**EXHIBIT 10.3**

**MENTOR CORPORATIONFORM OFOPTION AGREEMENT**

Please see your "Notice ofGrant of Stock Options & Option Agreement"(the "Notice ofGrant") for specifics of this Grant as to Optionee name, number of shares,exercise price per share, vesting schedule and expiration date.

1.         Grantof Option.  Mentor Corporation ("Company"), aMinnesota corporation, hereby grants to the named optionee("Optionee") an incentive stock option ("Option") withinthe meaning of Section 422 of the Internal Revenue Code of 1986, as amended("Code"), to purchase the total number of option shares of CommonStock of the Company ("Option Shares") at the exercise price pershare set forth on the Notice of Grant ("Exercise Price") subject toall of the terms and conditions of this Option Agreement and the MentorCorporation Amended 2000 Long-Term Incentive Plan, ("Plan"), the provisions ofwhich are incorporated into this Option Agreement by this reference.

2.         ExercisePeriod of Option.  Subject to the terms and conditions of thePlan and this Option Agreement, this option will become exercisable as to thenumber of shares and on the dates specified in the exercise schedule on theNotice of Grant.  The exercise scheduleshall be cumulative; for example, if the Optionee does not exercise any portionof the Option during the second year after grant, the Optionee shall becomeentitled to purchase up to one-half of the shares at any time during the thirdyear after grant.  This Option willexpire at midnight on the expiration date specified on the Notice of Grant,("Expiration Date") and must be exercised, if at all, on or beforethe Expiration Date.

3.         Compliance.  Thegrant of options and the issuance of Common Stock under such options aresubject to the Company's procurement of all approvals and permits required byregulatory authorities having jurisdiction over the Plan and the securitiesissuable thereunder.  It is possible thatthe Company could be prevented or delayed from granting options or from issuingshares of Common Stock under the Plan in the event one or more requiredapprovals or permits were not obtained.

4.         Limitation on Incentive Option TaxTreatment.  Optionee understands thatto the extent that the aggregate fair market value of the shares of CommonStock (determined at the date of grant) for which an option may for the firsttime become exercisable in any calendar year as an Incentive Option under theFederal tax laws may not exceed $100,000. To the extent you hold two (2) or more Incentive Options which becomeexercisable for the first time in the same calendar year, the $100,000limitation will be applied on the basis of the order in which those optionswere granted.  Options, which do notqualify for Incentive Option treatment under the Federal tax laws by reason ofthis dollar limitation, may nevertheless be exercised as Non-Statutory Optionsin the calendar year in which they become exercisable for the excess number ofshares.  

5.         Termination of Option.  Except as provided in this Section, thisOption will terminate, and may not be exercised, if Optionee ceases to be anEligible Person, (as defined in the Plan), in the event of termination ofservice, or upon the occurrence of certain other events. 

            IfOptionee ceases to be an Eligible Person for any reason except death, this Option,to the extent that it is exercisable on the date on which the Optionee ceasesto be an Eligible Person ("Termination Date"), may be exercised bythe Optionee within three months after the Termination Date, but in any eventno later than the Expiration Date set forth in Section 2 above.

            IfOptionee ceases to be an Eligible Person of the Company because of his or herdeath, this Option, to the extent that it is exercisable on the TerminationDate, may be exercised by the Optionee or the Optionee's estate, heirs, orlegatees (as the case may be) within twelve months after the Termination Date,but in any event no later than the Expiration Date set forth in Section 2above.

6.         Manner of Exercise. To exercise youroption, you must provide the Company with written notice of the exercise inwhich you indicate the number of shares to be purchased under your option.  The notice must be accompanied by fullpayment of the exercise price for the purchased shares, applicable taxes,together with appropriate proof that the person exercising the option (if otherthan yourself) has the right to affect such exercise.  You will be required to satisfy allapplicable income and employment tax withholding requirements at that time. Theexercise date will be the date that this notice is deliverable to the Company,or a later date set forth in the notice ("Exercise Date").

7.         Nontransferability.  This Option may not be transferred in anymanner other than by will or by the laws of descent and distribution and may beexercised during the lifetime of the Optionee only by the Optionee.  The terms of this Option are binding upon theexecutors, administrators, successors and assigns of the Optionee.

8.         Withholding.  Optionee agrees, as a condition to theexercise of this Option, to make full payment or other appropriate arrangementwith the Plan Administrator and the Company or its subsidiary employing orretaining Optionee (if any) for the satisfaction of any federal, state, orlocal income tax withholding requirements and federal social securityemployment tax requirements applicable to the exercise of this option or thesales of shares acquired under this Option.  

9.         Adjustments.  If any change is made to the Option Shares(whether by reason of merger, consolidation, reorganization, recapitalization,stock dividend, stock split, combination of shares, exchange of shares, orother change in corporate or capital structure of the company), then, unlesssuch change results in the termination of all outstanding Options, the Committeewill make appropriate adjustments to the kind, price per share, and maximumnumber of shares subject to this Option. The adjustments made by the Committee shall be final, binding, andconclusive.

10.        Change in Control

            Acceleration of Excercisability.  In the event of a "Change inControl" of the Company, as defined in the Plan ("Change ofControl"), all options held by a person under the Plan that shall not haveexpired, shall become immediately exercisable in full.  The acceleration of the exercisability ofoptions shall be effective immediately prior to (but subject to the actualoccurrence of) the applicable Change in Control, and each optionee shall beentitled to exercise his or her accelerated options in advance prior to theChange in Control, provided that such Change in Control actually occurs andthat such optionee has not voluntarily terminated his or her position with theCompany prior to the occurrence of such Change in Control.

            Optional Actions.  In the event the Committee determines in goodfaith that a Change in Control may be imminent, the Committee may, but shallnot be obligated to:

            (1)        If the Change in Control is a merger orconsolidation or a statutory share exchange, make provision for the protectionof the outstanding options granted under the Plan by the substitution, in lieuof such options, of options to purchase such numbers of shares of appropriatevoting common stock of the corporation surviving any merger or consolidationor, if appropriate, of the parent corporation of the Company or such survivingcorporation ("Survivor's Stock") as the Committee deems equitable,or, alternatively, by the delivery of such numbers of shares of the Survivor'sStock as have a fair market value as of the date of the Change in Control equalto the product of (i) the amount by which the Change in Control Proceeds perShare (as defined in the Plan) exceeds the option exercise price per sharetimes (ii) the numbers of common shares covered by the respective options; or

            (2)        At least ten (10) days prior to anyChange in Control, declare, and provide written notice to each optionee of thedeclaration, that each outstanding option, whether or not then exercisable,shall be cancelled at the time of the Change in Control (unless it shall havebeen exercised prior to the occurrence of the Change in Control) in exchangefor payment to each optionee, within ten days after the Change in Control, ofcash equal to the amount (if any), for each share covered by the cancelledoption, by which the Change in Control Proceeds per share (as defined in thePlan) exceeds the exercise price per share covered by such option.

            Nosuch action by the Committee shall in any way affect the acceleration of theexercisability of options pursuant to Paragraph (a), above, and each optioneeshall have the right, during the period preceding the Change in Control, toexercise his or her option as to all or any part of the shares covered therebyin accordance with said Paragraph (a). In the event of a declaration pursuant to Paragraph (b), above, eachoutstanding option granted pursuant to the Plan that shall not have beenexercised prior to the Change in Control shall be cancelled at the time of theChange of Control.

            Anyaction taken by the Committee under Paragraph (b), above, in contemplation ofan expected Change in Control shall be null and void in the event such Changein Control does not actually occur.

11.        No Employment Contract. Nothing in thisOption Agreement, Notice of Grant, or in the Plan shall confer upon Optioneeany right to continue in Service for any period of specific duration orinterfere with or otherwise restrict in any way the rights of the Company, (orParent or Subsidiary employing or retaining the Optionee) or of Optionee.  The rights are hereby expressly reserved byeach, to terminate Optionee's Service at any time for any reason, with orwithout cause. 

12.        Governing Law.  This Notice of Grant, Option Agreement andthe Plan shall be governed, construed and administered in accordance with thelaws of the State of California. 

----

**SAMPLE**

**Notice of Grant of StockOptions   **                                                                                     Mentor Corporation**and Option Agreement**                                                                                                        ID:41-0950791                                                                                                                                            201Mentor Drive                                                                                                                                            SantaBarbara, CA 93111

Optionee                                                                                                                               OptionNumber:                                                                                                                                            Plan:  2000                                                                                                                                            ID:

Effectivexx/xx/xxxx, you have been granted an Incentive Stock Option or a Non-QualifiedStock Option to buy xxxx shares of Mentor Corporation (the "Company")stock at an exercise price of $ xx.xx per share.

Thetotal option price of the shares granted is $ xxx,xxx.xx.

Sharesin each period will become fully vested on the date shown.
| Shares | Vest Type | Full Vest | Expiration |
|--------|-----------|-----------|------------|
| _____  | _______   | ______    | _______    |
| _____  | _______   | ______    | _______    |
| _____  | _______   | ______    | _______    |
| _____  | _______   | ______    | _______    |

By your signature and theCompany's signature below, you (the "Optionee"), and the Companyagree and you understand and agree that this Option is granted subject to andin accordance with the terms of the Mentor Corporation Amended 2000 Long-TermIncentive Plan (the "Plan"). You further agree to be bound by the terms of the Plan and the terms ofthe Option as set forth in the Option Agreement attached hereto and made a partof this agreement.

Definitions.  Allcaptialized terms in this Notice shall have the meaning assigned to them inthis Notice, in the Plan, or in the attached Option Agreement.

Optionee acknowledges that acopy of the official Prospectus for the Plan (the "Prospectus") hasnot been delivered concurrently with this notice and in lieu of delivery, Optionee has been advised that a true and correct copy of the Prospectus andthe Plan is available via the Company's intranet, or in the alternative,Optionee may request a printed copy of the Prospectus or the Plan from theCorporate Secretary through the Company's principal office.

______________________________                                       _________________MentorCorporation                                                                         Date

______________________________                                       _________________Optionee                                                                                            Date