shall commence upon the execution of this Agreement (the “Effective Date”) andshall have an initial term of three (3) years unless terminated as provided in Section 4 of thisAgreement. On the third anniversary of the Effective Date, this Agreement automatically will renewfor an additional three-year term, unless either party provides the other party with written noticeof non-renewal at least 120 days prior to the date of the automatic renewal. In the event that theCOMPANY provides written notice of non-renewal to the EMPLOYEE as provided in the precedingsentence, then EMPLOYEE shall be entitled to the payments described in Section 4.2.5 below as ofthe date of the expiration of this Agreement.
 
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3. COMPENSATION AND BENEFITS3.1 Compensation. EMPLOYEE’s total compensation consists of base salary, bonuspotential, stock options, and medical and other benefits generally provided to employees ofCOMPANY. Any compensation paid to EMPLOYEE shall be pursuant to COMPANY’s policies andpractices for exempt employees and shall be subject to all applicable laws and requirementsregarding the withholding of federal, state and/or local taxes. Compensation provided inthis Agreement is full payment for Services and EMPLOYEE shall receive no additionalcompensation for extraordinary services unless otherwise authorized. EMPLOYEE’s entirecompensation package will be reviewed annually by the Compensation Committee of the Boardof Directors, a practice which is consistent with COMPANY’s Executive Compensation Program.3.1.1 Base Compensation. COMPANY agrees to pay EMPLOYEE an annualizedbase salary of FOUR HUNDRED THOUSAND DOLLARS AND NO CENTS ($400,000.) lessapplicable withholdings, payable in equal installments no less frequently thansemi-monthly. 3.1.2 Cash Incentive Bonus. EMPLOYEE shall be eligible toparticipate in the COMPANY’s Incentive Bonus Plans, as in effect from time totime, for an annual or more frequent cash incentive bonus, subject toapplicable withholdings, of SEVENTY-FIVE (75) Percent of EMPLOYEE’s annualbase salary, for achievement of target-level performance, and a maximum bonusof not less than NINETY-SEVEN AND ONE-HALF (97.5) Percent of EMPLOYEE’s basesalary for achievement of extraordinary performance thereunder, and subject toapproval by COMPANY’s [Compensation Committee of the Board/Chief ExecutiveOfficer]. Any cash incentive bonus shall accrue and become payable toEMPLOYEE only if EMPLOYEE is employed with COMPANY on the last day of thefiscal year for which the cash incentive bonus is calculated.  3.1.3 Stock Options. Based upon satisfactory performance,under the Plan, COMPANY expects that EMPLOYEE will qualify for grants ofoptions to acquire common stock of COMPANY subject to determination by theBoard of Directors, of an amount which is consistent with COMPANY’s ExecutiveCompensation Program. Any such grants shall also be subject to performanceconsiderations as well as the determination of the Board of Directors.3.2 Business Expenses. COMPANY shall reimburse EMPLOYEE for business expensesreasonably incurred in performing Services according to COMPANY’s Expense ReimbursementPolicy.
 
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3.3 Additional Benefits. COMPANY shall provide EMPLOYEE those additionalbenefits normally granted by COMPANY to its employees subject to eligibilityrequirements applicable to each benefit. COMPANY has no obligation to provide any otherbenefits unless provided for in this Agreement. Currently COMPANY provides major medical,dental, life, salary continuation, long term disability benefits and eligibility toparticipate in COMPANY’s 401(k) plan.3.4 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 vacationshall be selected by EMPLOYEE and approved by the President and Chief Executive Officer ofCOMPANY.4. TERMINATION4.1 Circumstances Of Termination. This Agreement and the employment relationshipbetween COMPANY and EMPLOYEE may be terminated as follows: 4.1.1 Death. This Agreement shall terminate uponEMPLOYEE’s death, effective as of the date of EMPLOYEE’s death.  4.1.2 Disability. COMPANY may, at its option, eithersuspend compensation payments or terminate this Agreement due to EMPLOYEE’sDisability if EMPLOYEE is incapable, even with reasonable accommodation byCOMPANY, of performing the Services because of accident, injury, or physicalor mental illness for ONE HUNDRED EIGHTY (180) consecutive days, or is unableor shall have failed to perform the Services for a total period of ONE HUNDREDEIGHTY (180) within a TWELVE (12) month period, regardless of whether suchdays are consecutive. If COMPANY suspends compensation payments because ofEMPLOYEE’s Disability, COMPANY shall resume compensation payments whenEMPLOYEE resumes performance of the Services. If COMPANY elects to terminatethis Agreement due to EMPLOYEE’s Disability, it must first give EMPLOYEE TEN(10) WORKING days advance written notice.  4.1.3 Discontinuance Of Business. If COMPANY discontinuesoperating its business, this Agreement shall terminate as of the last day ofthe month on which COMPANY ceases its entire operations with the same effectas if that last date were originally established as termination date of thisAgreement.
 
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  4.1.4 For Cause. COMPANY may terminate this Agreement withoutadvance notice for Cause. For the purpose of this Agreement, “Cause” shall meanany failure to comply in any material respect with this Agreement or any Agreementincorporated herein; personal or professional misconduct by EMPLOYEE (including,but not limited to, criminal activity or gross or willful neglect of duty); breach ofEMPLOYEE’s fiduciary duty to the COMPANY; conduct which threatens public health orsafety, or threatens to do immediate or substantial harm to COMPANY’s business orreputation; or any other misconduct, deficiency, failure of performance, breach ordefault, reasonably capable of being remedied or corrected by EMPLOYEE. To theextent that a breach pursuant to this Section 4.1.4 is curable by EMPLOYEE withoutharm to COMPANY and/or it’s reputation, COMPANY shall, instead of immediatelyterminating EMPLOYEE pursuant to this Agreement, provide EMPLOYEE with notice ofsuch breach, specifying the actions required to cure such breach, and EMPLOYEEshall have ten (10) days to cure such breach by performing the actions sospecified. If EMPLOYEE fails to cure such breach within the ten (10) day periodCOMPANY may terminate this Agreement without further notice.COMPANY’s exercise of its right to terminate under this section shall be withoutprejudice to any other remedy to which COMPANY may be entitled at law, in equity,or under this Agreement. 4.1.5. Resignation by EMPLOYEE for Good Reason. This Agreement andemployment relationship is terminable by either party, with or without cause,including but not limited to resignation by EMPLOYEE for Good Reason, at anytime upon THIRTY (30) days’ advance written notice to the other party. Forpurposes of this Agreement, “Good Reason” shall mean the occurrence of any ofthe following without EMPLOYEE’s express written consent: (i) a significantreduction of EMPLOYEE’s material duties, authorities or responsibilities asprovided in this Agreement; provided however, except in the Change of Controlcontext, EMPLOYEE’s reporting structure may be realigned at any time, asdescribed in Section 1.1.1, without triggering this definition of Good Reason;(ii) a reduction in Base Compensation or Cash Incentive Bonus other than aone-time reduction of not more than 10% that also is applied to substantiallyall other senior executives at the COMPANY; (iii) a material reduction inEMPLOYEE’s benefits as compared to the benefits in effect on the EffectiveDate; (iv) EMPLOYEE must perform a significant portion of his duties at alocation other than COMPANY headquarters; or (v) COMPANY headquarters arerelocated more than 50 miles from the current location in Santa Barbara,California. 4.1.6. Change of Control. If employment is terminated within TWELVE (12)months after the occurrence of any of the events described as a Change ofControl under the provisions of the Long-Term Incentive Plan as then definedat the time of such Change of Control,EMPLOYEE shall be entitled to severance compensation pursuant to Section4.2.6 (i),(ii),(iii),(iv) and (v).
 
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4.2 EMPLOYEE’s Rights Upon Termination 4.2.1 Death. Upon termination of this Agreement becauseof death of EMPLOYEE pursuant to Section 4.1.1 above, COMPANY shall have nofurther obligation to EMPLOYEE under the Agreement except to distribute toEMPLOYEE’s estate or designated beneficiary any unpaid compensation andreimbursable expenses, less applicable withholdings, owed to EMPLOYEE prior tothe date of EMPLOYEE’s death.  4.2.2 Disability. Upon termination of this Agreementbecause of Disability of EMPLOYEE pursuant to Sections 4.1.2 above, COMPANYshall have no further obligation to EMPLOYEE under the Agreement except todistribute to EMPLOYEE’s estate or designated beneficiary any unpaidcompensation and reimbursable expenses, less applicable withholdings, owed toEMPLOYEE prior to the date of EMPLOYEE’s termination due to Disability.  4.2.3 Discontinuance Of Business. Upon termination ofthis Agreement because of discontinuation of COMPANY’s business pursuant toSection 4.1.3, COMPANY shall have no further obligation to EMPLOYEE under theAgreement except to distribute to EMPLOYEE any unpaid compensation andreimbursable expenses, less applicable withholdings, owed to EMPLOYEE prior tothe date of termination of this Agreement.  4.2.4 Voluntary Termination without Good Reason;TerminationWith Cause. Upon voluntary termination of EMPLOYEE’s employment byEMPLOYEE without Good Reason or termination of EMPLOYEE’s employment for Causepursuant to Section 4.1.4, COMPANY shall have no further obligation toEMPLOYEE under this Agreement except to distribute to EMPLOYEE:i. Any compensation and reimbursable expenses owed to EMPLOYEE by COMPANYthrough the termination date, less applicable withholdings; andii. Severance compensation as provided for in COMPANY’s Severance Policy,if any, less applicable withholdings.
 
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 4.2.5 Termination Without Cause; Resignation for Good Reason;Non-renewal of Agreement by COMPANY. Upon termination ofEMPLOYEE’s employment by COMPANY without Cause pursuant to Section 4.1.4,or if EMPLOYEE terminates this Agreement at any time for Good Reason, orif Company does not renew the term of the Agreement as provided in Section2 above, then COMPANY shall have no further obligation to EMPLOYEE underthis Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE inaccordance with Section 3.1.1 , and reimbursable expenses owed byCOMPANY to EMPLOYEE through the termination date, less applicablewithholdings; and  ii. Reimbursement of full COBRA premium forTWENTY-FOUR (24) months following termination. Should EMPLOYEEdiscontinue COBRA coverage or elect alternative coverage, a cashpayment will not be provided in lieu of payment of premium;  iii. A pro-rated share of the Cash IncentiveBonus that would be due to EMPLOYEE if EMPLOYEE had remained employedwith COMPANY through the last day of the fiscal year for which thecash incentive bonus is calculated, less applicable withholdingsand/or any other applicable bonus or compensation program as approvedby the Board of Directors; and  iv. Severance compensation totalingTWENTY-FOUR- (24) months base pay, determined at EMPLOYEE’sthen-current rate of base pay; however, EMPLOYEE may elect to accepta lesser amount of severance than stipulated if EMPLOYEE deems itbeneficial to him/her in light of various income and excise taxconsiderations. In consideration for this severance compensation,EMPLOYEE, on behalf of himself, his agents, heirs, executors,administrators, and assigns, expressly releases and foreverdischarges COMPANY and its successors and assigns, and all of itsrespective agents, directors, officers, partners, employees,representatives, insurers, attorneys, parent companies, subsidiaries,affiliates, and joint ventures, and each of them, from any and allclaims based upon acts or events that occurred on or before the dateon which EMPLOYEE accepts the severance compensation, including anyclaim arising under any state or federal statute or common law,including, but not limited to, Title VII of the Civil Rights Act of1964, 42 U.S.C. “ 2000e, et seq., the Americans withDisabilities Act, 42 U.S.C. “ 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. “ 623, et.seq., the Worker Adjustment and Retraining Notification Act,29 U.S.C. “ 2101, et. seq., and the California FairEmployment and Housing Act, Cal. Gov’t Code “ 12940, etseq. EMPLOYEE acknowledges that he is familiar with section1542 of the California Civil Code, which reads as follows:
 
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVORAT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BYHIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THEDEBTOR.EMPLOYEE expressly acknowledges and agrees that he is releasingall known and unknown claims, and that he is waiving all rights hehas or may have under Civil Code Section 1542 or under any otherstatute or common law principle of similar effect. EMPLOYEEacknowledges that the benefits he is receiving in exchange forthis Release are more than the benefits to which he otherwisewould have been entitled, and that such benefits constitute validand adequate consideration for this Release. EMPLOYEE furtheracknowledges that he has read this Release, understands all of itsterms, and has consulted with counsel of his choosing beforesigning this Agreement.Severance compensation pursuant to this paragraph shall be in lieuof any other severance benefit to which EMPLOYEE would otherwisebe entitled, under either any other provision to this Agreement orany COMPANY policies in effect on the date of execution of thisAgreement. During the first six (6) months after termination,EMPLOYEE’s severance compensation shall accrue, payable in onelump sum payment, less applicable withholdings, on the seventhmonth after termination, subject to the Internal Revenue Serviceguidance providing that the imposition of tax under InternalRevenue Code Section 409A does not apply to such payments.
 
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 4.2.6 Termination Due to Change Of Control.  If employment isterminated within TWELVE (12) months AFTER any of the events delineated inSection 4.1.6 of this Agreement (“Change of Control”),COMPANY shall have no further obligation to EMPLOYEE under this Agreementexcept to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE inaccordance with Section 3.1.1 and reimbursable expenses owed byCOMPANY to EMPLOYEE through the termination date, less applicablewithholdings; and  ii. A ONE HUNDRED PERCENT (100%) of the CashIncentive Bonus that would be due to EMPLOYEE if EMPLOYEE hadremained employed with COMPANY through the last day of the fiscalyear for which the cash incentive bonus is calculated, lessapplicable withholdings and/or any other applicable bonus orcompensation program as approved by the Board of Directors; and  iii. Any options awarded and pursuant to the Long-Term IncentivePlan applicable to EMPLOYEE’s option award(s); and  iv. Reimbursement of full COBRA premium forTWENTY-FOUR (24) months following termination. Should EMPLOYEEdiscontinue COBRA coverage or elect alternative coverage, a cashpayment will not be provided in lieu of payment of premium; and  v. Severance compensation totaling TWENTY-FOUR(24) months base pay, determined at EMPLOYEE’s then-current rate ofbase pay; however, EMPLOYEE may elect to accept a lesser amount ofseverance than stipulated if EMPLOYEE deems it beneficial to him/herin light of various income and excise tax considerations. Inconsideration for this severance compensation, EMPLOYEE, on behalf ofhimself, his agents, heirs, executors, administrators, and assigns,expressly releases and forever discharges COMPANY and its successorsand assigns, and all of its respective agents, directors, officers,partners, employees, representatives, insurers, attorneys, parentcompanies, subsidiaries, affiliates, and joint ventures, and each ofthem, from any and all claims based upon acts or events that occurredon or before the date on which EMPLOYEE accepts the severancecompensation, including any claim arising under any state or federalstatute or common law, including, but not  
 
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   limited to, Title VII ofthe Civil Rights Act of 1964, 42 U.S.C. '' 2000e, etseq., the Americans with Disabilities Act, 42 U.S.C. ''12101, etseq.,  the Age Discrimination in Employment Act, 29 U.S.C. '' 623,etseq., the Worker Adjustment and RetrainingNotification Act, 29 U.S.C. '' 2101, etseq., andthe California Fair Employment and Housing Act, Cal. Gov’t Code ''12940, etseq. EMPLOYEE acknowledges that he isfamiliar with section 1542 of the California Civil Code, whichreads as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITORDOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS SETTLEMENT WITH THE DEBTOR.EMPLOYEE expressly acknowledges and agrees that he is releasingall known and unknown claims, and that he is waiving all rights hehas or may have under Civil Code Section 1542 or under any otherstatute or common law principle of similar effect. EMPLOYEEacknowledges that the benefits he is receiving in exchange forthis Release are more than the benefits to which he otherwisewould have been entitled, and that such benefits constitute validand adequate consideration for this Release. EMPLOYEE furtheracknowledges that he has read this Release, understands all of itsterms, and has consulted with counsel of his choosing beforesigning this Agreement.Severance compensation pursuant to this paragraph shall be in lieuof any other severance benefit to which EMPLOYEE would otherwisebe entitled, either under any provision to this Agreement or anyCOMPANY policies in effect on the date of execution of thisAgreement. During the first six (6) months after termination,EMPLOYEE’s severance compensation shall accrue, payable in onelump sum payment, less applicable withholdings, on the seventhmonth after termination, subject to the Internal Revenue Serviceguidance providing that the imposition of tax under InternalRevenue Code Section 409A does not apply to such payments.
 
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5. REPRESENTATIONS AND WARRANTIES5.1 Representations of EMPLOYEE. EMPLOYEE represents and warrants thatEMPLOYEE has all right, power, authority and capacity, and is free to enter intothis Agreement; that by doing so, EMPLOYEE will not violate or interfere with the rights ofany other person or entity; and that EMPLOYEE is not subject to any contract, understandingor obligation that will or might prevent, interfere with or impair the performance of thisAgreement by EMPLOYEE. EMPLOYEE shall indemnify and hold COMPANY harmless with respect toany losses, liabilities, demands, claims, fees, expenses, damages and costs (includingattorneys’ fees and court costs) resulting from or arising out of any claim or action basedupon EMPLOYEE’s entering into this Agreement.5.2 Representations of COMPANY. COMPANY represents and warrants that it has allright, power and authority, without the consent of any other person, to execute anddeliver, and perform its obligations under, this Agreement. All corporate and otheractions required to be taken by COMPANY to authorize the execution, delivery andperformance of this Agreement and the consummation of all transactions contemplated herebyhave been duly and properly taken. This Agreement is the lawful, valid and legally bindingobligation of COMPANY enforceable in accordance with its terms.5.3 Materiality of Representations. The representations, warranties and covenantsset forth in this Agreement shall be deemed to be material and to have been relied upon bythe parties hereto.6. COVENANTS6.1 Nondisclosure and Invention Assignment. EMPLOYEE acknowledges that, as aresult of performing the Services, EMPLOYEE shall have access to confidential and sensitiveinformation concerning COMPANY’s business including, but not limited to, their businessoperations, sales and marketing data, and manufacturing processes. EMPLOYEE alsoacknowledges that in the course of performing the Services, EMPLOYEE may develop newproduct ideas or inventions as a result of COMPANY’s information. Accordingly, to preserveCOMPANY’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 formof Employee Confidentiality Agreement attached hereto as Exhibit A, and execute updatedversions of the Employee Confidentiality Agreement as it may be modified from time to timeby COMPANY and as may be required of similarly-situated executives of COMPANY. TheEmployee Confidentiality Agreement is incorporated herein by this reference. EMPLOYEE’sobligations under the Employee Confidentiality Agreement continue beyond the termination ofthis Agreement.
 
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6.2 Covenant Not to Compete. EMPLOYEE agrees that solely in the event ofthe sale or acquisition of the COMPANY, and to the maximum extent permitted by applicablelaw, EMPLOYEE shall abide by the following covenant not to compete. The sale or acquisitionof the COMPANY shall include the COMPANY’s sale of its goodwill, or its sale of all or substantially all of its operating assets, together withthe goodwill, or its sale or other disposition of its ownership interest in COMPANY or asotherwise provided in California Business and Professions Code Section 16601. The covenantnot to compete shall exist only in the event that following the termination of thisAgreement (and only in the event of the sale or acquisition of the COMPANY), the COMPANYelects, at its sole discretion, to invoke its restrictions. To exercise this covenant notto compete, the COMPANY shall notify EMPLOYEE within ten (10) days of termination of thisAgreement of its intention to exercise this option and make an additional payment toEMPLOYEE of TWELVE (12) months’ base monthly salary determined at EMPLOYEE’s last rate ofbase monthly salary (and not including any bonus for which the EMPLOYEE may be eligible)with COMPANY. Pursuant to this covenant not to compete, EMPLOYEE agrees that for a periodof one (1) year following the termination date of this Agreement, EMPLOYEE shall notdirectly 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 towork engaged in by EMPLOYEE on behalf of COMPANY within the same geographic territory wherethe COMPANY carries on or conducts business, and which is directly competitive with thebusiness conducted or to EMPLOYEE’s knowledge, contemplated by COMPANY at the time oftermination of this Agreement, (other than investments in professionally managed funds overwhich the EMPLOYEE does not have control or discretion in investment decisions andinvestments in publicly traded companies, so long as EMPLOYEE’S beneficial ownership doesnot exceed 2% of the public companies outstanding voting stock). EMPLOYEE may acceptemployment with an entity competing with COMPANY only if the business of that entity isdiversified and EMPLOYEE is employed solely with respect to a separately-managed andseparately-operated part of that entity’s business that does not compete with COMPANY.Prior to accepting such employment, EMPLOYEE and the prospective employer entity shallprovide COMPANY with written assurances reasonably satisfactory to COMPANY that EMPLOYEEwill not render services directly or indirectly to any part of that entity’s business thatcompetes with the business of COMPANY.EMPLOYEE acknowledges that (i) EMPLOYEE is familiar with the foregoing covenant not tocompete; (ii) EMPLOYEE is an officer and key member of the management of COMPANY; (iii)EMPLOYEE is a shareholder of the COMPANY; (iv) the goodwill associated with the existingbusiness, customers and assets of COMPANY prior to any sale or acquisition of the COMPANYis an integral component of the value of COMPANY; and (v) EMPLOYEE’s agreement as set forthherein is necessary and reasonable with respect to its length of time, scope and geographiccoverage, in order to protect the goodwill related to the COMPANY in connection with itssale or acquisition.
 
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6.3 Covenant to Deliver Records. All memoranda, notes, records and otherdocuments made or compiled by EMPLOYEE, or made available to EMPLOYEE during the term ofthis Agreement concerning the business of COMPANY, shall be and remain COMPANY’s propertyand shall be delivered to COMPANY upon the termination of this Agreement or at any othertime on request.6.4 Covenant Not To Recruit. EMPLOYEE shall not, during the term of thisAgreement 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 otherindividual or entity, solicit, interfere with, induce (or attempt to induce) or endeavor toentice away any employee associated with COMPANY to become affiliated with him or any otherindividual or entity.7. CERTAIN RIGHTS OF COMPANY7.1 Announcement. COMPANY shall have the right to make public announcementsconcerning the execution of this Agreement and certain terms thereof.7.2 Use of Name, Likeness and Biography. COMPANY shall have the right (but notthe obligation) to use, publish and broadcast, and to authorize others to do so, the name,approved likeness and approved biographical material of EMPLOYEE to advertise, publicizeand promote the business of COMPANY and its affiliates, but not for the purposes of directendorsement without EMPLOYEE’s consent. An “approved likeness” and “approved biographicalmaterial” shall be, respectively, any photograph or other depiction of EMPLOYEE, or anybiographical information or life story concerning the professional career of EMPLOYEE.7.3 Right to Insure. COMPANY shall have the right to secure in its own name, orotherwise, and at its own expense, life, health, accident or other insurance coveringEMPLOYEE, 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 andby signing such applications and other instruments as may be required by the insurancecarriers to which application is made for any such insurance.
 
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8. ASSIGNMENTNeither party may assign or otherwise dispose of its rights or obligations under thisAgreement 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 affiliateof COMPANY or to any entity that is a party to a merger, reorganization, or consolidation withCOMPANY, or to a subsidiary of COMPANY, or to any entity that acquires substantially all of theassets of COMPANY or of any division with respect to which EMPLOYEE is providing services (providing such assignee assumes COMPANY’sobligations under this Agreement). EMPLOYEE shall, if requested by COMPANY, perform EMPLOYEE’sduties and Services, as specified in this Agreement, for the benefit of any subsidiary or otheraffiliate of COMPANY. Upon assignment, acquisition, merger, consolidation or reorganization, theterm “COMPANY” 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 underthis 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 orotherwise encumber EMPLOYEE’s right to receive compensation hereunder without the express writtenconsent of COMPANY.9. RESOLUTION OF DISPUTESIn the event of any dispute arising out of or in connection with this Agreement or in any wayrelating to the employment of EMPLOYEE which leads to the filing of a lawsuit, the parties agreethat venue and jurisdiction shall be in Santa Barbara County, California. The prevailing party inany such litigation shall be entitled to an award of costs and reasonable attorneys’ fees to bepaid by the losing party.10. GENERAL PROVISIONS10.1 Notices. Notice under this Agreement shall be sufficient only if personallydelivered by a major commercial paid delivery courier service or mailed by certified orregistered mail (return receipt requested and postage pre-paid) to the other party at itsaddress set forth in the signature block below or to such other address as may bedesignated by either party in writing. If not received sooner, notices by mail shall bedeemed received five (5) days after deposit in the United States mail.10.2 Agreement Controls. Unless otherwise provided for in this Agreement, theCOMPANY’s policies, procedures and practices shall govern the relationship between EMPLOYEEand COMPANY. If, however, any of COMPANY’s policies, procedures and/or practices conflictwith this Agreement (together with any amendments hereto), this Agreement (and anyamendments hereto) shall control.10.3 Amendment and Waiver. Any provision of this Agreement may be amended ormodified and the observance of any provision may be waived (either retroactively orprospectively) only by written consent of the parties. Either party’s failure to enforceany provision of this Agreement shall not be construed as a waiver of that party’s right toenforce such provision.10.4 Governing Law. This Agreement and the performance hereunder shall beinterpreted under the substantive laws of the State of California.
 
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10.5 Force Majeure. Either party shall be temporarily excused from performingunder this Agreement if any force majeure or other occurrence beyond the reasonable controlof either party makes such performance impossible, except a Disability as defined in thisAgreement, provided that the party subject to the force majeure provides notice of suchforce majeure at the first reasonable opportunity. Under such circumstances, performanceunder this Agreement which related to the delay shall be suspended for the duration of thedelay provided the delayed party shall resume performance of its obligations with duediligence once the delaying event subsides. In case of any such suspension, the partiesshall use their best efforts to overcome the cause and effect of such suspension.10.6 Remedies. EMPLOYEE acknowledges that because of the nature of COMPANY’sbusiness, and the fact that the services to be performed by EMPLOYEE pursuant to thisAgreement are of a special, unique, unusual, extraordinary, and intellectual characterwhich give them a peculiar value, a breach of this Agreement shall cause substantial injuryto COMPANY for which money damages cannot reasonably be ascertained and for which moneydamages would be inadequate. EMPLOYEE therefore agrees that COMPANY shall have the rightto obtain injunctive relief, including the right to have the provisions of this Agreementspecifically enforced by any court having equity jurisdiction, in addition to any otherremedies that COMPANY may have.10.7 Severability. If any term, provision, covenant, paragraph, or condition ofthis Agreement is held to be invalid, illegal, or unenforceable by any court of competentjurisdiction, that provision shall be limited or eliminated to the minimum extent necessaryso this Agreement shall otherwise remain enforceable in full force and effect.10.8 Construction. Headings and captions are only for convenience and shall notaffect the construction or interpretation of this Agreement. Whenever the contextrequires, words, used in the singular shall be construed to include the plural and viceversa, and pronouns of any gender shall be deemed to include the masculine, feminine, orneuter gender.10.9 Counterpart Copies. This Agreement may be signed in counterpart copies, eachof which shall represent an original document, and all of which shall constitute a singledocument.10.10 No Adverse Construction. The rule that a contract is to be construed againstthe party drafting the contract is hereby waived, and shall have no applicability inconstruing this Agreement or the terms hereof.10.11 Entire Agreement. With respect to its subject matter, namely, theemployment by COMPANY of EMPLOYEE, this Agreement (including the documents expresslyincorporated therein, such as the Employee Confidentiality Agreement andthe offer of employment letter dated December, 14, 2006), contains the entire understandingbetween the parties, and supersedes any prior agreements, understandings, andcommunications between the parties, whether oral, written, implied or otherwise.10.12 Assistance of Counsel. EMPLOYEE expressly acknowledges that he was given theright to be represented by counsel of his own choosing in connection with the terms of thisAgreement.
 
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The parties execute this Agreement as of the date stated below:     **EMPLOYEE/DATE** **MENTOR CORPORATION/DATE**       By       EDWARD S. NORTHUP/Date Joshua Levine/Date  President/CEO  Mentor Corporation     **NOTICE ADDRESS:** **NOTICE ADDRESS:**  201 Mentor Drive  Santa Barbara, California 93111
 
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