EXHIBIT 10.2
FORM OF
AMENDMENT TO EMPLOYMENT
AGREEMENT
The Employment Agreement dated
,
, that was entered into by and between
(“Executive”), and Advanced Medical Optics, Inc., a
Delaware corporation (the “Company”), is hereby amended
effective as of the date signed below. This Amendment shall be
appended to and become a part of the Agreement.
The parties agree that the Agreement
is hereby amended as follows:
1. Effective January 1, 2009,
new Section 6.10 shall be added as follows:
6.10 Alternative Payment Date for
Tax Compliance. Notwithstanding any contrary provision of this
Agreement, if and to the extent any portion of any payment
compensation or other benefit provided Executive in connection with
his or her employment termination is determined to constitute
“nonqualified deferred compensation” within the meaning
of Section 409A and he or she is a specified employee as
defined in Internal Revenue Code Section 409A(a)(2)(B)(i), as
determined by the Company (or a successor) in accordance with its
procedures, by which determination Executive hereby agrees that he
or she is bound, such portion of the payment, compensation or other
benefit shall not be paid before the day that is six
(6) months plus one (1) day after his or her separation
from service as determined under Section 409A (the “New
Payment Date”). The aggregate of any payments that otherwise
would have been paid to him or her during the period between the
separation from service and the New Payment Date shall be paid to
him or her in a lump sum on such New Payment Date. Thereafter, any
payments that remain outstanding as of the day immediately
following the New Payment Date shall be paid without delay over the
time period originally scheduled, in accordance with the terms of
this Agreement. In any event, the Company makes no representations
or warranty and shall have no liability to Executive or any other
person if any provisions of or payments under this Agreement are
determined to constitute deferred compensation subject to
Section 409A but not to satisfy the conditions of that
section.
2. Effective July 1, 2009, if
the Executive is determined to be a “covered employee”
under Internal Revenue Code Section 162(m) for the applicable
period, Section 6.4 shall be amended to read as follows. If
the Executive is not deemed a “covered employee,” the
original provisions of Section 6.4 shall continue to
apply.
6.4 Discharge Without Cause .
In the event the Executive’s employment hereunder is
terminated due to a Discharge Without Cause, the Company shall pay
or provide to Executive: (i) the Severance Paym
