0000064892-06-000023 Sample Contracts

MENTOR CORPORATION 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Incentive 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").

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MENTOR CORPORATION 201 Mentor Drive Santa Barbara, California 94311 USA
Mentor 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.

Seller Listing Schedules
Stock Purchase Agreement • June 14th, 2006 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies

Attached hereto are the schedules to that certain Purchase Agreement dated as of May 17, 2006 (the “Agreement”), by and between Mentor Corporation, a Minnesota corporation (“Seller”), and Coloplast A/S, a Danish corporation (“Buyer”) (Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”), and constitutes the “Schedules” as defined in Section 1.140 of the Agreement. Unless otherwise noted herein, any capitalized term used in the Schedules shall have the same meaning assigned to such term in the Agreement.

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