Common use of Assistance of Counsel Clause in Contracts

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. The parties execute this Agreement as of the date stated below: /s/Exxxxx X. Xxxxxxx 12/27/07 By: /s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. XXXXXXX/Date Jxxxxx X. Xxxxxxx/Date Vice President General Counsel Mentor Corporation

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. The parties execute this Agreement as of the date stated below: EMPLOYEE/DATE MENTOR CORPORATION/DATE /s/Exxxxx X. Xxxxxxx 12/27/07 By: /sXXXXXXXX XXXXXXXXX 9/15/05 By:/s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. XXXXXXXXxxxxx Xxxxxx 9/19/05 XXXXXXXX XXXXXXXXX/Date Jxxxxx X. XxxxxxxXxxxxx Xxxxxx/Date Vice President General Counsel President/CEO Mentor Corporation

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. The parties execute this Agreement as of the date stated below: EMPLOYEE/DATE MENTOR CORPORATION/DATE /s/Exxxxx X. Xxxxxxx 12/27/07 By: /sXXXXXX XXXXXX 9/1/05 By:/s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. XXXXXXXXxxx Xxxxx XXXXXX XXXXXX/DATE Xxxx Xxxxx/Date Jxxxxx X. Xxxxxxx/Date Vice President General Counsel CHAIRMAN, COMPENSATION COMMITTEE Mentor Corporation

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. The parties execute this Agreement as of the date stated below: /s/Exxxxx X. Xxxxxxx 12/27/07 Jxxxxx Xxxxxx 12/21/07 By: /s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. XXXXXXX12/21/07 JXXXXX XXXXXX/Date Jxxxxx X. Xxxxxxx/Date Vice President General Counsel Mentor Corporation

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. The parties execute this Agreement as of the date stated below: EMPLOYEE/DATE MENTOR CORPORATION/DATE /s/Exxxxx X. Xxxxxxx 12/27/07 By: /sXXXX XXXXXXXXX 9/11/05 By:/s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. XXXXXXXXxxxxx Xxxxxx 9/19/05 XXXX XXXXXXXXX/DATE Xxxxxx Xxxxxx/Date Jxxxxx X. XxxxxxxPresident/Date Vice President General Counsel CEO Mentor Corporation

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. The parties execute this Agreement as of the date stated below: /s/Exxxxx X. Xxxxxxx 12/27/07 By: /s/Jxxxxx X. Xxxxxxx 12/27/07 By EXXXXX X. XXXXXXX/Date Jxxxxx X. XxxxxxxXxxxxx/Date Vice President General Counsel President/CEO Mentor Corporation

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. The parties execute this Agreement as of the date stated below: EMPLOYEE/DATE MENTOR CORPORATION/DATE /s/Exxxxx X. Xxxxxxx 12/27/07 By: /sXXXXX XXXXXXXXX 9/29/05 By:/s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. XXXXXXXXxxxxx Xxxxxx 10/1/05 XXXXX XXXXXXXXX/Date Jxxxxx X. XxxxxxxXxxxxx Xxxxxx/Date Vice President General Counsel President/CEO Mentor Corporation

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. The parties execute this Agreement as of the date stated below: /s/Exxxxx X. Xxxxxxx Mxxxxxx X’Xxxxx 12/27/07 By: /s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. XXXXXXX12/28/07 MXXXXXX X’XXXXX/Date Jxxxxx X. Xxxxxxx/Date Vice President General Counsel Mentor Corporation

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. The parties execute this Agreement as of the date stated below: EMPLOYEE/DATE MENTOR CORPORATION/DATE /s/Exxxxx X. Xxxxxxx 12/27/07 By: /sA. XXXXX XXXXX 9/1/05 By:/s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. XXXXXXXXxxxxx Xxxxxx 9/19/05 A. XXXXX XXXXX/Date Jxxxxx X. XxxxxxxXxxxxx Xxxxxx/Date Vice President General Counsel President/CEO Mentor Corporation

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. The parties execute this Agreement as of the date stated below: /s/Exxxxx Jxxxxx X. Xxxxxxx 12/27/07 12/21/07 By: /s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX Xxxxxx 12/21/07 JXXXXX X. XXXXXXX/Date Jxxxxx X. XxxxxxxXxxxxx/Date Vice President General Counsel President/CEO Mentor Corporation

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. The parties execute this Agreement as of the date stated below: EMPLOYEE/DATE MENTOR CORPORATION/DATE /s/Exxxxx X. Xxxxxxx 12/27/07 By: /sXXXXX XXXXXX 9/6/05 By:/s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. XXXXXXXXxxxxx Xxxxxx 9/19/05 XXXXX XXXXXX/DATE Xxxxxx Xxxxxx/Date Jxxxxx X. XxxxxxxPresident/Date Vice President General Counsel CEO Mentor Corporation

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. The parties execute this Agreement as of the date stated below: EMPLOYEE/DATE MENTOR CORPORATION/DATE /s/Exxxxx X. Xxxxxxx 12/27/07 By: /sXXXXXX XXXXXXX 9/6/05 By:/s/Jxxxxx X. Xxxxxxx 12/27/07 EXXXXX X. Xxxxxx Xxxxxx 9/19/05 XXXXXX XXXXXXX/Date Jxxxxx X. XxxxxxxDATE Xxxxxx Xxxxxx/Date Vice President General Counsel President/CEO Mentor Corporation