Exhibit 10.2



EMPLOYMENT AGREEMENT




This
Employment Agreement, dated July 22, 2004, is by and between MENTOR Corporation
("COMPANY"), with its executive offices at 201 Mentor Drive, Santa Barbara,
California 93111, and Bobby Purkait ("EMPLOYEE") of  2995 East Valley Road,
Santa Barbara, California 93108 and supercedes all other employment agreements
by and between the parties.




RECITALS




COMPANY
is in the business of manufacturing and selling medical devices and related
products. EMPLOYEE has experience in this business and possesses valuable
skills and experience, which will be used in advancing COMPANY's interests.
EMPLOYEE is willing to be engaged by COMPANY and COMPANY is willing to engage
EMPLOYEE in an executive capacity responsible for the Science and Technology function
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.         SERVICES




1.1       General
Services.




1.1.1 
Company shall employ EMPLOYEE as Senior Vice President, Science and Technology).
EMPLOYEE shall perform the duties customarily performed by one holding such
position in a similar business as that engaged in by COMPANY.  To the extent
that they do not reduce the scope of the responsibilities described above,
EMPLOYEE's duties may change from time to time on reasonable notice, based on
the needs of COMPANY and EMPLOYEE's skills as determined by COMPANY.  These
duties shall hereinafter be referred to as "Services."  EMPLOYEE shall report
directly to the President and Chief Executive Officer of Mentor Corporation.  




1.1.2  As Senior Vice President, Science and
Technology of COMPANY, EMPLOYEE shall also be an officer of COMPANY and shall
serve in such capacity without further compensation.  In the event that
EMPLOYEE shall from time to time serve COMPANY as a director or shall serve in
any other office during the term of this Agreement; EMPLOYEE shall serve in
such capacities without further compensation.  If EMPLOYEE is, for any reason,
removed as an officer or director of the COMPANY by the Board of Directors of
COMPANY, such removal shall be without prejudice to EMPLOYEE's contractual
rights under this Agreement.  




 




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




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




1.3       Corporate
Authority.  Employee, as an executive officer, shall comply with all laws
and regulations applicable to EMPLOYEE as a result of this Agreement including,
but not limited to, the Securities 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 Employee Handbook.  EMPLOYEE shall comply
with COMPANY's Policies and Procedures, and practices now in effect or as later
amended or adopted by COMPANY, as required of similarly-situated executives of
COMPANY.




2.         TERM




This
Agreement shall commence upon the execution of this Agreement and shall continue
until terminated as provided in Section 4 of this Agreement.  Due to the nature
of EMPLOYEE'S current special project (see Attachment A), EMPLOYEE will
not be terminated without cause prior to May 31, 2005; and if terminated as pursuant
to Section 4.1.5, EMPLOYEE will receive all compensation through May 31,
2005 including severance compensation per Section 4.2.5.




3.         COMPENSATION
AND BENEFITS




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




 




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3.1.1 
Base Compensation.  COMPANY agrees to pay EMPLOYEE an annualized base
salary of TWO HUNDRED SEVENTY-EIGHT THOUSAND FOUR HUNDRED SIXTY DOLLARS and No
Cents ($278,460.00), less applicable withholdings, payable in equal
installments no less frequently than semi-monthly.  




3.1.2    Cash Incentive Bonus.  EMPLOYEE shall be eligible for a cash incentive
bonus per ATTACHMENT A ("Target Milestones"), and subject to the approval of 
the COMPANY's Compensation Committee and Board of Directors.  Any cash
incentive bonus shall accrue and become payable to EMPLOYEE upon completion of each
milestone(s). EMPLOYEE will not be eligible for a cash incentive bonus for any
milestone which is not fully completed by May 31, 2005.




3.1.3    Stock Options. Based upon satisfactory performance, under the
Plan, COMPANY expects that EMPLOYEE will qualify for additional grants of
options to acquire common stock of COMPANY subject to determination by the
Board of Directors, of an amount which is consistent with COMPANY's Executive
Compensation Program.  Subsequent grants, if any, shall also be subject to
performance considerations as well as the determination of the Board of
Directors.




3.2  
Business Expenses.  COMPANY shall reimburse EMPLOYEE for business
expenses reasonably incurred in performing Services according to COMPANY's
Expense Reimbursement Policy.




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




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 vacation shall be selected by EMPLOYEE and approved by the Chairman of the
Board, President and Chief Executive Officer of COMPANY.










 




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4.  TERMINATION




4.1  
Circumstances Of Termination.  This Agreement and the employment
relationship between COMPANY and EMPLOYEE may be terminated as follows:




4.1.1    Death.  This Agreement shall
terminate upon EMPLOYEE's death, effective as of the date of EMPLOYEE's death.




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




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




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




 




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




4.1.6.   Change of Control.  If employment is terminated within twelve (12)
months upon any of the following events EMPLOYEE shall be entitled to severance
compensation pursuant to Section 4.2.6 (I) and (ii) and (iii): 




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


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


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


4.2       EMPLOYEE's
Rights Upon Termination




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




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




 




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




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




i. 
Any compensation and reimbursable expenses owed to EMPLOYEE by COMPANY through
the termination date, less applicable withholdings; and




ii. 
Severance compensation as provided for in COMPANY's Severance Policy, if any,
less applicable withholdings.




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




i.          Any compensation and
reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date,
less applicable withholdings; 




ii.          Severance compensation
totaling three- (3) month's base pay, plus one (1) month base pay for each full
year of service, determined at EMPLOYEE's then-current rate of base pay.  In
consideration for this severance compensation, EMPLOYEE, on behalf of himself,
his agents, heirs, executors, administrators, and assigns, expressly releases
and forever discharges COMPANY and its successors and assigns, and all of its
respective agents, directors, officers, partners, employees, representatives,
insurers, attorneys, parent companies, subsidiaries, affiliates, and joint
ventures, and each of them, from any and all claims based upon acts or events
that occurred on or before the date on which EMPLOYEE accepts the severance
compensation, including any claim arising under any state or federal statute or
common law, including, but not limited to, Title VII of the Civil Rights Act of
1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities 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 Fair
Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE
acknowledges that he is familiar with section 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 DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.




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




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




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




 




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i.   Any compensation and
reimbursable expenses owed by  COMPANY
to EMPLOYEE through the termination date, less applicable withholdings;




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




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




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




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




 




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






5.         REPRESENTATIONS
AND WARRANTIES




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




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




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




6.         COVENANTS




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




 




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




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




 




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




7.         CERTAIN RIGHTS
OF COMPANY




7.1 
Announcement.  COMPANY shall have the right to make public announcements
concerning the execution of this Agreement and certain terms thereof.  




7.2 
Use of Name, Likeness and Biography.  COMPANY shall have the right (but
not the obligation) to use, publish and broadcast, and to authorize others to
do so, the name, approved likeness and approved biographical material of
EMPLOYEE to advertise, publicize and promote the business of COMPANY and its
affiliates, but not for the purposes of direct endorsement without EMPLOYEE's
consent.  An "approved likeness" and "approved biographical
material" shall be, respectively, any photograph or other depiction of
EMPLOYEE, or any biographical 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, or otherwise, and at its own expense, life, health, accident or other
insurance covering EMPLOYEE, and EMPLOYEE shall have no right, title or
interest in and to such insurance.  EMPLOYEE shall assist COMPANY in procuring
such insurance by submitting to examinations and by signing such applications
and other instruments as may be required by the insurance carriers to which
application is made for any such insurance.






8.         ASSIGNMENT




Neither
party may assign or otherwise dispose of its rights or obligations under this
Agreement without the prior written consent of the other party except as
provided in this Section.  COMPANY may assign and transfer this Agreement, or
its interest in this Agreement, to any affiliate of COMPANY or to any entity
that is a party to a merger, reorganization, or consolidation with COMPANY, or
to a subsidiary of COMPANY, or to any entity that acquires substantially all of
the assets of COMPANY or of any division with respect to which EMPLOYEE is
providing services (providing such assignee assumes COMPANY's obligations under
this Agreement).  EMPLOYEE shall, if requested by COMPANY, perform EMPLOYEE's
duties and Services, as specified in this Agreement, for the benefit of any
subsidiary or other affiliate of COMPANY.  Upon assignment, acquisition,
merger, consolidation or reorganization, the term "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
under this Agreement, or any duties imposed under this Agreement, nor shall
EMPLOYEE or his spouse, heirs, beneficiaries, executors or administrators have
the right to pledge, hypothecate or otherwise encumber EMPLOYEE's right to
receive compensation hereunder without the express written consent of
COMPANY.   




 




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9.         RESOLUTION OF
DISPUTES




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




10.       GENERAL
PROVISIONS




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




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




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




10.4 
Governing Law.  This Agreement and the performance hereunder shall be
interpreted under the substantive laws of the State of California.




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




 




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




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




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




10.9 
Counterpart Copies.  This Agreement may be signed in counterpart copies,
each of which shall represent an original document, and all of which shall
constitute a single document.




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




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




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






 




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The parties execute this Agreement as of the date
stated above:












	





BOBBY PURKAIT 






    	





MENTOR CORPORATION
	





/S/BOBBY PURKAIT            


    	





By/s/JOSH LEVINE                         

    
	  	Josh Levine
	

 




    	

President and Chief Executive Officer 



    
	

 	

  



    
	



NOTICE ADDRESS:


    	



NOTICE ADDRESS:
	

2995 E. Valley Road


    	

201 Mentor Drive
	

Santa Barbara, California 93108


























































    	

Santa Barbara, California 93111
































































 




 




 




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ATTACHMENT A




INCENTIVE
BONUS




	
  TARGET MILESTONES

  
	
  Activities

  	
  Performance Indicators/Results

  	
  Estimated Completion Date

  	
  Value

  
	
  Submit IND (if existing
  data is acceptable to FDA)

  	
  Verification of
  shipping of documents

  	
  October 31, 2004

  	
  $50,000.

  
	
  Enroll first patient in
  Phase 1 Dosing Study

  	
  Letter from enrolling
  clinician or CRO

  	
  November 30, 2004

  	
  $25,000.

  
	
  Commission facility

  	
  Production facility
  ready for full validation and in compliance with all government requirements

  	
  November 30, 2004

  	
  $40,000.

  
	
  Validation (IQ/OQ)

  	
  Completion report from
  audit

  	
  December 31, 2004

  	
  $30,000.

  
	
  Complete Phase 1 Dosing
  Study

  	
  Letter from CRO
  verifying last patient enrolled

  	
  March 31, 2005

  	
  $30,000.

  
	
  Initiate Phase 2 Dosing
  Study

  	
  Initiation letter from
  CRO

  	
  May 31, 2005

  	
  $30,000.

  
	
  TOTAL:

  	
  $205,000.

  










 






	
  Over-Achievement Bonus

  
	
  Activities

  	
  Performance Indicators/Results

  	
  Required Completion Date

  	
  Value

  
	
  Over-achievement

  	
  All milestones fully
  completed by May 31, 2005

  	
  May, 31, 2005

  	
  $30,000.

  
	
  TOTAL:

  	
  $30,000.

  










 




MAXIMUM BONUS OPPORTUNITY,

INCLUDING OVER-ACHIEVEMENT:                                                   $235,000.




 






/s/JOSH LEVINE                                                                                  7/23/04

Josh Levine, President/CEO                                                                    Date






   






/s/BOBBY PURKAIT                                                                            7/27/04

Bobby Purkait, Senior Vice
President                                                       Date


 

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