6 |DC_DOCS\96018.1|| PERIMMUNE HOLDINGS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of December 22, 1997 PERIMMUNE HOLDINGS, INC. 1330 Piccard Drive, Rockville, Maryland 20850 This Amended and Restated Registration Rights...Registration Rights Agreement • August 14th, 1998 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Maryland
MGH/wmh:6/5/97 PerImmune.wp6 MGH/wmh:6/5/97 PerImmune.wp6 DISTRIBUTION AGREEMENT BETWEEN PERIMMUNE, INC., AND MENTOR CORP. This Exclusive Distribution Agreement (hereinafter the "Agreement") is made in Rockville, Maryland, by and between PerImmune,...Exclusive Distribution Agreement • August 14th, 1998 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2006 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This INDEMNIFICATION AGREEMENT (this "Agreement"), is made and entered into this ____ day of _____________, 2006 (the "Effective Date"), by and between Mentor Corporation, a Minnesota corporation (the "Company"), and [ ] (the "Indemnitee").
10 |DC_DOCS\61191.3|| STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is made and entered into this 16th day of June, 1997, between PERIMMUNE HOLDINGS, INC., a Delaware corporation ("Holdings"), and MENTOR CORPORATION, a Minnesota...| Stock Purchase Agreement • August 14th, 1998 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Maryland
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2006 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
This Employment Agreement, effective as of June 26, 2006, is by and between MENTOR Corporation ("COMPANY"), with its executive offices at 201 Mentor Drive, Santa Barbara, California 93111, and Joseph A. Newcomb ("EMPLOYEE").
MENTOR CORPORATION 2¾% Convertible Subordinated Notes due 2024 REGISTRATION RIGHTS AGREEMENT December 22, 2003Registration Rights Agreement • February 13th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • New York
Mentor Corporation, a Minnesota corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchaser"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $125,000,000 aggregate principal amount (plus up to an additional $25,000,000 principal amount) of its 2¾% Convertible Subordinated Notes due 2024 (the "Initial Securities"). The Initial Securities will be convertible into shares of common stock, par value $0.10 per share, of the Company (the "Common Stock") at the conversion price set forth in the Offering Circular dated December 17, 2003. The Initial Securities will be issued pursuant to an Indenture, dated as of December 22, 2003 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of (i) the Initial
DC_DOCS\84553.4 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is made and entered into this 22nd day of December, 1997, between PERIMMUNE HOLDINGS, INC., a Delaware corporation ("Holdings"), and MENTOR CORPORATION, a Minnesota...4 Stock Purchase Agreement • August 14th, 1998 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Maryland
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2008 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
This Employment Agreement, effective as of November 13, 2007, is by and between MENTOR Corporation (“COMPANY”), with its executive offices at 201 Mentor Drive, Santa Barbara, California 93111, and MICHAEL O’NEILL (“EMPLOYEE.”) Effective as of December 21, 2007, the Agreement is amended and restated in its entirety.
SEVERANCE AGREEMENT AND RELEASESeverance Agreement and Release • July 29th, 2005 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
This Severance Agreement and Release ("Agreement") is made by and between Adel Michael ("Employee") and Mentor Corporation ("Company") (collectively referred to as the "Parties"):
MENTOR CORPORATION 2-3/4% Convertible Subordinated Notes due January 1, 2024 PURCHASE AGREEMENT December 17, 2003Purchase Agreement • February 13th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • New York
UNIVERSITY SCIENCE CENTER LEASE AGREEMENTUniversity Science Center • July 29th, 2005 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies
This Lease is made by and between University Research Park, Incorporated, a Wisconsin non-stock corporation (hereinafter referred to as "Landlord"), and Mentor Corporation, a Minnesota corporation (hereinafter referred to as "Tenant"), as of the date of execution by Landlord as set forth on the signature page hereof.
EXCLUSIVE SUPPLY AGREEMENTExclusive Supply Agreement • June 14th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
This Exclusive Supply Agreement (this "Agreement") is entered and made effective as of September 16, 1997 (the "Effective Date") by and between Alchemy Engineering, LLC, a California limited liability company d/b/a SiTech, LLC, with its principal executive offices located at 6125 West Campus Circle Drive, Irving, Texas 75038 ("SiTech"), and Mentor Corporation, a Minnesota corporation with its principal executive offices located at 5425 Hollister Avenue, Santa Barbara, California ("Mentor").
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 27th, 2003 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is made and dated as of the 14th day of December, 2001 by and between BANK OF THE WEST ("Lender") and MENTOR CORPORATION (the "Borrower") and amends that certain Amended and Restated Credit Agreement dated as of October 25, 2000 (as amended by a First Amendment dated as of February 2, 2001, as amended by a Second Amendment dated as of February 14, 2001 and as further amended, modified or waived from time to time, the "Agreement") between Lender and the Borrower.
SEPARATION AND RELEASE OF CLAIMS AGREEMENT RECITALSSeparation and Release of Claims Agreement • October 30th, 2007 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
This Separation and Release of Claims Agreement ("Agreement") is made by and between Loren L. McFarland ("Employee") and Mentor Corporation ("Company") (collectively referred to as the "Parties"):
MENTOR CORPORATION 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTIncentive Plan Restricted Stock Award Agreement • June 14th, 2006 • 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").
RELEASE OF CLAIMS AGREEMENTRelease of Claims Agreement • July 29th, 2005 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
This Release of Claims Agreement ("Agreement") is made by and between Bobby Purkait ("Employee") and Mentor Corporation ("Company") (collectively referred to as the "Parties"):
EXECUTIVE OFFICER EMPLOYMENT AGREEMENT CHANGESExecutive Officer Employment Agreement • July 29th, 2005 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies
On April 27, 2005, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Mentor Corporation (the "Company"), after considering a competitive market review of total compensation for its executive officers and obtaining guidance from an independent compensation specialist, approved new annual base salaries and target bonus percentages for its executive officers; granted stock options to executive officers; and approved revisions to the Company's standard executive employment agreement, as follows:
AGREEMENT AND PLAN OF MERGER Dated as of December 1, 2008 Among JOHNSON & JOHNSON, MAPLE MERGER SUB, INC. And MENTOR CORPORATIONAgreement and Plan of Merger • December 2nd, 2008 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 1, 2008, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), MAPLE MERGER SUB, INC., a Minnesota corporation and a wholly owned Subsidiary of Parent (“Sub”), and MENTOR CORPORATION, a Minnesota corporation (the “Company”).
OPTION AND ASSET PURCHASE AGREEMENTOption and Asset Purchase Agreement • February 13th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS OPTION AND ASSET PURCHASE AGREEMENT(this "Agreement") is entered into and made effective as of September 16, 1997 (the "Effective Date"), by andamong MENTOR CORPORATION, a Minnesota corporation, or its assignee (collectively, "Mentor"), ALCHEMY ENGINEERING, LLC, a California limited liability company d/b/a SiTech, LLC ("SiTech"), and Richard A. Compton and Del J. Petraitis, the individual members of SiTech (such individuals, the "Members"). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in that certain Exclusive Supply Agreement, of even date herewith, by and between SiTech and Mentor (the "Supply Agreement").
CREDIT AGREEMENTPledge Agreement • June 2nd, 2005 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS CREDIT AGREEMENT (the "Agreement") is made and dated as of May 25, 2005 among MENTOR CORPORATION, a Minnesota corporation (the "Borrower"), BANK OF THE WEST, a California banking corporation, as Administrative Agent (in such capacity, the "Administrative Agent"), UNION BANK OF CALIFORNIA, N. A., a national banking association, as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Documentation Agent, and the Lenders from time to time party hereto.
December 17, 2003Mentor Corp /Mn/ • June 14th, 2004 • Orthopedic, prosthetic & surgical appliances & supplies
The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Party A and Party B through the Agent on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Agreement specified below.
EXHIBIT A TO SEPARATION AND RELEASE OF CLAIMS AGREEMENT MENTOR CORPORATION LOREN L. McFARLAND CONSULTING AGREEMENTClaims Agreement • October 30th, 2007 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
This Agreement is entered into as of October 27, 2007 by and between Mentor Corporation (the "Company") and Loren L. McFarland ("Consultant") (collectively referred to as the "Parties").
AMENDMENT TO EMPLOYMENT AGREEMENT FOR EUGENE GLOVEREmployment Agreement • June 14th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies
In December, Mr. Glover's duties changed from those described in his employment agreement dated October 16, 2000 as Senior Vice President, Advanced Development to those customarily required as Senior Vice President, Business Development. In March 2004, Mr. Glover's agreement was amended to decrease his time, efforts, and compensation by one half of the previous amount to reflect the part-time nature of his revised duties, effective April 9, 2004. The other terms of his employment agreement remain in effect.
6 DC_DOCS\84421.8 RESEARCH, COLLABORATION AND DISTRIBUTION AGREEMENT This Agreement is made and entered into the 22nd day of December, 1997, by and between PerImmune, Inc., a Delaware corporation ("PERIMMUNE"), maintaining an office at 1330 Piccard...Collaboration and Distribution Agreement • August 14th, 1998 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Maryland
MENTOR CORPORATION 201 Mentor Drive Santa Barbara, California 94311 USAMentor Corp /Mn/ • June 14th, 2006 • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
Reference is made to that certain Purchase Agreement (the "Purchase Agreement") dated as of May 17, 2006, by and between Coloplast A/S, a Danish corporation ("Buyer") and Mentor Corporation, a Minnesota corporation ("Seller"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
MENTOR CORPORATION PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • June 28th, 2006 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this "Agreement") is dated as of [_________, 2006] by and between Mentor Corporation, a Minnesota corporation (the "Corporation"), and [_____________] (the "Participant").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 6th, 2006 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and dated as of May 31, 2006 and amends the Credit Agreement dated as of May 25, 2005 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement") among MENTOR CORPORATION, a Minnesota corporation (the "Borrower"), BANK OF THE WEST, a California banking corporation, as Administrative Agent (in such capacity, the "Administrative Agent"), UNION BANK OF CALIFORNIA, N. A., a national banking association, as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Documentation Agent, and the Lenders from time to time party thereto.
LEASE AGREEMENTLease Agreement • June 28th, 2002 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS LEASE AGREEMENT, made and entered into by and between Skyway Business Center Joint Venture, hereinafter referred to as "Landlord" and Mentor Corporation, hereinafter referred to as "Tenant",
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 5th, 2007 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and dated as of March 30, 2007 and amends the Credit Agreement dated as of May 25, 2005 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement") among MENTOR CORPORATION, a Minnesota corporation (the "Borrower"), BANK OF THE WEST, a California banking corporation, as Administrative Agent (in such capacity, the "Administrative Agent"), UNION BANK OF CALIFORNIA, N. A., a national banking association, as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Documentation Agent, and the Lenders from time to time party thereto.
January 6, 2009 Johnson & Johnson Maple Merger Sub, Inc. One Johnson & Johnson Plaza New Brunswick, New Jersey 08933 Attention: Office of the General Counsel Ladies and Gentlemen:Mentor Corp /Mn/ • January 7th, 2009 • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to the Agreement and Plan of Merger dated as of December 1, 2008 (the “Merger Agreement”), by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Maple Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Mentor Corporation, a Minnesota corporation (the “Company”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Merger Agreement.
MENTOR CORPORATION STOCK PURCHASE PLANStock Purchase Plan • August 9th, 2006 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Stock Purchase Plan ("Purchase Plan") is entered into between Citigroup Global Markets Inc. ("CGM") and Mentor Corporation ("the Company") for the purchase of shares of common stock ("Stock") issued by the Company in a manner that complies with the requirements of Rule 10b5-1 ("Rule") under the Securities Exchange Act of 1934 ("Exchange Act"). This Purchase Plan shall be the exclusive means by which the Company effects any purchases of shares of Stock in open market transactions pursuant to Rule 10b-18 of the Exchange Act; provided, however, that the Company shall not be precluded from purchasing shares in transactions other than pursuant to Rule 10b-18 or commencing a tender or exchange offer for its shares pursuant to Regulation 14D promulgated by the Securities and Exchange Commission under the Exchange Act.
MUTUAL RELEASE OF ALL CLAIMSMentor Corp /Mn/ • July 6th, 2006 • Orthopedic, prosthetic & surgical appliances & supplies
This Mutual Release of All Claims ("Agreement") is entered into by and between David Adornetto (hereinafter "Employee") and Mentor Corporation, its parents, affiliates and subsidiaries, including all predecessors and successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (hereinafter collectively "Mentor"), and relates to Employee's employment with Mentor, and the separation of Employee's employment from Mentor.
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2002 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
This Employment Agreement, dated August 3, 2000 is between MENTOR MEDICAL INC. ("M.M.I."), with its executive offices at 201 Mentor Drive, Santa Barbara, California, 93111 and JOSHUA LEVINE ("EMPLOYEE") of 2677 Quail Valley Road, Solvang, CA 93463.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • June 28th, 2002 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "First Amendment") is made and entered into as of December 1, 1993 by and between SKYWAY BUSINESS CENTER JOINT VENTURE, a Texas joint venture ("Landlord"), and MENTOR CORPORATION, a Delaware corporation ("Tenant").
AMENDMENT TO EMPLOYMENT AGREEMENT FOR BOBBY PURKAITEmployment Agreement • June 14th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies
Mr. Purkait's employment agreement provided he would transfer from full time to a part time (50%), interim position, at 60% base pay starting April 1, 2004. In addition, it indicated his final day of employment would be May 31, 2004. In March 2004, this agreement was verbally amended to make his employment for an indeterminate period, to resume his full-time duties and to continue his compensation at his base salary of $278,460 annually. In addition, he would be eligible for additional compensation up to $200,000 upon the achievement of certain milestones. The other terms of his employment agreement dated February 18, 2004 remain in effect.
