Exhibit
10.6
ADVANCED MEDICAL OPTICS,
INC.
2005 INCENTIVE COMPENSATION
PLAN
FORM OF PERFORMANCE AWARD
AGREEMENT
This Performance Award Agreement
(the “Agreement”) is between Advanced Medical Optics,
Inc., a Delaware Company (the “Company”), and you, as
an employee of the Company or one of its Affiliates, effective as
of the date of grant (the “Grant Date”) set forth in
the attached Performance Award Certificate.
WHEREAS, the Company, pursuant to
the Advanced Medical Optics 2005 Incentive Compensation Plan (the
“Plan”), wishes to grant to you the opportunity and
right to receive cash, 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 . The
Company 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
