Exhibit 10.3



EMPLOYMENT AGREEMENT




This Employment Agreement, dated for reference
purposes as of August 5, 2004, is between MENTOR Corporation ("COMPANY"), with
its executive offices at 201 Mentor Drive, Santa Barbara, California 93111 and
ADEL MICHAEL ("EMPLOYEE") of 381 Kingswood Lane, Danville, California, 94506.




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, 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 Vice Chairman
of the Board of Directors of COMPANY , responsible for mergers, acquisitions,
legal structures, negotiations, and special projects.  EMPLOYEE shall remain an
executive employee of the COMPANY during the term of the Agreement.  EMPLOYEE
shall perform the duties as needed by COMPANY and at the direction of the Board
of Directors.  These duties shall include, but are not limited to, consultation
on issues of strategic importance to the Board of Directors and shareholders;
special projects assigned by the Board of Directors; and, as requested,
addressing issues of strategic importance to COMPANY's general operations.  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 Board of Directors for Mentor Corporation.  




1.1.2  In the event that EMPLOYEE shall from time to
time serve COMPANY in any other office during the term of this Agreement,
EMPLOYEE shall serve in such capacity without further compensation.  




 




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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 be effective as of July 1, 2004
("Effective Date") and shall continue for a period of one (1) year thereafter
("Initial Term"), or until terminated as provided in Section 4 of this
Agreement.  Following the expiration of the Initial Term, this Agreement may be
renewed, at the sole discretion of the Board of Directors of the COMPANY, for additional
one (1) year periods (each, respectively, "Renewal Term").  




3.         COMPENSATION
AND BENEFITS




3.1  Compensation.  EMPLOYEE's total
compensation consists of base salary, bonus potential, continued exercisability
and vesting of stock options previously granted, 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 Three Hundred Seventy-Five Thousand
Dollars ($375,000.00), less applicable withholdings, payable in equal
installments no less frequently than semi-monthly.  




3.1.2  Individualized Performance Bonus.  EMPLOYEE
shall be eligible to receive a bonus in an amount equivalent to up to twice
EMPLOYEE's base compensation, which such bonus shall be payable only in the
event of and upon EMPLOYEE's achievement of certain criteria and strategic
objectives, which shall be agreed upon between EMPLOYEE and the Board of Directors
of the COMPANY.




3.1.3     EMPLOYEE shall not be eligible for the
COMPANY's Cash Incentive Bonus program, nor shall EMPLOYEE be granted any
additional options for COMPANY's stock.






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 Board of Directors of COMPANY.




 




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3.5   Automobile Expense.  COMPANY will permit
EMPLOYEE to select a business automobile (four-door sedan) for lease by COMPANY
for which COMPANY will make lease payments of up to Twelve Hundred Fifty Dollars
($1,250.00) per month.  COMPANY shall pay applicable taxes on the automobile
and shall obtain motor vehicle insurance in an amount it deems reasonable in
its sole discretion.  EMPLOYEE may obtain additional liability insurance at his
own expense if he so chooses.




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;
Resignation by EMPLOYEE for Good Reason.  This Agreement and employment relationship is terminable by either
party, for convenience, with or without cause, including but not limited to
resignation by EMPLOYEE for Good Reason, at any time upon thirty (30) days' advance written notice to the other party. For
purposes of this Agreement, "Good Reason" shall mean the occurrence of any of
the following without EMPLOYEE's express written consent: (i) a significant
reduction of EMPLOYEE's material duties, position, or responsibilities as
provided in this Agreement, or the removal of EMPLOYEE from the position,
duties, and responsibilities contemplated by this Agreement; (ii) a reduction in
Base Compensation or Individualized Incentive Bonus other than a one-time
reduction of not more than 10% that also is applied to substantially all other
senior executives at the COMPANY; or (iii) a material reduction in EMPLOYEE's
benefits as compared to the benefits in effect on the Effective Date.  If
COMPANY terminates this Agreement for
convenience prior to July 1, 2005, or if EMPLOYEE terminates this Agreement for
Good Reason prior to said date, COMPANY shall pay EMPLOYEE the base
compensation to which he would have been entitled if he had remained employed
until July 1, 2005, less applicable withholdings.




4.1.6.    
Change of Control.  If employment is terminated within twelve months after
any of the following events, EMPLOYEE shall be entitled to severance compensation
pursuant to Section 4.2.5: 




 




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(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.




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:




 




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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;
Resignation for Good Reason.  In the event that, pursuant to Section 4.1.5,
(i) COMPANY terminates EMPLOYEE's employment without cause during the Initial
Term or during any Renewal Term, (ii) COMPANY does not elect to renew this
Agreement after the Initial Term or after any Renewal Term, or (iii) EMPLOYEE
terminates this Agreement at any time for Good Reason, COMPANY shall have no
further obligation to EMPLOYEE under this Agreement except to distribute to
EMPLOYEE:




i.  Any compensation then due EMPLOYEE in accordance
with Sections 3.1.1 and/or 3.1.2, and any reimbursable expenses owed by COMPANY
to EMPLOYEE through the termination date, less applicable withholdings; 




ii.  Severance compensation totaling twenty-four (24)
months base pay as provided in Section 3.1.1.  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.




iii.  In the event such termination by COMPANY
without cause, non-renewal of Agreement without cause, or resignation by
EMPLOYEE for Good Cause pursuant to Section 4.1.5  occurs within four (4) years
following the Effective Date,  EMPLOYEE shall continue to be eligible for the
benefits provided for in Section 3.3, and any unvested and unexpired COMPANY
stock options previously granted to EMPLOYEE shall continue to vest, until the
expiration of such four-year period following the Effective Date.  Company
shall be entitled to determine, in its sole discretion, the method by which
such benefits and options vesting shall continue, including but not limited to
the possibility of continuing to retain EMPLOYEE on the Board of Directors of
the Company, or entering into a consulting agreement with EMPLOYEE, during such
remaining period.




4.2.6   Termination resulting from
Change of Control.  In the event COMPANY terminates EMPLOYEE's following
Change of Control in accordance with to Section 4.1.6, COMPANY shall have no
further obligation to EMPLOYEE under this Agreement except to distribute to
EMPLOYEE:




 




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i.   Any compensation then due EMPLOYEE in accordance
with Sections 3.1.1 and/or 3.1.2, and any reimbursable expenses owed by COMPANY
to EMPLOYEE through the termination date, less applicable withholdings; 




ii.  Severance compensation totaling twenty-four (24)
months base pay as provided in Section 3.1.1.  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.




iii.  In the event such termination resulting from
Change of Control pursuant to Section 4.1.6 occurs within four (4) years
following the Effective Date, EMPLOYEE shall continue to be eligible for the
benefits provided for in Section 3.3 until the expiration of such four-year
period following the Effective Date.  Company shall be entitled to determine,
in its sole discretion, the method by which such benefits shall continue,
including but not limited to the possibility of continuing to retain EMPLOYEE
on the Board of Directors of the Company, or entering into a consulting
agreement with EMPLOYEE, during such remaining period.  




4.3     
Resignation From Board.  Upon termination of this Agreement, EMPLOYEE shall
immediately submit his written resignation from any Board positions to which he
has been appointed or elected.  


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.




 




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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.




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.




 




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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.  




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.  




 




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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.   




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.





 




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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.




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.




 




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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 offer of employment letter dated
March 3, 2000 and the Employment Agreement dated April 1, 2000.




10.12 Assistance of Counsel.  EMPLOYEE
expressly acknowledges that he was represented by counsel of his own choosing
in connection with the negotiation and drafting of the terms of this
Agreement.  




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





  	



ADEL MICHAEL








      	MENTOR CORPORATION
	  	 
	 /s/ Adel Michael	/s/ Christopher J. Conway
	







ADEL MICHAEL


      	Christopher J. Conway
	

 




      	Chairman of the Board
	  	  
	



NOTICE ADDRESS:


      	NOTICE ADDRESS:
	

381 Kingswood
Lane


      	201 Mentor Drive
	

Danville,
California 94506


      	Santa Barbara, California 93111







 




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