0000064892-05-000086 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2005 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California

This Employment Agreement, effective as of August 25, 2005, is by and between MENTOR Corporation ("COMPANY"), with its executive offices at 201 Mentor Drive, Santa Barbara, California 93111, and A. CHRIS FAWZY ("EMPLOYEE") of 6001 PASEO PALMILLA, GOLETA, CA 93117

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MENTOR CORPORATION 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Incentive Plan Restricted Stock Award Agreement • November 8th, 2005 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Award Agreement") is dated as of [____________, _____] (the "Award Date") by and between Mentor Corporation, a Minnesota corporation (the "Corporation"), and [______________] (the "Participant").

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