<!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN">
<!-- saved from url=(0039)file://H:\ACCT\10K-10Q\S-8%202001-2.htm --><HTML><HEAD><TITLE></TITLE>

<META content="text/html; charset=windows-1252">
<META content="MSHTML 5.00.2919.6307" name=GENERATOR>
<META content=PALLIB1\MP5\1186653.01(PFML01!.DOC) name="Doc No.">
<META content=C:\docx97\convert name="Doc Path">
<META content=027665 name="Client No.">
<META content=0002 name="Matter No.">
<META content=TICKETS.COM name="Client Name">
<META content="INITIAL PUBLIC OFFERING" name="Matter Name">
<META content="   " name=DocumentType>
<META content="C:\BPHWord\BPH Templates\BPH Plain.dot" name=Template></HEAD>
<BODY><FONT size=2><B>
<P align=center>&nbsp;</P>
<P align=center>SECURITIES AND EXCHANGE COMMISSION</P></B>
<P align=center>Washington, D.C. 20549</P><U>
<P
align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></U></FONT><B>
<P align=center>FORM S-8<BR>REGISTRATION STATEMENT<BR></B><I><FONT
size=2>Under<BR>The Securities Act of 1933</P></FONT></I><FONT size=2><U>
<P
align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></U></FONT><B><FONT
size=4>
<P align=center>MENTOR CORPORATION<BR></FONT></B><FONT size=1>(Exact name of
registrant as specified in its charter)</P></FONT>
<TABLE border=0 cellPadding=7 cellSpacing=0 width=734>

  <TR>
    <TD vAlign=top width="50%"><B><FONT size=2>
      <P align=center>Minnesota<BR></FONT></B><FONT size=2>(State or other
      jurisdiction<BR>of incorporation or organization)</FONT></P></TD>
    <TD vAlign=top width="50%"><B><FONT size=2>
      <P align=center>41-0950791<BR></FONT></B><FONT size=2>(IRS Employer
      Identification No.)</FONT></P></TD></TR></TABLE><B><FONT size=2>
<P align=center>201 Mentor Drive<BR>Santa Barbara, California
93111</FONT></B><FONT size=1><BR>(Address of principal executive offices) (Zip
Code)</P></FONT><U><FONT size=2>
<P
align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></U><B>
<P align=center>MENTOR CORPORATION AMENDED 2000<BR>LONG-TERM INCENTIVE
PLAN</P></B></FONT><FONT size=1>
<P align=center>(Full title of the Plans)</P></FONT><U><FONT size=2>
<P
align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></FONT></U><FONT
size=2><B>
<P align=center>Christopher J. Conway<BR>Chairman, President and Chief Executive
Officer<BR>Mentor Corporation<BR>201 Mentor Drive<BR>Santa Barbara, California
93111<BR></B></FONT><FONT size=1>(Name and address of agent for
service)</P></FONT><B><FONT size=2>
<P align=center>(805) 879-6000<BR></FONT></B><FONT size=1>(Telephone number,
including area code, of agent for service)</P></FONT><U><FONT size=2>
<P
align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></U></FONT><B><FONT
size=3>
<P align=center>CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE border=0 cellPadding=7 cellSpacing=0 width=684>
58:
  <TR>
    <TD height=28 vAlign=bottom width="33%"><FONT size=1>
      <P align=center>Title of Securities to be Registered </FONT></P></TD>
    <TD height=28 vAlign=bottom width="16%"><FONT size=1>
      <P align=center>Amount to be Registered(1)</FONT></P></TD>
    <TD height=28 vAlign=bottom width="17%"><FONT size=1>
      <P align=center>Proposed <BR>Maximum Offering Price per
Share</FONT></P></TD>
    <TD height=28 vAlign=bottom width="18%"><FONT size=1>
      <P align=center>Proposed <BR>Maximum Aggregate Offering
Price</FONT></P></TD>
    <TD height=28 vAlign=bottom width="17%"><FONT size=1>
      <P align=center>Amount of <BR>Registration Fee</FONT></P></TD></TR>
  <TR>
    <TD height=33 vAlign=bottom width="33%"><U><FONT size=1><BR>Common Shares,
      $0.10 par value</FONT></U></TD>
    <TD height=33 vAlign=bottom width="16%"><FONT size=1>
      <P>3,000,000 shares</FONT></P></TD>
    <TD height=33 vAlign=bottom width="17%"><FONT size=1>
      <P align=center>$27.17(2)</FONT></P></TD>
    <TD height=33 vAlign=bottom width="18%"><FONT size=1>
      <P align=center>$81,510,000 (2)</FONT></P></TD>
    <TD height=33 vAlign=bottom width="17%"><FONT size=1>
      <P align=center>$20,378</FONT></P></TD></TR></TABLE><FONT size=1>
<P align=justify>(1) This Registration Statement shall also cover any additional
shares of Common Shares which become issuable under the Mentor Corporation
Amended 2000 Long-Term Incentive Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the number
of the outstanding shares of Registrant's Common Shares.</P>
<P align=justify>(2) Calculated solely for purposes of this offering under Rule
457(h) of the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Registrant's Common Shares on
November&nbsp;13, 2001, as reported by the Nasdaq National
Market.</P></FONT><B><FONT size=2>
<HR>

<P align=center>PART II<BR><BR>Information Required in the Registration
Statement</P></FONT></B><FONT size=2>
<P align=justify>Item&nbsp;3. <U>Incorporation of Documents by Reference</P></U>
<P align=justify>Mentor Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):</P>
<BLOCKQUOTE>
  <P align=justify>(a) The Registrant's Annual Report on Form&nbsp;10-K for the
  fiscal year ended March&nbsp;31, 2001 filed with the Commission on
  June&nbsp;29, 2001;</P>
  <P align=justify>(b) The Registrant's Quarterly Reports on Form&nbsp;10-Q for
  the fiscal quarter ended June&nbsp;30, 2001, filed with the Commission on
  August&nbsp;14, 2001, and for the fiscal quarter ended September&nbsp;30,
  2001, filed with the Commission on November&nbsp;14, 2001;</P>
  <P align=justify>(c) The Registrant's definitive Proxy Statement dated
  July&nbsp;31, 2001, filed with the Commission on July&nbsp;27, 2001; and</P>
  <P align=justify>(d) The Registrant's Registration Statement on Form&nbsp;8-A
  filed with the SEC, in which are described the terms, rights and provisions
  applicable to the Registrant's outstanding Common Shares.</P></BLOCKQUOTE>
<P align=justify>All reports and definitive proxy or information statements
subsequently filed pursuant to Section&nbsp;13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which de-registers all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.</P>
<P align=justify>Item&nbsp;4. <U>Description of Securities</U> </P>
<P align=justify>Not Applicable.</P>
<P align=justify>Item&nbsp;5. <U>Interests of Named Experts and Counsel</P></U>
<P align=justify>Not Applicable.</P>
<P align=justify>Item&nbsp;6. <U>Indemnification of Directors and
Officers</P></U>
<P align=justify>Section&nbsp;302A.521, subd.&nbsp;2, of the Minnesota Statutes
requires the Registrant to indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person with respect to the Registrant, against judgments, penalties, fines,
including, without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding with respect to the same acts or omissions if
such person (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties or fines; (2) acted in good
faith; (3) received no improper personal benefit, and statutory procedure has
been followed in the case of any conflict of interest by a director; (4) in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful; and (5) in the case of acts or omissions occurring in the person's
performance in the official capacity of director or, for a person not a
director, in the official capacity of officer, board committee member or
employee, reasonably believed that the conduct was in the best interests of the
Registrant, or, in the case of performance by a director, officer or employee of
the Registrant involving service as a director, officer, partner, trustee,
employee or agent of another organization or employee benefit plan, reasonably
believed that the conduct was not opposed to the best interests of the
Registrant. In addition, Section&nbsp;302A.521, subd.&nbsp;3, requires payment
by the Registrant, upon written request, of reasonable expenses in advance of
final disposition of the proceeding in certain instances. A decision as to
required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.</P>
<P align=justify>Section&nbsp;4.01 of the Composite Restated Bylaws of the
Registrant provides that the Registrant shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances and to such
extent, as required or permitted by Minnesota Statutes, Section&nbsp;302A.521,
as amended from time to time, or as required or permitted by provisions of law;
provided, however, that such Registrant shall not make advances to any person
other than a director of the Registrant or of another corporation at least 80%
of the Common Stock of all classes of which are owned directly or indirectly by
the Registrant (a "Subsidiary") or an officer of the Registrant or of a
Subsidiary who is elected by the directors of the Registrant or Subsidiary; and
provided, further, that the Registrant shall not indemnify any person, other
than a director of the Registrant or of a Subsidiary, or an officer of the
Registrant or of a Subsidiary, who is elected by the directors, in respect of
any judgment, penalty, fine, excise tax, settlement, expense or other matter for
which such person shall have been finally determined to be liable by reason of
his or her negligence, recklessness or willful misconduct.</P>
<P align=justify>As permitted by the Minnesota Statutes, Article&nbsp;IX of the
Registrant's Composite Restated Articles of Incorporation provides that a
director of the Registrant shall not be personally liable for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Sections&nbsp;302A.559 or
80A.23 of the Minnesota Statutes, (iv) for any transaction from which the
director derived any improper personal benefit, or (v) for any act or omission
occurring prior to the effective date of Article&nbsp;IX.</P>
<P align=justify>The Registrant has purchased directors' and officers' liability
insurance. The Registrant intends to enter into additional indemnification
agreements with each of its directors and executive officers to effectuate these
indemnity provisions. </P>
<P align=justify>Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is therefore unenforceable.</P>
<P align=justify>Item&nbsp;7. <U>Exemption from Registration Claimed</P></U>
<P align=justify>Not Applicable.</P>
<P align=justify>Item&nbsp;8. <U>Exhibits</P></U></FONT>
<TABLE border=0 cellPadding=7 cellSpacing=0 width=640>

  <TR>
    <TD vAlign=top width="16%"><I><U><FONT size=2>
      <P>Exhibit&nbsp;Number</I></U></FONT></P></TD>
    <TD vAlign=top width="84%"><I><U><FONT size=2>
      <P>Exhibit</I></U></FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="16%"><FONT size=2>
      <P align=justify>4</FONT></P></TD>
    <TD vAlign=top width="84%"><FONT size=2>
      <P align=justify>Instruments Defining the Rights of Stockholders.
      Reference is made to Registrant's Registration Statement on Form&nbsp;8-A,
      together with any exhibits thereto, which are incorporated herein by
      reference pursuant to Item&nbsp;3(c) to this Registration
      Statement.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="16%"><FONT size=2>
      <P>5</FONT></P></TD>
    <TD vAlign=top width="84%"><FONT size=2>
      <P>Opinion and consent of Hewitt&nbsp;&amp; O'Neil LLP.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="16%"><FONT size=2>
      <P>23.1</FONT></P></TD>
    <TD vAlign=top width="84%"><FONT size=2>
      <P>Consent of Ernst&nbsp;&amp; Young LLP, Independent
    Auditors.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="16%"><FONT size=2>
      <P>23.2</FONT></P></TD>
    <TD vAlign=top width="84%"><FONT size=2>
      <P>Consent of Hewitt&nbsp;&amp; O'Neil LLP is contained in
      Exhibit&nbsp;5.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="16%"><FONT size=2>
      <P>24</FONT></P></TD>
    <TD vAlign=top width="84%"><FONT size=2>
      <P>Power of Attorney. Reference is made to the Signature Page of this
      Registration Statement.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="16%"><FONT size=2>
      <P>99.1</FONT></P></TD>
    <TD vAlign=top width="84%"><FONT size=2>
      <P>Mentor Corporation Amended 2000 Long-Term Incentive
  Plan.</FONT></P></TD></TR></TABLE><FONT size=2>
<P align=justify>Item&nbsp;9. <U>Undertakings</P></U>
<P align=justify>A. The undersigned Registrant hereby undertakes: (1)&nbsp;to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i)&nbsp;to include any
prospectus required by Section&nbsp;10(a)(3) of the 1933 Act, (ii)&nbsp;to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement and (iii)&nbsp;to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that
clauses&nbsp;(1)(i) and (1)(ii) shall not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section&nbsp;13 or
Section&nbsp;15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2)&nbsp;that for the purpose of determining any
liability under the 1933 Act each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the Mentor Corporation Amended 2000
Long-Term Incentive Plan.</P>
<P align=justify>B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d)
of the 1934 Act that is incorporated by reference into this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.</P>
<P align=justify>C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item&nbsp;6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.</P><B>
<P align=center></P>
<P align=center>SIGNATURES</P></B>
<P align=justify>Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form&nbsp;S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Barbara, State of
California on this 13<SUP>th</SUP> day of November, 2001.</P>
<BLOCKQUOTE>
  <BLOCKQUOTE>
    <BLOCKQUOTE>
      <BLOCKQUOTE>
        <P>MENTOR CORPORATION</P>
        <P>&nbsp;</P>
        <P>By: <U>/s/ Christopher&nbsp;J.
        Conway<BR></U></FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT
        size=2>Christopher J.
        Conway<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman, President
        and Chief Executive Officer</FONT> </P>
        <HR>
        <FONT size=2></BLOCKQUOTE></BLOCKQUOTE></BLOCKQUOTE></BLOCKQUOTE><B><U>
<P align=center>POWER OF ATTORNEY</P></U>
<P align=justify>KNOW ALL PERSONS BY THESE PRESENTS:</P></B>
<P align=justify>That the undersigned officers and directors of Mentor
Corporation, a Minnesota corporation, do hereby constitute and appoint
Christopher&nbsp;J. Conway and Adel Michael and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.</P><B>
<P align=justify>IN WITNESS WHEREOF</B>, each of the undersigned has executed
this Power of Attorney as of the date indicated.</P>
<P align=justify>Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.</P></FONT>
<TABLE border=0 cellPadding=7 cellSpacing=0 width=638>

  <TR>
    <TD vAlign=top width="34%"><B><FONT size=2>
      <P align=center>Signature</B></FONT></P></TD>
    <TD vAlign=top width="45%"><B><FONT size=2>
      <P align=center>Title</B></FONT></P></TD>
    <TD vAlign=top width="22%"><B><FONT size=2>
      <P align=center>Date</B></FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="34%"><U><FONT size=2>
      <P>/s/ Christopher J. Conway </U><BR>Christopher J. Conway</FONT></P></TD>
    <TD vAlign=top width="45%"><FONT size=2>
      <P><BR>Chairman, President and Chief Executive Officer</FONT></P></TD>
    <TD vAlign=top width="22%"><FONT size=2>
      <P align=center><BR>November&nbsp;13, 2001</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="34%"><U><FONT size=2>
      <P>/s/ Adel Michael <BR></U>Adel Michael</FONT></P></TD>
    <TD vAlign=top width="45%"><FONT size=2>
      <P>Executive Vice President, Chief Financial Officer, Secretary and
      Treasurer</FONT></P></TD>
    <TD vAlign=top width="22%"><FONT size=2>
      <P align=center><BR>November&nbsp;13, 2001</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="34%"><U><FONT size=2>
      <P>/s/Eugene G. Glover </U><BR>Eugene G. Glover</FONT></P></TD>
    <TD vAlign=center width="45%"><FONT size=2>
      <P>Senior Vice President, Advanced Development and Director</FONT></P></TD>
    <TD vAlign=center width="22%"><FONT size=2>
      <P align=center>November&nbsp;13, 2001</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="34%"><U><FONT size=2>
      <P>/s/Walter W. Faster </U><BR>Walter W. Faster</FONT></P></TD>
    <TD vAlign=center width="45%"><FONT size=2>
      <P>Director</FONT></P></TD>
    <TD vAlign=center width="22%"><FONT size=2>
      <P align=center>November&nbsp;13, 2001</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="34%"><U><FONT size=2>
      <P>/s/Michael Nakonechny </U><BR>Michael Nakonechny</FONT></P></TD>
    <TD vAlign=center width="45%"><FONT size=2>
      <P>Director</FONT></P></TD>
    <TD vAlign=center width="22%"><FONT size=2>
      <P align=center>November&nbsp;13, 2001</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="34%"><U><FONT size=2>
      <P></U><BR>Dr. Richard W. Young</FONT></P></TD>
    <TD vAlign=center width="45%"><FONT size=2>
      <P>Director</FONT></P></TD>
    <TD vAlign=center width="22%"><FONT size=2>
      <P align=center>November&nbsp;13, 2001</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="34%"><U><FONT size=2>
      <P>/s/Ronald J. Rossi </U><BR>Ronald J. Rossi</FONT></P></TD>
    <TD vAlign=center width="45%"><FONT size=2>
      <P>Director</FONT></P></TD>
    <TD vAlign=center width="22%"><FONT size=2>
      <P align=center>November&nbsp;13, 2001</FONT></P></TD></TR></TABLE><FONT
size=2>
<HR>

<P align=center>SECURITIES AND EXCHANGE COMMISSION<BR><BR>WASHINGTON, D.C.
20549<BR><BR><BR><BR>EXHIBITS<BR><BR>TO<BR><BR>FORM
S-8<BR><BR>UNDER<BR><BR>SECURITIES ACT OF 1933<BR><BR><BR><BR>MENTOR
CORPORATION</P></FONT><B><FONT size=2>
<P align=center>EXHIBIT INDEX</P></B></FONT>
<TABLE border=0 cellPadding=7 cellSpacing=0 width=638>
408:
  <TR>
    <TD vAlign=top width="17%"><I><U><FONT size=2>
      <P>Exhibit&nbsp;Number</I></U></FONT></P></TD>
    <TD vAlign=top width="83%"><I><U><FONT size=2>
      <P>Exhibit</I></U></FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT size=2>
      <P align=justify>4</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT size=2>
      <P align=justify>Instruments Defining the Rights of Stockholders.
      Reference is made to Registrant's Registration Statement on Form&nbsp;8-A,
      together with any exhibits thereto, which are incorporated herein by
      reference pursuant to Item&nbsp;3(c) to this Registration
      Statement.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT size=2>
      <P>5</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT size=2>
      <P>Opinion and consent of Hewitt&nbsp;&amp; O'Neil LLP.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT size=2>
      <P>23.1</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT size=2>
      <P>Consent of Ernst&nbsp;&amp; Young LLP, Independent
    Auditors.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT size=2>
      <P>23.2</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT size=2>
      <P>Consent of Hewitt&nbsp;&amp; O'Neil LLP is contained in
      Exhibit&nbsp;5.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT size=2>
      <P>24</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT size=2>
      <P>Power of Attorney. Reference is made to the Signature Page of this
      Registration Statement.</FONT></P></TD></TR>
  <TR>
    <TD vAlign=top width="17%"><FONT size=2>
      <P>99.1</FONT></P></TD>
    <TD vAlign=top width="83%"><FONT size=2>
      <P>Mentor Corporation Amended 2000 Long-Term Incentive
  Plan.</FONT></P></TD></TR></TABLE><B><FONT size=2>
<HR>

<P align=center>EXHIBIT 5<BR><BR>OPINION AND CONSENT OF HEWITT &amp; O'NEIL
LLP</P></FONT></B><FONT size=2>
<P align=center>November&nbsp;13, 2001</P>
<P>Mentor Corporation<BR>201 Mentor Drive<BR>Santa Barbara, CA 93111</P>
<P align=justify>Re: Mentor Corporation <FONT face=Symbol>-</FONT> Registration
Statement for Offering of an <U>Aggregate of 3,000,000 Shares of Common
Stock</P></U>
<P align=justify>Dear Ladies and Gentlemen:</P>
<P align=justify>We have acted as counsel to Mentor Corporation, a Minnesota
corporation (the "Company"), in connection with the registration on
Form&nbsp;S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, of 3,000,000 shares of the Company's common stock (the "Shares")
authorized for issuance under the Company's Mentor Corporation Amended 2000
Long-Term Incentive Plan (the "Plan").</P>
<P align=justify>This opinion is being furnished in accordance with the
requirements of Item&nbsp;8 of Form&nbsp;S-8 and Item&nbsp;601(b)(5)(i) of
Regulation&nbsp;S-K.</P>
<P align=justify>We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
of the Plan. Based on such review, we are of the opinion that, if, as and when
the Shares have been issued and sold (and the consideration therefore received)
pursuant to the provisions of option agreements duly authorized under the Plans
and in accordance with the Registration Statement, such Shares will be duly
authorized, legally issued, fully paid and nonassessable.</P>
<P align=justify>We consent to the filing of this opinion letter as
Exhibit&nbsp;5 to the Registration Statement.</P>
<P align=justify>This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company and the Shares.</P>
<BLOCKQUOTE>
  <BLOCKQUOTE>
    <BLOCKQUOTE>
      <BLOCKQUOTE>
        <BLOCKQUOTE>
          <BLOCKQUOTE>
            <P>Very truly yours,</P>
            <P>&nbsp;</P>
            <P>/s/ Hewitt &amp; O'Neil LLP<BR>Hewitt &amp; O'Neil
          LLP</P></BLOCKQUOTE></BLOCKQUOTE></BLOCKQUOTE></BLOCKQUOTE></BLOCKQUOTE></BLOCKQUOTE></FONT><B><FONT
size=2>
<HR>

<P align=center>EXHIBIT 23.1<BR><BR>CONSENT OF ERNST &amp; YOUNG, LLP
INDEPENDENT AUDITORS</P></FONT></B><FONT size=2>
<P align=justify>We consent to the incorporation by reference in the
Registration Statement (Form&nbsp;S-8) pertaining to the Mentor Corporation
Amended 2000 Long-Term Incentive Plan of our report dated May&nbsp;7, 2001, with
respect to the consolidated financial statements and schedule of Mentor
Corporation included in its Annual Report (Form&nbsp;10-K) for the year ended
March&nbsp;31, 2001, filed with the Securities and Exchange Commission.</P>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR><U>
<P>/s/ Ernst&nbsp;&amp; Young LLP<BR></U>Ernst&nbsp;&amp; Young
LLP</P></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR>
<P>Los Angeles, California<BR>November&nbsp;13, 2001</P></FONT><B>
<HR>

<P align=center>EXHIBIT 99.1<BR><BR>MENTOR CORPORATION AMENDED 2000 LONG-TERM
INCENTIVE PLAN<BR></P></B><FONT size=2>1. <U>Definitions</U>. In this Plan,
except where the context otherwise indicates, the following definitions shall
apply:
<P>1.1 "Affiliate" means a corporation, partnership, business trust, limited
liability company or other form of business organization at least a majority of
the total combined voting power of all classes of stock or other equity
interests of which is owned by the Company, either directly or through one or
more other Affiliates.</P>
<P>1.2 "Agreement" means a written agreement evidencing a grant of Options.</P>
<P>1.3 "Board" means the Board of Directors of the Company.</P>
<P>1.4 "Change in Control" has the meaning given such term in Section 6.5 of
this Plan.</P>
<P>1.5 "Code" means the Internal Revenue Code of 1986, as amended.</P>
<P>1.6 "Committee" means such committee(s), subcommittee(s) or person(s)
appointed by the Board to administer this Plan or to make and/or administer
specific Options hereunder. If no such appointment is in effect at any time,
"Committee" shall mean the Board.</P>
<P>1.7 "Common Stock" means the common stock, par value $.10 per share, of the
Company.</P>
<P>1.8 "Company" means Mentor Corporation, and any successor thereto.</P>
<P>1.9 "Date of Exercise" means the date on which the Company receives notice of
the exercise of an Option in accordance with the terms of Section 7.1.</P>
<P>1.10 "Date of Grant" means the date on which an Option is granted, by the
Committee under this Plan.</P>
<P>1.11 "Eligible Person" means any person who (a) is an Employee; (b) has been
offered and has accepted employment as an Employee; (c) is a Non-Employee
Director; or (d) is a consultant or independent contractor to the Company or an
Affiliate who is determined by the Committee to render key services to the
Company or an Affiliate. </P>
<P>1.12 "Employee" means any person determined by the Committee to be an
employee of the Company or an Affiliate.</P>
<P>1.13 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.</P>
<P>1.14 "Fair Market Value" means an amount equal to the last sale price for a
Share in the over-the-counter market as reported by such source as the Committee
may select, or, if such price quotations of the Common Stock are not then
reported, then the fair market value of a Share as determined by the Committee
pursuant to a reasonable method adopted in good faith for such purpose.</P>
<P>1.15 "Incentive Stock Option" means an Option granted under this Plan that
the Company designates as an incentive stock option under Section 422 of the
Code.</P>
<P>1.16 "Non-Employee Director" means any member of the Company's or an
Affiliate's Board of Directors who is not an Employee.</P>
<P>1.17 "Nonstatutory Stock Option" means an Option granted under this Plan that
is not an Incentive Stock Option.</P>
<P>1.18 "Option" means an option to purchase Shares granted under this Plan in
accordance with the terms of Section 6.</P>
<P>1.19 "Option Period" means the period during which an Option may be
exercised.</P>
<P>1.20 "Option Price" means the price per Share at which an Option may be
exercised. Subject to the terms of the Plan, the Option Price shall be
determined by the Committee.</P>
<P>1.21 "Participant" means any Eligible Person who has received an Option
hereunder.</P>
<P>1.22 "Plan" means the Mentor Corporation Amended 2000 Long-Term Incentive
Plan, as amended from time to time.</P>
<P>1.23 "Share" means a share of Common Stock.</P>
<P>1.24 "Section 422 Employee" means an Eligible Person who is employed as a
common law employee of the Company or a "parent corporation" or a "subsidiary
corporation" (both as defined in Section 424(e) and (f) of the Code) with
respect to the Company.</P>
<P>1.25 "Ten-Percent Stockholder" means a Section 422 Employee who (applying the
rules of Section 424(d) of the Code) owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or an
Affiliate. </P>
<P>2. <U>Purpose</U>. This Plan is intended to assist the Company and its
Affiliates in attracting and retaining Eligible Persons of outstanding ability
and to promote the identification of their interests with those of the
stockholders of the Company and its Affiliates.</P>
<P>3. <U>Administration</U>. The Committee shall administer this Plan and shall
have plenary authority, in its discretion, to grant Options, subject to the
provisions of this Plan. The Committee shall have plenary authority and
discretion, subject to the provisions of this Plan, to determine the Eligible
Persons to whom Options shall be granted, the terms (which terms need not be
identical) of all Options, including without limitation the Option Price of
Options, the time or times at which Options are granted, the number of Shares
covered by Options, whether an Option shall be an Incentive Stock Option or a
Nonstatutory Stock Option, the terms related to acceleration of vesting in the
case of a Change in Control, any exceptions to non-transferability and any
provisions relating to vesting and the period during which Options may be
exercised. In making these determinations, the Committee may take into account
the nature of the services rendered or to be rendered by the Option recipients,
their present and potential contributions to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall deem
relevant. Subject to the provisions of the Plan, the Committee shall have
plenary authority to interpret the Plan, prescribe, amend and rescind rules and
regulations relating to it, and make all other determinations deemed necessary
or advisable for the administration of this Plan. The determinations of the
Committee on the matters referred to in this Section 3 shall be binding and
final. </P>
<P>4. <U>Eligibility</U>. Options may be granted only to Eligible Persons;
provided, however, that Incentive Stock Options may not be granted to Eligible
Persons who are not Section 422 Employees.</P>
<P>5. <U>Stock Subject to Plan</U>.</P>
<P>5.1 Subject to adjustment as provided in Section 8, (a) the maximum number of
Shares that may be issued under this Plan is 3,000,000 Shares and (b) the
maximum number of Shares with respect to which an Eligible Person may be granted
Options under this Plan during a fiscal year is 250,000 Shares.</P>
<P>5.2 If an Option expires or terminates for any reason (other than termination
by virtue of the exercise of a Related Option) without having been fully
exercised, the unissued or forfeited Shares that had been subject to the Option
shall become available for the grant of additional Options. </P>
<P>6. <U>Options</U>.</P>
<P>6.1 Options granted under this Plan to Eligible Persons shall be either
Incentive Stock Options or Nonstatutory Stock Options, as designated by the
Committee; provided, however, that Incentive Stock Options may not be granted to
Eligible persons who are not Section 422 Employees. Each Option granted under
this Plan shall be clearly identified either as a Nonstatutory Stock Option or
an Incentive Stock Option and shall be evidenced by an Agreement that specifies
the terms and conditions of the grant. Options shall be subject to the terms and
conditions set forth in this Section 6 and such other terms and conditions not
inconsistent with this Plan as the Committee may specify.</P>
<P>6.2 Subject to the terms of the Plan, the Option Price shall be determined by
the Committee; provided, however, that in no event shall the Option Price be
less than one hundred percent (100%) of the Fair Market Value of the Common
Stock on the Date of Grant. The price per share of Common Stock at which an
Incentive Stock Option granted under this Plan may be exercised shall not be
less than one hundred percent (100%) of the Fair Market Value of the Common
Stock on the Date of Grant; provided, however, that in the case of an Incentive
Stock Option granted to an Employee who, at the time of grant, is a Ten Percent
Shareholder, the exercise price per share shall not be less than one hundred and
ten percent (110%) of the Fair Market Value of the Common Stock on the date on
which the Option is granted.</P>
<P>6.3 The Option Period shall be determined by the Committee and specifically
set forth in the Agreement; provided, however, that an Option shall not be
exercisable after ten years (five years in the case of an Incentive Stock Option
granted to a Ten-Percent Stockholder) from its Date of Grant. Subject to the
other provisions of this Plan, all Options granted under this Plan shall vest as
to one-fourth of the total number of Shares covered by such Options on the first
anniversary of the Date of Grant and as to an additional one-fourth of the total
number of Shares covered by such Options on each of the next three anniversaries
of the Date of Grant. An Option will expire if not exercised within three months
after the Participant ceases to serve as an Employee, director, or otherwise
Eligible Person, or within 12 months from the date the Participant dies
providing that the exercised date occurs prior to the expiration of the Option
Period.</P>
<P>6.4 The Plan prohibits repricing or lowering the Option Price of a previously
granted Option without the prior approval of the Company's shareholders.</P>
<P>6.5 For the purposes of this Plan a Change of Control occurs when:</P>
<P>(i) a person or group acquires or beneficially owns twenty percent (20%) or
more of the outstanding voting power of the Company;</P>
<P>(ii) a majority of the Board consists of individuals other than those for
whom proxies were solicited by the Board or who were appointed by the Board to
fill either (A) vacancies caused by death or resignation or (B) new
directorship; or </P>
<P>(iii) there shall have occurred:</P>
<P>(A) a merger or consolidation of the Company with or into another corporation
(other than (1) a merger or consolidation with a subsidiary of the Company or
(2) a merger or consolidation in which (aa) the holders of voting stock
immediately prior to the merger as a class continue to hold immediately after
the merger at least sixty percent (60%) of all outstanding voting power of the
surviving or resulting corporation or its parent and (bb) all holders of each
outstanding class or series of voting stock of the Company immediately prior to
the merger or consolidation have the right to receive substantially the same
cash, securities or other property in exchange for their voting stock of the
Company as all other holders of such class of series);</P>
<P>(B) a statutory exchange of shares for cash, securities or other
property;</P>
<P>(C) the sale or disposition of all or substantially all of the assets of the
Company; or</P>
<P>(D) the dissolution or liquidation of the Company; unless, as to any
Participant, more than twenty-five percent (25%) of the voting stock (or the
voting equity interest) of the surviving corporation or the corporation or other
entity acquiring all or substantially all of the assets of the Company (in the
case of a merger, consolidation or disposition of assets) or of the Company, or
its resulting parent corporation (in the case of a statutory share exchange) is
beneficially owned by such Participant or a Group that includes such
Participant.</P>
<P>A "Group" for purposes of this Plan shall mean any two or more persons acting
as a partnership, limited partnership, syndicate, or other group acting in
concert for the purpose of acquiring, holding or disposing of voting stock of
the Company.</P>
<P>6.6 Options granted under the Plan shall be evidenced by an Agreement
specifying the terms and conditions of the grant.</P>
<P>6.7 The Committee, in its discretion, may provide in an Agreement for the
right of a Participant to surrender to the Company an Option (or a portion
thereof) that has become exercisable and to receive upon such surrender, without
any payment to the Company (other than required tax withholding amounts) that a
number of Shares (equal to the highest whole number of Shares) having an
aggregate fair market value as of the date of surrender equal to that number of
Shares subject to the Option (or portion thereof) being surrendered multiplied
by an amount equal to the excess of (i) the Fair Market Value per share on the
date of surrender over (ii) the Option Price, plus an amount of cash equal to
the fair market value of any fractional Share to which the participant would be
entitled but for the parenthetical above relating to whole number of Shares. Any
such surrender shall be treated as the exercise of the Option (or portion
thereof) surrendered.</P>
<P>7. <U>Exercise of Options</U>.</P>
<P>7.1 An Option may, subject to the terms of the applicable Agreement under
which it was granted, be exercised in whole or in part by the delivery to the
Company of written notice of the exercise, in such form as the Committee may
prescribe, accompanied, by (a) a full payment for the Shares with respect to
which the Option is exercised or (b) irrevocable instructions to a broker to
deliver promptly to the Company cash equal to the exercise price of the Option.
To the extent provided in the applicable Agreement, payment may be made in whole
or in part by delivery (including constructive delivery) of Shares (provided
that such Shares, if acquired pursuant to an Option granted hereunder or under
any other plan maintained by the Company or any Affiliate have been held by the
Participant for at least six (6) months) valued at Fair Market Value on the Date
of Exercise or by delivery of a promissory note as provided in Section 7.2
hereof.</P>
<P>7.2 To the extent provided in an Agreement and permitted by applicable law,
the Committee may accept as partial payment of the Option Price a promissory
note executed by the Participant evidencing his or her obligation to make future
cash payment thereof. Promissory notes made pursuant to this Section 7.2 shall
be payable upon such terms as may be determined by the Committee, shall be
secured by a pledge of the Shares received upon exercise of the Option, or other
securities the Committee may deem to be acceptable for such purposes, and shall
bear interest at a rate fixed by the Committee.</P>
<P>7.3 Options granted under this Plan shall not be transferable except by will,
the laws of descent and distribution, except to the extent provided in an
Agreement.</P>
<P>8. <U>Capital Adjustments</U>. In the event of any change in the outstanding
Common Stock by reason of any stock dividend, split-up, recapitalization,
reclassification, combination or exchange of shares, merger, consolidation,
liquidation or the like, the Committee may, in its discretion, provide for a
substitution for or adjustment in (a) the number and class of Shares subject to
outstanding Options, (b) the Option Price of Options (c) the aggregate number
and class of Shares for which Options thereafter may be made under this Plan,
and (d) the maximum number of Shares with respect to which an Eligible Person
may be granted Options during the period specified in clause(b) of Section 5.1.
</P>
<P>9. <U>Termination or Amendment</U>. The Board may amend, alter or terminate
this Plan in any respect at any time; provided, however, that, after this Plan
has been approved by the stockholders of the Company, no amendment, alteration
or termination of this Plan shall be made by the Board without approval of (a)
the Company's stockholders to the extent stockholder approval of the amendment
is required by applicable law or regulations or the requirements of the
principal exchange or interdealer quotation system on which the Common Stock is
listed or quoted, if any, and (b) each affected Participant if such amendment,
alteration or termination would adversely affect such Participant's rights or
obligations under any Option made prior to the date of such amendment,
alteration or termination.</P>
<P>10. <U>Modification, Extension, Renewal, Substitution</U>.</P>
<P>10.1 Subject to the terms and conditions of this Plan, the Committee may
modify the terms of any outstanding Options. Notwithstanding the foregoing,
however, no modification of an Option shall, without the consent of the
Participant, alter or impair any of the Participant's rights or obligations
under such Option.</P>
<P>10.2 Anything contained herein to the contrary notwithstanding, Options, may,
at the discretion of the Committee, be granted under this Plan in substitution
for options and such other awards covering capital stock of another corporation
which is merged into, consolidated with, of all, or a substantial portion of the
property or stock of which is acquired by, the Company or one of its Affiliates.
The terms and conditions of the substitute Options so granted may vary from the
terms and conditions set forth in this Plan to such extent as the Committee may
deem appropriate in order to conform, in whole or part, to the provisions of the
awards in substitution for which they are granted. Such substitute Options
granted hereunder shall not be counted toward the Share limit imposed by clause
(b) of Section 5.1, except to the extent it is determined by the Committee that
counting such Options is required in order for Options hereunder to be eligible
to quality as "performance-based compensation" within the meaning of Section
162(m) of the Code.</P>
<P>11. <U>Effectiveness of this Plan</U>. This Plan and any amendments hereto
requiring stockholder approval pursuant to Section 9 are subject to approval by
vote of the stockholders of the Company at the next annual or special meeting of
stockholders following adoption by the Board. Subject to such stockholder
approval, this Plan and any amendments hereto are effective on the date on which
they are adopted by the Board.</P>
<P>12. <U>Withholding</U>. The Company's obligation to deliver Shares or pay any
amount pursuant to the terms of any Option hereunder shall be subject to
satisfaction of applicable federal, state and local tax withholding
requirements. To the extent provided in the applicable Agreement and in
accordance with rules prescribed by the Committee, a Participant may satisfy any
such withholding tax obligation by any of the following means or by a
combination of such means: (a) tendering a cash payment, (b) authorizing the
Company to withhold Shares otherwise issuable to the Participant, or (c)
delivering to the Company already-owned and unencumbered Shares.</P>
<P>13. <U>Term of this Plan</U>. Unless sooner terminated by the Board pursuant
to Section 13, this Plan shall terminate on July 19, 2010, and no Options may be
granted after such date. The termination of this Plan shall not affect the
validity of any Options outstanding on the date of termination.</P>
<P>14. <U>Indemnification of Committee</U>. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against all
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with this
Plan or any Option, granted hereunder, and against all amounts reasonably paid
by them in settlement thereof or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, if such members acted in good faith and in
a manner which they believed to be in, and not opposed to, the best interests of
the Company.</P>
<P>15. <U>General Provisions</U>.</P>
<P>15.1 The establishment of this Plan shall not confer upon any Eligible Person
any legal or equitable right against the Company, any Affiliate or the
Committee, except as expressly provided in this Plan.</P>
<P>15.2 This Plan does not constitute inducement or consideration for the
employment or service of any Eligible Person, nor is it a contract between the
Company or any Affiliate and any Eligible Person. Participation in this Plan
shall not give an Eligible Person any right to be retained in the service of the
Company or any Affiliate.</P>
<P>15.3 Neither the adoption of this Plan nor its submission to the
stockholders, shall be taken to impose any limitations on the powers of the
Company or its Affiliates to issue, grant, or assume options, under this Plan,
or to adopt other stock option, or other plans or to impose any requirement of
stockholder approval upon the same.</P>
<P>15.4 The interests of any Eligible Person under this Plan are not subject to
the claims of creditors and may not, in any way, be assigned, alienated or
encumbered except to the extent provided in an Agreement.</P>
<P>15.5 This Plan shall be governed, construed and administered in accordance
with the laws of the State of California.</P>
<P>15.6 The Committee may require each person acquiring Shares pursuant to
Options hereunder to represent to and agree with the Company in writing that
such person is acquiring the Shares without a view to distribution thereof. The
certificates for such Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer. All certificates for Shares
issued pursuant to this Plan shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is then listed or interdealer
quotation system upon which the Common Stock is then quoted, and any applicable
federal or state securities laws. The Committee may place a legend or legends on
any such certificates to make appropriate reference to such restrictions. </P>
<P>15.7 The Company shall not be required to issue any certificate or
certificates for Shares with respect to Options under this Plan, or record any
person as a holder of record of such Shares, without obtaining, to the complete
satisfaction of the Committee, the approval of all regulatory bodies deemed
necessary by the Committee, and without complying to the Board's or Committee's
complete satisfaction, with all rules and regulations, under federal, state or
local law deemed applicable by the Committee. </P>
<P align=justify></P></FONT></BODY></HTML>
[{"type": "S-8", "sequence": "1", "filename": "s820018.htm", "secsgml_size_bytes": 52036}]
{"company-data": {"conformed-name": "MENTOR CORP /MN/", "cik": "0000064892", "assigned-sic": "3842", "irs-number": "410950791", "state-of-incorporation": "MN", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73306", "film-number": "1788661"}, "business-address": {"street1": "201 MENTOR DR", "city": "SANTA BARBARA", "state": "CA", "zip": "93111", "phone": "8058796000"}, "mail-address": {"street1": "201 MENTOR DR", "city": "SANTA BARBARA", "state": "CA", "zip": "93111"}}
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MENTOR CORPORATION
(Exact name of
registrant as specified in its charter)
Minnesota
(State or other
      jurisdiction
of incorporation or organization)
41-0950791
(IRS Employer
      Identification No.)
201 Mentor Drive
Santa Barbara, California
93111
(Address of principal executive offices) (Zip
Code)
MENTOR CORPORATION AMENDED 2000
LONG-TERM INCENTIVE
PLAN
(Full title of the Plans)
Christopher J. Conway
Chairman, President and Chief Executive
Officer
Mentor Corporation
201 Mentor Drive
Santa Barbara, California
93111
(Name and address of agent for
service)
(805) 879-6000
(Telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
58:
Title of Securities to be Registered
Amount to be Registered(1)
Proposed
Maximum Offering Price per
Share
Proposed
Maximum Aggregate Offering
Price
Amount of
Registration Fee
Common Shares,
      $0.10 par value
3,000,000 shares
$27.17(2)
$81,510,000 (2)
$20,378
(1) This Registration Statement shall also cover any additional
shares of Common Shares which become issuable under the Mentor Corporation
Amended 2000 Long-Term Incentive Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the number
of the outstanding shares of Registrant's Common Shares.
(2) Calculated solely for purposes of this offering under Rule
457(h) of the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Registrant's Common Shares on
November 13, 2001, as reported by the Nasdaq National
Market.
PART II
Information Required in the Registration
Statement
Item 3.
Incorporation of Documents by Reference
Mentor Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the
  fiscal year ended March 31, 2001 filed with the Commission on
  June 29, 2001;
(b) The Registrant's Quarterly Reports on Form 10-Q for
  the fiscal quarter ended June 30, 2001, filed with the Commission on
  August 14, 2001, and for the fiscal quarter ended September 30,
  2001, filed with the Commission on November 14, 2001;
(c) The Registrant's definitive Proxy Statement dated
  July 31, 2001, filed with the Commission on July 27, 2001; and
(d) The Registrant's Registration Statement on Form 8-A
  filed with the SEC, in which are described the terms, rights and provisions
  applicable to the Registrant's outstanding Common Shares.
All reports and definitive proxy or information statements
subsequently filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which de-registers all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4.
Description of Securities
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
Not Applicable.
Item 6.
Indemnification of Directors and
Officers
Section 302A.521, subd. 2, of the Minnesota Statutes
requires the Registrant to indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person with respect to the Registrant, against judgments, penalties, fines,
including, without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding with respect to the same acts or omissions if
such person (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties or fines; (2) acted in good
faith; (3) received no improper personal benefit, and statutory procedure has
been followed in the case of any conflict of interest by a director; (4) in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful; and (5) in the case of acts or omissions occurring in the person's
performance in the official capacity of director or, for a person not a
director, in the official capacity of officer, board committee member or
employee, reasonably believed that the conduct was in the best interests of the
Registrant, or, in the case of performance by a director, officer or employee of
the Registrant involving service as a director, officer, partner, trustee,
employee or agent of another organization or employee benefit plan, reasonably
believed that the conduct was not opposed to the best interests of the
Registrant. In addition, Section 302A.521, subd. 3, requires payment
by the Registrant, upon written request, of reasonable expenses in advance of
final disposition of the proceeding in certain instances. A decision as to
required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
Section 4.01 of the Composite Restated Bylaws of the
Registrant provides that the Registrant shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances and to such
extent, as required or permitted by Minnesota Statutes, Section 302A.521,
as amended from time to time, or as required or permitted by provisions of law;
provided, however, that such Registrant shall not make advances to any person
other than a director of the Registrant or of another corporation at least 80%
of the Common Stock of all classes of which are owned directly or indirectly by
the Registrant (a "Subsidiary") or an officer of the Registrant or of a
Subsidiary who is elected by the directors of the Registrant or Subsidiary; and
provided, further, that the Registrant shall not indemnify any person, other
than a director of the Registrant or of a Subsidiary, or an officer of the
Registrant or of a Subsidiary, who is elected by the directors, in respect of
any judgment, penalty, fine, excise tax, settlement, expense or other matter for
which such person shall have been finally determined to be liable by reason of
his or her negligence, recklessness or willful misconduct.
As permitted by the Minnesota Statutes, Article IX of the
Registrant's Composite Restated Articles of Incorporation provides that a
director of the Registrant shall not be personally liable for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Sections 302A.559 or
80A.23 of the Minnesota Statutes, (iv) for any transaction from which the
director derived any improper personal benefit, or (v) for any act or omission
occurring prior to the effective date of Article IX.
The Registrant has purchased directors' and officers' liability
insurance. The Registrant intends to enter into additional indemnification
agreements with each of its directors and executive officers to effectuate these
indemnity provisions.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is therefore unenforceable.
Item 7.
Exemption from Registration Claimed
Not Applicable.
Item 8.
Exhibits
Exhibit Number
Exhibit
4
Instruments Defining the Rights of Stockholders.
      Reference is made to Registrant's Registration Statement on Form 8-A,
      together with any exhibits thereto, which are incorporated herein by
      reference pursuant to Item 3(c) to this Registration
      Statement.
5
Opinion and consent of Hewitt & O'Neil LLP.
23.1
Consent of Ernst & Young LLP, Independent
    Auditors.
23.2
Consent of Hewitt & O'Neil LLP is contained in
      Exhibit 5.
24
Power of Attorney. Reference is made to the Signature Page of this
      Registration Statement.
99.1
Mentor Corporation Amended 2000 Long-Term Incentive
  Plan.
Item 9.
Undertakings
A. The undersigned Registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any
liability under the 1933 Act each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the Mentor Corporation Amended 2000
Long-Term Incentive Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act that is incorporated by reference into this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Barbara, State of
California on this 13
th
day of November, 2001.
MENTOR CORPORATION
By:
/s/ Christopher J.
        Conway
Christopher J.
        Conway
Chairman, President
        and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Mentor
Corporation, a Minnesota corporation, do hereby constitute and appoint
Christopher J. Conway and Adel Michael and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF
, each of the undersigned has executed
this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Christopher J. Conway
Christopher J. Conway
Chairman, President and Chief Executive Officer
November 13, 2001
/s/ Adel Michael
Adel Michael
Executive Vice President, Chief Financial Officer, Secretary and
      Treasurer
November 13, 2001
/s/Eugene G. Glover
Eugene G. Glover
Senior Vice President, Advanced Development and Director
November 13, 2001
/s/Walter W. Faster
Walter W. Faster
Director
November 13, 2001
/s/Michael Nakonechny
Michael Nakonechny
Director
November 13, 2001
Dr. Richard W. Young
Director
November 13, 2001
/s/Ronald J. Rossi
Ronald J. Rossi
Director
November 13, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
EXHIBITS
TO
FORM
S-8
UNDER
SECURITIES ACT OF 1933
MENTOR
CORPORATION
EXHIBIT INDEX
408:
Exhibit Number
Exhibit
4
Instruments Defining the Rights of Stockholders.
      Reference is made to Registrant's Registration Statement on Form 8-A,
      together with any exhibits thereto, which are incorporated herein by
      reference pursuant to Item 3(c) to this Registration
      Statement.
5
Opinion and consent of Hewitt & O'Neil LLP.
23.1
Consent of Ernst & Young LLP, Independent
    Auditors.
23.2
Consent of Hewitt & O'Neil LLP is contained in
      Exhibit 5.
24
Power of Attorney. Reference is made to the Signature Page of this
      Registration Statement.
99.1
Mentor Corporation Amended 2000 Long-Term Incentive
  Plan.
EXHIBIT 5
OPINION AND CONSENT OF HEWITT & O'NEIL
LLP
November 13, 2001
Mentor Corporation
201 Mentor Drive
Santa Barbara, CA 93111
Re: Mentor Corporation
-
Registration
Statement for Offering of an
Aggregate of 3,000,000 Shares of Common
Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Mentor Corporation, a Minnesota
corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, of 3,000,000 shares of the Company's common stock (the "Shares")
authorized for issuance under the Company's Mentor Corporation Amended 2000
Long-Term Incentive Plan (the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of
Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
of the Plan. Based on such review, we are of the opinion that, if, as and when
the Shares have been issued and sold (and the consideration therefore received)
pursuant to the provisions of option agreements duly authorized under the Plans
and in accordance with the Registration Statement, such Shares will be duly
authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company and the Shares.
Very truly yours,
/s/ Hewitt & O'Neil LLP
Hewitt & O'Neil
          LLP
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, LLP
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Mentor Corporation
Amended 2000 Long-Term Incentive Plan of our report dated May 7, 2001, with
respect to the consolidated financial statements and schedule of Mentor
Corporation included in its Annual Report (Form 10-K) for the year ended
March 31, 2001, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young
LLP
Los Angeles, California
November 13, 2001
EXHIBIT 99.1
MENTOR CORPORATION AMENDED 2000 LONG-TERM
INCENTIVE PLAN
1.
Definitions
. In this Plan,
except where the context otherwise indicates, the following definitions shall
apply:
1.1 "Affiliate" means a corporation, partnership, business trust, limited
liability company or other form of business organization at least a majority of
the total combined voting power of all classes of stock or other equity
interests of which is owned by the Company, either directly or through one or
more other Affiliates.
1.2 "Agreement" means a written agreement evidencing a grant of Options.
1.3 "Board" means the Board of Directors of the Company.
1.4 "Change in Control" has the meaning given such term in Section 6.5 of
this Plan.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Committee" means such committee(s), subcommittee(s) or person(s)
appointed by the Board to administer this Plan or to make and/or administer
specific Options hereunder. If no such appointment is in effect at any time,
"Committee" shall mean the Board.
1.7 "Common Stock" means the common stock, par value $.10 per share, of the
Company.
1.8 "Company" means Mentor Corporation, and any successor thereto.
1.9 "Date of Exercise" means the date on which the Company receives notice of
the exercise of an Option in accordance with the terms of Section 7.1.
1.10 "Date of Grant" means the date on which an Option is granted, by the
Committee under this Plan.
1.11 "Eligible Person" means any person who (a) is an Employee; (b) has been
offered and has accepted employment as an Employee; (c) is a Non-Employee
Director; or (d) is a consultant or independent contractor to the Company or an
Affiliate who is determined by the Committee to render key services to the
Company or an Affiliate.
1.12 "Employee" means any person determined by the Committee to be an
employee of the Company or an Affiliate.
1.13 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
1.14 "Fair Market Value" means an amount equal to the last sale price for a
Share in the over-the-counter market as reported by such source as the Committee
may select, or, if such price quotations of the Common Stock are not then
reported, then the fair market value of a Share as determined by the Committee
pursuant to a reasonable method adopted in good faith for such purpose.
1.15 "Incentive Stock Option" means an Option granted under this Plan that
the Company designates as an incentive stock option under Section 422 of the
Code.
1.16 "Non-Employee Director" means any member of the Company's or an
Affiliate's Board of Directors who is not an Employee.
1.17 "Nonstatutory Stock Option" means an Option granted under this Plan that
is not an Incentive Stock Option.
1.18 "Option" means an option to purchase Shares granted under this Plan in
accordance with the terms of Section 6.
1.19 "Option Period" means the period during which an Option may be
exercised.
1.20 "Option Price" means the price per Share at which an Option may be
exercised. Subject to the terms of the Plan, the Option Price shall be
determined by the Committee.
1.21 "Participant" means any Eligible Person who has received an Option
hereunder.
1.22 "Plan" means the Mentor Corporation Amended 2000 Long-Term Incentive
Plan, as amended from time to time.
1.23 "Share" means a share of Common Stock.
1.24 "Section 422 Employee" means an Eligible Person who is employed as a
common law employee of the Company or a "parent corporation" or a "subsidiary
corporation" (both as defined in Section 424(e) and (f) of the Code) with
respect to the Company.
1.25 "Ten-Percent Stockholder" means a Section 422 Employee who (applying the
rules of Section 424(d) of the Code) owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or an
Affiliate.
2.
Purpose
. This Plan is intended to assist the Company and its
Affiliates in attracting and retaining Eligible Persons of outstanding ability
and to promote the identification of their interests with those of the
stockholders of the Company and its Affiliates.
3.
Administration
. The Committee shall administer this Plan and shall
have plenary authority, in its discretion, to grant Options, subject to the
provisions of this Plan. The Committee shall have plenary authority and
discretion, subject to the provisions of this Plan, to determine the Eligible
Persons to whom Options shall be granted, the terms (which terms need not be
identical) of all Options, including without limitation the Option Price of
Options, the time or times at which Options are granted, the number of Shares
covered by Options, whether an Option shall be an Incentive Stock Option or a
Nonstatutory Stock Option, the terms related to acceleration of vesting in the
case of a Change in Control, any exceptions to non-transferability and any
provisions relating to vesting and the period during which Options may be
exercised. In making these determinations, the Committee may take into account
the nature of the services rendered or to be rendered by the Option recipients,
their present and potential contributions to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall deem
relevant. Subject to the provisions of the Plan, the Committee shall have
plenary authority to interpret the Plan, prescribe, amend and rescind rules and
regulations relating to it, and make all other determinations deemed necessary
or advisable for the administration of this Plan. The determinations of the
Committee on the matters referred to in this Section 3 shall be binding and
final.
4.
Eligibility
. Options may be granted only to Eligible Persons;
provided, however, that Incentive Stock Options may not be granted to Eligible
Persons who are not Section 422 Employees.
5.
Stock Subject to Plan
.
5.1 Subject to adjustment as provided in Section 8, (a) the maximum number of
Shares that may be issued under this Plan is 3,000,000 Shares and (b) the
maximum number of Shares with respect to which an Eligible Person may be granted
Options under this Plan during a fiscal year is 250,000 Shares.
5.2 If an Option expires or terminates for any reason (other than termination
by virtue of the exercise of a Related Option) without having been fully
exercised, the unissued or forfeited Shares that had been subject to the Option
shall become available for the grant of additional Options.
6.
Options
.
6.1 Options granted under this Plan to Eligible Persons shall be either
Incentive Stock Options or Nonstatutory Stock Options, as designated by the
Committee; provided, however, that Incentive Stock Options may not be granted to
Eligible persons who are not Section 422 Employees. Each Option granted under
this Plan shall be clearly identified either as a Nonstatutory Stock Option or
an Incentive Stock Option and shall be evidenced by an Agreement that specifies
the terms and conditions of the grant. Options shall be subject to the terms and
conditions set forth in this Section 6 and such other terms and conditions not
inconsistent with this Plan as the Committee may specify.
6.2 Subject to the terms of the Plan, the Option Price shall be determined by
the Committee; provided, however, that in no event shall the Option Price be
less than one hundred percent (100%) of the Fair Market Value of the Common
Stock on the Date of Grant. The price per share of Common Stock at which an
Incentive Stock Option granted under this Plan may be exercised shall not be
less than one hundred percent (100%) of the Fair Market Value of the Common
Stock on the Date of Grant; provided, however, that in the case of an Incentive
Stock Option granted to an Employee who, at the time of grant, is a Ten Percent
Shareholder, the exercise price per share shall not be less than one hundred and
ten percent (110%) of the Fair Market Value of the Common Stock on the date on
which the Option is granted.
6.3 The Option Period shall be determined by the Committee and specifically
set forth in the Agreement; provided, however, that an Option shall not be
exercisable after ten years (five years in the case of an Incentive Stock Option
granted to a Ten-Percent Stockholder) from its Date of Grant. Subject to the
other provisions of this Plan, all Options granted under this Plan shall vest as
to one-fourth of the total number of Shares covered by such Options on the first
anniversary of the Date of Grant and as to an additional one-fourth of the total
number of Shares covered by such Options on each of the next three anniversaries
of the Date of Grant. An Option will expire if not exercised within three months
after the Participant ceases to serve as an Employee, director, or otherwise
Eligible Person, or within 12 months from the date the Participant dies
providing that the exercised date occurs prior to the expiration of the Option
Period.
6.4 The Plan prohibits repricing or lowering the Option Price of a previously
granted Option without the prior approval of the Company's shareholders.
6.5 For the purposes of this Plan a Change of Control occurs when:
(i) a person or group acquires or beneficially owns twenty percent (20%) or
more of the outstanding voting power of the Company;
(ii) a majority of the Board consists of individuals other than those for
whom proxies were solicited by the Board or who were appointed by the Board to
fill either (A) vacancies caused by death or resignation or (B) new
directorship; or
(iii) there shall have occurred:
(A) a merger or consolidation of the Company with or into another corporation
(other than (1) a merger or consolidation with a subsidiary of the Company or
(2) a merger or consolidation in which (aa) the holders of voting stock
immediately prior to the merger as a class continue to hold immediately after
the merger at least sixty percent (60%) of all outstanding voting power of the
surviving or resulting corporation or its parent and (bb) all holders of each
outstanding class or series of voting stock of the Company immediately prior to
the merger or consolidation have the right to receive substantially the same
cash, securities or other property in exchange for their voting stock of the
Company as all other holders of such class of series);
(B) a statutory exchange of shares for cash, securities or other
property;
(C) the sale or disposition of all or substantially all of the assets of the
Company; or
(D) the dissolution or liquidation of the Company; unless, as to any
Participant, more than twenty-five percent (25%) of the voting stock (or the
voting equity interest) of the surviving corporation or the corporation or other
entity acquiring all or substantially all of the assets of the Company (in the
case of a merger, consolidation or disposition of assets) or of the Company, or
its resulting parent corporation (in the case of a statutory share exchange) is
beneficially owned by such Participant or a Group that includes such
Participant.
A "Group" for purposes of this Plan shall mean any two or more persons acting
as a partnership, limited partnership, syndicate, or other group acting in
concert for the purpose of acquiring, holding or disposing of voting stock of
the Company.
6.6 Options granted under the Plan shall be evidenced by an Agreement
specifying the terms and conditions of the grant.
6.7 The Committee, in its discretion, may provide in an Agreement for the
right of a Participant to surrender to the Company an Option (or a portion
thereof) that has become exercisable and to receive upon such surrender, without
any payment to the Company (other than required tax withholding amounts) that a
number of Shares (equal to the highest whole number of Shares) having an
aggregate fair market value as of the date of surrender equal to that number of
Shares subject to the Option (or portion thereof) being surrendered multiplied
by an amount equal to the excess of (i) the Fair Market Value per share on the
date of surrender over (ii) the Option Price, plus an amount of cash equal to
the fair market value of any fractional Share to which the participant would be
entitled but for the parenthetical above relating to whole number of Shares. Any
such surrender shall be treated as the exercise of the Option (or portion
thereof) surrendered.
7.
Exercise of Options
.
7.1 An Option may, subject to the terms of the applicable Agreement under
which it was granted, be exercised in whole or in part by the delivery to the
Company of written notice of the exercise, in such form as the Committee may
prescribe, accompanied, by (a) a full payment for the Shares with respect to
which the Option is exercised or (b) irrevocable instructions to a broker to
deliver promptly to the Company cash equal to the exercise price of the Option.
To the extent provided in the applicable Agreement, payment may be made in whole
or in part by delivery (including constructive delivery) of Shares (provided
that such Shares, if acquired pursuant to an Option granted hereunder or under
any other plan maintained by the Company or any Affiliate have been held by the
Participant for at least six (6) months) valued at Fair Market Value on the Date
of Exercise or by delivery of a promissory note as provided in Section 7.2
hereof.
7.2 To the extent provided in an Agreement and permitted by applicable law,
the Committee may accept as partial payment of the Option Price a promissory
note executed by the Participant evidencing his or her obligation to make future
cash payment thereof. Promissory notes made pursuant to this Section 7.2 shall
be payable upon such terms as may be determined by the Committee, shall be
secured by a pledge of the Shares received upon exercise of the Option, or other
securities the Committee may deem to be acceptable for such purposes, and shall
bear interest at a rate fixed by the Committee.
7.3 Options granted under this Plan shall not be transferable except by will,
the laws of descent and distribution, except to the extent provided in an
Agreement.
8.
Capital Adjustments
. In the event of any change in the outstanding
Common Stock by reason of any stock dividend, split-up, recapitalization,
reclassification, combination or exchange of shares, merger, consolidation,
liquidation or the like, the Committee may, in its discretion, provide for a
substitution for or adjustment in (a) the number and class of Shares subject to
outstanding Options, (b) the Option Price of Options (c) the aggregate number
and class of Shares for which Options thereafter may be made under this Plan,
and (d) the maximum number of Shares with respect to which an Eligible Person
may be granted Options during the period specified in clause(b) of Section 5.1.
9.
Termination or Amendment
. The Board may amend, alter or terminate
this Plan in any respect at any time; provided, however, that, after this Plan
has been approved by the stockholders of the Company, no amendment, alteration
or termination of this Plan shall be made by the Board without approval of (a)
the Company's stockholders to the extent stockholder approval of the amendment
is required by applicable law or regulations or the requirements of the
principal exchange or interdealer quotation system on which the Common Stock is
listed or quoted, if any, and (b) each affected Participant if such amendment,
alteration or termination would adversely affect such Participant's rights or
obligations under any Option made prior to the date of such amendment,
alteration or termination.
10.
Modification, Extension, Renewal, Substitution
.
10.1 Subject to the terms and conditions of this Plan, the Committee may
modify the terms of any outstanding Options. Notwithstanding the foregoing,
however, no modification of an Option shall, without the consent of the
Participant, alter or impair any of the Participant's rights or obligations
under such Option.
10.2 Anything contained herein to the contrary notwithstanding, Options, may,
at the discretion of the Committee, be granted under this Plan in substitution
for options and such other awards covering capital stock of another corporation
which is merged into, consolidated with, of all, or a substantial portion of the
property or stock of which is acquired by, the Company or one of its Affiliates.
The terms and conditions of the substitute Options so granted may vary from the
terms and conditions set forth in this Plan to such extent as the Committee may
deem appropriate in order to conform, in whole or part, to the provisions of the
awards in substitution for which they are granted. Such substitute Options
granted hereunder shall not be counted toward the Share limit imposed by clause
(b) of Section 5.1, except to the extent it is determined by the Committee that
counting such Options is required in order for Options hereunder to be eligible
to quality as "performance-based compensation" within the meaning of Section
162(m) of the Code.
11.
Effectiveness of this Plan
. This Plan and any amendments hereto
requiring stockholder approval pursuant to Section 9 are subject to approval by
vote of the stockholders of the Company at the next annual or special meeting of
stockholders following adoption by the Board. Subject to such stockholder
approval, this Plan and any amendments hereto are effective on the date on which
they are adopted by the Board.
12.
Withholding
. The Company's obligation to deliver Shares or pay any
amount pursuant to the terms of any Option hereunder shall be subject to
satisfaction of applicable federal, state and local tax withholding
requirements. To the extent provided in the applicable Agreement and in
accordance with rules prescribed by the Committee, a Participant may satisfy any
such withholding tax obligation by any of the following means or by a
combination of such means: (a) tendering a cash payment, (b) authorizing the
Company to withhold Shares otherwise issuable to the Participant, or (c)
delivering to the Company already-owned and unencumbered Shares.
13.
Term of this Plan
. Unless sooner terminated by the Board pursuant
to Section 13, this Plan shall terminate on July 19, 2010, and no Options may be
granted after such date. The termination of this Plan shall not affect the
validity of any Options outstanding on the date of termination.
14.
Indemnification of Committee
. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against all
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with this
Plan or any Option, granted hereunder, and against all amounts reasonably paid
by them in settlement thereof or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, if such members acted in good faith and in
a manner which they believed to be in, and not opposed to, the best interests of
the Company.
15.
General Provisions
.
15.1 The establishment of this Plan shall not confer upon any Eligible Person
any legal or equitable right against the Company, any Affiliate or the
Committee, except as expressly provided in this Plan.
15.2 This Plan does not constitute inducement or consideration for the
employment or service of any Eligible Person, nor is it a contract between the
Company or any Affiliate and any Eligible Person. Participation in this Plan
shall not give an Eligible Person any right to be retained in the service of the
Company or any Affiliate.
15.3 Neither the adoption of this Plan nor its submission to the
stockholders, shall be taken to impose any limitations on the powers of the
Company or its Affiliates to issue, grant, or assume options, under this Plan,
or to adopt other stock option, or other plans or to impose any requirement of
stockholder approval upon the same.
15.4 The interests of any Eligible Person under this Plan are not subject to
the claims of creditors and may not, in any way, be assigned, alienated or
encumbered except to the extent provided in an Agreement.
15.5 This Plan shall be governed, construed and administered in accordance
with the laws of the State of California.
15.6 The Committee may require each person acquiring Shares pursuant to
Options hereunder to represent to and agree with the Company in writing that
such person is acquiring the Shares without a view to distribution thereof. The
certificates for such Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer. All certificates for Shares
issued pursuant to this Plan shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is then listed or interdealer
quotation system upon which the Common Stock is then quoted, and any applicable
federal or state securities laws. The Committee may place a legend or legends on
any such certificates to make appropriate reference to such restrictions.
15.7 The Company shall not be required to issue any certificate or
certificates for Shares with respect to Options under this Plan, or record any
person as a holder of record of such Shares, without obtaining, to the complete
satisfaction of the Committee, the approval of all regulatory bodies deemed
necessary by the Committee, and without complying to the Board's or Committee's
complete satisfaction, with all rules and regulations, under federal, state or
local law deemed applicable by the Committee.