**Exhibit 10.10****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.”) Effective as of December 21, 2007, the Agreement isamended and restated in its entirety.**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 similarly sizedcompanies and such other duties and responsibilities as the Board of Directors ofthe COMPANY (the “Board”) shall designate that are consistent with the EMPLOYEE’sposition as CHIEF OPERATING OFFICER of the COMPANY. To the extent that they do notmaterially reduce the scope of the responsibilities described above, EMPLOYEE’sduties may change from time to time on reasonable notice, based on the needs ofCOMPANY and EMPLOYEE’s skills as determined by COMPANY. These duties shallhereinafter be referred to as “Services.” EMPLOYEE shall report directly to thePresident/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.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, theSecurities Act of 1933 and Securities Act of 1934. Prior to the execution of this Agreement,EMPLOYEE has received and reviewed COMPANY’s Policies and Procedures and COMPANY’s EmployeeHandbook. EMPLOYEE shall comply with COMPANY’s Policies and Procedures, and practices nowin effect or as later amended or adopted by COMPANY, as required of similarly-situatedexecutives 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..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 Board ofDirectors, a practice which is consistent with COMPANY’s Executive Compensation Program. 3.1.1 Base Compensation. COMPANY agrees to pay EMPLOYEE an annualized basesalary of Four Hundred Fifteen Thousand Dollars ($415,000.) less applicablewithholdings, payable in equal installments no less frequently than semi-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 annual basesalary, for achievement of target-level performance, and a maximum bonus of notless than NINETY-SEVEN AND ONE-HALF (97.5) Percent of EMPLOYEE’s base salaryfor 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 to EMPLOYEEonly if EMPLOYEE is employed with COMPANY on the last day of the fiscal yearfor 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.3.3 Additional Benefits. COMPANY shall provide EMPLOYEE those additional benefitsnormally granted by COMPANY to its employees subject to eligibility requirements applicableto each benefit. COMPANY has no obligation to provide any other benefits unless providedfor in this Agreement.Currently COMPANY provides major medical, dental, life, salary continuation, long termdisability benefits and eligibility to participate in COMPANY’s 401(k) plan.
 
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3.4 Vacation. EMPLOYEE shall accrue vacation equal to TWENTY (20) days per year, atthe rate of approximately 1.67 days per month. The time or times for such vacation shall beselected by EMPLOYEE and approved by the President and Chief Executive Officer of COMPANY.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 upon EMPLOYEE’sdeath, 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 physical ormental illness for ONE HUNDRED EIGHTY (180) consecutive days, or is unable orshall have failed to perform the Services for a total period of ONE HUNDREDEIGHTY (180) within a TWELVE (12) month period, regardless of whether such daysare consecutive. If COMPANY suspends compensation payments because ofEMPLOYEE’s Disability, COMPANY shall resume compensation payments when EMPLOYEEresumes performance of the Services. If COMPANY elects to terminate thisAgreement 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 effect asif that last date were originally established as termination date of thisAgreement. 4.1.4 For Cause. COMPANY may terminate this Agreementwithout advance notice for Cause. For the purpose of this Agreement, “Cause”shall mean any failure to comply in any material respect with this Agreement orany Agreement incorporated herein; personal or professional misconduct byEMPLOYEE (including, but not limited to, criminal activity or gross or willfulneglect of duty); breach of EMPLOYEE’s fiduciary duty to the COMPANY; conductwhich threatens public health or safety, or threatens to do immediate orsubstantial harm to COMPANY’s business or reputation; or any other misconduct,deficiency, failure of performance, breach or default, reasonably capable ofbeing remedied or corrected by EMPLOYEE. To the extent that a breach pursuantto this Section 4.1.4 is curable by EMPLOYEE without harm to COMPANY and/orit’s reputation, COMPANY shall, instead of immediately terminating EMPLOYEEpursuant to this Agreement, provide EMPLOYEE with notice of such breach,specifying the actions required to cure such breach, and EMPLOYEE shall haveten (10) days to cure such breach by performing the actions so specified. IfEMPLOYEE fails to cure such breach within the ten (10) day period COMPANY mayterminate this Agreement without further notice. COMPANY’s exercise of itsright to terminate under this section shall be without prejudice to any otherremedy to which COMPANY may be entitled at law, in equity, or under thisAgreement.
 
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 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’sexpress written consent: (i) a significant reduction of EMPLOYEE’s materialduties, authorities or responsibilities as provided in this Agreement;provided however, except in the Change of Control context, EMPLOYEE’sreporting structure may be realigned at any time, as described in Section1.1.1, without triggering this definition of Good Reason; (ii) a materialreduction in Base Compensation or Cash Incentive Bonus other than a one-timereduction of not more than 10% that also is applied to substantially allother senior executives at the COMPANY; (iii) EMPLOYEE must perform asignificant portion of his duties at a location more than 50 miles fromCOMPANY headquarters; or (iv) COMPANY headquarters are relocated more than50 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 defined atthe time of such Change of Control, EMPLOYEE shall be entitled to severancecompensation pursuant to Sections 4.2.6 (i) through 4.2.6(v).4.2 EMPLOYEE’s Rights Upon Termination 4.2.1 Death. Upon termination of this Agreement because ofdeath 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 of thisAgreement because of discontinuation of COMPANY’s business pursuant to Section4.1.3, COMPANY shall have no further obligation to EMPLOYEE under the Agreementexcept to distribute to EMPLOYEE any unpaid compensation and reimbursableexpenses, less applicable withholdings, owed to EMPLOYEE prior to the date oftermination of this Agreement. 4.2.4 Voluntary Termination without Good Reason;Termination With Cause. Upon voluntary termination of EMPLOYEE’semployment by EMPLOYEE without Good Reason or termination of EMPLOYEE’semployment for Cause pursuant to Section 4.1.4, COMPANY shall have no furtherobligation to EMPLOYEE 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. 4.2.5 Termination Without Cause; Resignation for Good Reason;Non-renewal of Agreement by COMPANY. Upon termination of EMPLOYEE’semployment by COMPANY without Cause pursuant to Section 4.1.4, or if EMPLOYEEterminates this Agreement at any time for Good Reason, or if Company does notrenew the term of the Agreement as provided in Section 2 above, then COMPANYshall have no further obligation to EMPLOYEE under this Agreement except todistribute to EMPLOYEE:
 
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 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 Incentive Bonusthat would be due to EMPLOYEE if EMPLOYEE had remained employed withCOMPANY through the last day of the fiscal year for which the cashincentive bonus is calculated, less applicable withholdings and/or anyother applicable bonus or compensation program as approved by the Boardof Directors; and iv. 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/her inlight of various income and excise tax considerations. In considerationfor this severance compensation, EMPLOYEE, on behalf of himself, hisagents, heirs, executors, administrators, and assigns, expresslyreleases 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, fromany and all claims based upon acts or events that occurred on or beforethe date on which EMPLOYEE accepts the severance compensation,including any claim arising under any state or federal statute orcommon law, including, but not limited to, Title VII of the CivilRights Act of 1964, 42 U.S.C. “ 2000e, et seq., the Americanswith Disabilities Act, 42 U.S.C. “ 12101, et seq., the AgeDiscrimination 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 Fair Employment and HousingAct, Cal. Gov’t Code “ 12940, et seq. EMPLOYEE acknowledgesthat he is familiar with section 1542 of the California Civil Code,which reads as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR ATTHE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUSTHAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.EMPLOYEE expressly acknowledges and agrees that he is releasing allknown and unknown claims, and that he is waiving all rights he has ormay have under Civil Code Section 1542 or under any other statute orcommon law principle of similar effect. EMPLOYEE acknowledges thatthe benefits he is receiving in exchange for this Release are morethan the benefits to which he otherwise would have been entitled, andthat such benefits constitute valid and adequate consideration forthis Release. EMPLOYEE further acknowledges that he has read thisRelease, understands all of its terms, and has consulted with counselof his choosing before signing this Agreement.
 
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Severance compensation pursuant to this paragraph shall be in lieu ofany other severance benefit to which EMPLOYEE would otherwise beentitled, under either any other 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 one lumpsum payment, less applicable withholdings, on the seventh month aftertermination, subject to the Internal Revenue Service guidanceproviding that the imposition of tax under Internal Revenue CodeSection 409A does not apply to such payments. 4.2.6 Termination Due to Change Of Control.  If employmentis terminated within TWELVE (12) months AFTER any of the events delineated inSection 4.1.6 of this Agreement (“Change of Control”), COMPANY shall have nofurther obligation to EMPLOYEE under this Agreement except to distribute toEMPLOYEE: 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 had remainedemployed with COMPANY through the last day of the fiscal year for whichthe cash incentive bonus is calculated, less applicable withholdingsand/or any other applicable bonus or compensation program as approvedby the Board of Directors; and iii. Any options awarded and pursuant to theLong-Term Incentive Plan 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/her inlight of various income and excise tax considerations. In considerationfor this severance compensation, EMPLOYEE, on behalf of himself, hisagents, heirs, executors, administrators, and assigns, expresslyreleases 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, fromany and all claims based upon acts or events that occurred on or beforethe date on which EMPLOYEE accepts the severance compensation,including any claim arising under any state or federal statute orcommon law, including, but not limited to, Title VII of the CivilRights Act of 1964, 42 U.S.C. '' 2000e, etseq., theAmericans 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., and theCalifornia Fair Employment and Housing Act, Cal. Gov’t Code '' 12940,etseq. EMPLOYEE acknowledges that he is familiar withsection 1542 of the California Civil Code, which reads as follows:
 
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOESNOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTINGTHE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HISSETTLEMENT WITH THE DEBTOR.EMPLOYEE expressly acknowledges and agrees that he is releasing allknown and unknown claims, and that he is waiving all rights he has ormay have under Civil Code Section 1542 or under any other statute orcommon law principle of similar effect. EMPLOYEE acknowledges thatthe benefits he is receiving in exchange for this Release are morethan the benefits to which he otherwise would have been entitled, andthat such benefits constitute valid and adequate consideration forthis Release. EMPLOYEE further acknowledges that he has read thisRelease, understands all of its terms, and has consulted with counselof his choosing before signing this Agreement.Severance compensation pursuant to this paragraph shall be in lieu ofany other severance benefit to which EMPLOYEE would otherwise beentitled, either under any provision to this Agreement or any COMPANYpolicies in effect on the date of execution of this Agreement.During the first six (6) months after termination, EMPLOYEE’sseverance compensation shall accrue, payable in one lump sum payment,less applicable withholdings, on the seventh month after termination,subject to the Internal Revenue Service guidance providing that theimposition of tax under Internal Revenue Code Section 409A does notapply to such payments.5. REPRESENTATIONS AND WARRANTIES5.1 Representations of EMPLOYEE. EMPLOYEE represents and warrants that EMPLOYEEhas all right, power, authority and capacity, and is free to enter into this Agreement; thatby doing so, EMPLOYEE will not violate or interfere with the rights of any other person orentity; and that EMPLOYEE is not subject to any contract, understanding or obligation thatwill or might prevent, interfere with or impair the performance of this Agreement byEMPLOYEE. EMPLOYEE shall indemnify and hold COMPANY harmless with respect to any losses,liabilities, demands, claims, fees, expenses, damages and costs (including attorneys’ feesand court costs) resulting from or arising out of any claim or action based upon EMPLOYEE’sentering 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 and deliver,and perform its obligations under, this Agreement. All corporate and other actions requiredto be taken by COMPANY to authorize the execution, delivery and performance of thisAgreement and the consummation of all transactions contemplated hereby have been duly andproperly taken. This Agreement is the lawful, valid and legally binding obligation ofCOMPANY 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 new productideas 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
 
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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 modifiedfrom time to time by COMPANY and as may be required of similarly-situated executives ofCOMPANY. The Employee Confidentiality Agreement is incorporated herein by this reference.EMPLOYEE’s obligations under the Employee Confidentiality Agreement continue beyond thetermination of this Agreement.6.2 Covenant Not to Compete. EMPLOYEE agrees that solely in the event of the saleor acquisition of the COMPANY, and to the maximum extent permitted by applicable law,EMPLOYEE shall abide by the following covenant not to compete. The sale or acquisition ofthe COMPANY shall include the COMPANY’s sale of its goodwill, or its sale of all orsubstantially all of its operating assets, together with the goodwill, or its sale or otherdisposition of its ownership interest in COMPANY or as otherwise provided in CaliforniaBusiness and Professions Code Section 16601. The covenant not to compete shall exist onlyin the event that following the termination of this Agreement (and only in the event of thesale or acquisition of the COMPANY), the COMPANY elects, at its sole discretion, to invokeits restrictions. To exercise this covenant not to compete, the COMPANY shall notifyEMPLOYEE within ten (10) days of termination of this Agreement of its intention to exercisethis option and make an additional payment to EMPLOYEE of TWELVE (12) months’ base monthlysalary determined at EMPLOYEE’s last rate of base monthly salary (and not including anybonus for which the EMPLOYEE may be eligible) with COMPANY. Pursuant to this covenant notto compete, EMPLOYEE agrees that for a period of one (1) year following the termination dateof this Agreement, EMPLOYEE shall not directly or indirectly for EMPLOYEE, or as a member ofa partnership, or as an officer, director, stockholder, employee, or representative of anyother entity or individual, engage, directly or indirectly, in any business activity whichis the same or similar to work engaged in by EMPLOYEE on behalf of COMPANY within the samegeographic territory where the COMPANY carries on or conducts business, and which isdirectly competitive with the business conducted or to EMPLOYEE’s knowledge, contemplated byCOMPANY at the time of termination of this Agreement, (other than investments inprofessionally managed funds over which the EMPLOYEE does not have control or discretion ininvestment decisions and investments in publicly traded companies, so long as EMPLOYEE’Sbeneficial ownership does not exceed 2% of the public companies outstanding voting stock).EMPLOYEE may accept employment with an entity competing with COMPANY only if the business ofthat entity is diversified and EMPLOYEE is employed solely with respect to aseparately-managed and separately-operated part of that entity’s business that does notcompete 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 COMPANY isan 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.6.3 Covenant to Deliver Records. All memoranda, notes, records and other documentsmade or compiled by EMPLOYEE, or made available to EMPLOYEE during the term of thisAgreement concerning the business of COMPANY, shall be and remain COMPANY’s property andshall be delivered to COMPANY upon the termination of this Agreement or at any other time onrequest.6.4 Covenant Not To Recruit. EMPLOYEE shall not, during the term of this Agreementand for a period of one (1) year following termination of this Agreement, directly orindirectly, 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 anyemployee associated with COMPANY to become affiliated with him or any other individual orentity.
 
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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 not theobligation) to use, publish and broadcast, and to authorize others to do so, the name,approved likeness and approved biographical material of EMPLOYEE to advertise, publicize andpromote 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.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’s obligations under this Agreement). EMPLOYEE shall, ifrequested by COMPANY, perform EMPLOYEE’s duties and Services, as specified in this Agreement, forthe benefit of any subsidiary or other affiliate of COMPANY. Upon assignment, acquisition, merger,consolidation or reorganization, the term “COMPANY” as used herein shall be deemed to refer to suchassignee or successor entity. EMPLOYEE shall not have the right to assign EMPLOYEE’s interest inthis Agreement, any rights under this Agreement, or any duties imposed under this Agreement, norshall EMPLOYEE or his spouse, heirs, beneficiaries, executors or administrators have the right topledge, hypothecate or otherwise encumber EMPLOYEE’s right to receive compensation hereunderwithout the express written consent 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 be designatedby either party in writing. If not received sooner, notices by mail shall be deemedreceived 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.
 
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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.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 character whichgive them a peculiar value, a breach of this Agreement shall cause substantial injury toCOMPANY for which money damages cannot reasonably be ascertained and for which money damageswould be inadequate. EMPLOYEE therefore agrees that COMPANY shall have the right to obtaininjunctive relief, including the right to have the provisions of this Agreement specificallyenforced by any court having equity jurisdiction, in addition to any other remedies thatCOMPANY 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 context requires,words, used in the singular shall be construed to include the plural and vice versa, andpronouns of any gender shall be deemed to include the masculine, feminine, or neuter 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, the employmentby COMPANY of EMPLOYEE, this Agreement (including the documents expressly incorporatedtherein, such as the Employee Confidentiality Agreement and the offer of employment letterdated December, 14, 2006), contains the entire understanding between the parties, andsupersedes any prior agreements, understandings, and communications between the parties,whether oral, written, implied or otherwise.
 
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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.The parties execute this Agreement as of the date stated below:     **EMPLOYEE/DATE** **MENTOR CORPORATION/DATE**     /s/Edward S. Northup 12/27/07 By: /s/Joseph A. Newcomb 12/27/07     EDWARD S. NORTHUP/Date   Joseph A. Newcomb/Date    Vice President    General Counsel    Mentor Corporation     **NOTICE ADDRESS:** **NOTICE ADDRESS:**  201 Mentor Drive  Santa Barbara, California 93111
 
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