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EXHIBIT
10.12(e)
ADVANCED MEDICAL OPTICS,
INC.
2004 STOCK INCENTIVE
PLAN
FORM OF PERFORMANCE AWARD
AGREEMENT
This Performance Award
Agreement (the “Agreement”) is between Advanced Medical
Optics, Inc., a Delaware Company (“AMO”), and you, as
an Employee (as defined by the Plan), effective as of the date of
grant (the “Grant Date”) set forth in the attached
Performance Award Certificate.
WHEREAS, AMO, pursuant to the
2004 Stock Incentive Plan (the “Plan”), wishes to grant
to you the opportunity and right to receive shares of common stock,
shares of restricted stock, or restricted stock units (the
“Award”), subject to the terms and conditions contained
in this Agreement and in the attached Performance Award
Certificate, which is made a part of this Agreement. Any
capitalized words used herein that are not otherwise defined shall
have the meaning ascribed to those terms in the Plan.
NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and you hereby agree as
follows:
1. Performance Award .
AMO hereby grants to you, effective as of the Grant Date, a
performance award (the “Performance Award”)
representing the right to receive the Award, as set forth in the
attached Performance Award Certificate and subject to the terms and
conditions set forth in this Agreement, the Performance Award
Certificate and the Plan. The Performance Award, to the extent it
becomes payable, shall be paid in the form set forth in the
Performance Award Certificate. You will not be required to pay any
purchase price for the Performance Award.
2. Performance Period and
Performance Goals . The performance period for purposes of
determining whether the Performance Award will be paid shall be set
forth in the Performance Award Certificate (the “Performance
Period”). The performance goals for purposes of determining
whether, and the extent to which, the Performance Award will be
paid are set forth in Exhibit 1 to this Agreement, which
Exhibit is made a part of this Agreement.
3. Payment . Subject
to the provisions of Sections 4 and 5 of this Agreement, the
Performance Award shall be paid as soon as practicable after the
Committee determines, in its discretion after the end of the
Performance Period, whether and to what extent the performance
goals have been achieved in accordance with the terms set forth in
Exhibit 1 to this Agreement. After the Performance Award becomes
payable pursuant to Section 3, 4 or 5 hereof, and following
payment of any applicable withholding taxes pursuant to
Section 7 hereof, the Company shall promptly cause the Award
to be issued to you or your legal representatives, beneficiaries or
heirs, as the case may be.
4. Forfeiture . Except
as otherwise provided in a written agreement between you and the
Company or as provided in Section 5 of this Agreement, in the
event of termination of your employment with the Company during the
Performance Period, the Performance Award and your right to receive
any Award shall be immediately and irrevocably
forfeited.
5. Change in Control.
Notwithstanding the provisions of Section 3 of this Agreement,
in the event of a Change in Control during the Performance Period,
you may be entitled to receive a payment of the Performance Award
as set forth in Exhibit 1 to this Agreement. Such
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