Exhibit 10.4
Advanced Medical Optics,
Inc.
EMPLOYEE RESTRICTED STOCK
GRANT
TERMS AND
CONDITIONS
As of May
2005
Pursuant to the terms of the
Advanced Medical Optics, Inc. 2005 Incentive Compensation Plan (the
“Plan”), Advanced Medical Optics, Inc., a Delaware
corporation (the “Company”), hereby offers to grant to
you the number of shares of its Common Stock set forth in Section
2(a) below, on the terms and conditions and subject to the
restrictions set forth in the Plan and this Terms and Conditions of
Employee Restricted Stock Grant (the
“Agreement”).
To accept this offer, you should
click the “Acknowledge Grant” button on the Grant
Summary. This Agreement contains important information and you
should read it carefully before you click the Acknowledge Grant
button.
1. Definitions . Capitalized
terms used in this Agreement that are not otherwise defined herein
shall have the same meanings as in the Plan.
2. Basic Terms .
(a) The Stock . The Company
hereby offers to grant to you the number of shares of its Common
Stock set forth in the Grant Summary (the
“Stock”).
(b) Price . You are not
required to pay any purchase price for the Stock.
3. Restrictions on the Stock
. Any Stock received by you pursuant to this Agreement shall be
subject to the following restrictions:
(a) The shares of Stock may not be
sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of or encumbered until these restrictions lapse and are
removed, and any additional requirements or restrictions contained
in this Agreement or in the Plan have been satisfied, terminated or
expressly waived by the Company in writing.
Page 2
(b) The restrictions imposed under
Paragraph (a) above shall lapse and be removed (and all shares of
the Stock shall vest) in accordance with the vesting schedule set
forth in the Grant Summary .
(c) If your employment with the
Company is terminated for any reason other than Job Elimination,
death or Total Disability, all of your rights with respect to Stock
that is unvested shall immediately terminate and shall be returned
to the Company forthwith.
(d) If your employment with the
Company is terminated because of your death or Total Disability,
the restrictions imposed upon the Stock shall lapse and be removed
(and all shares of the Stock shall become fully vested) upon such
termination of employment.
(e) If your employment with the
Company is terminated due to Job Elimination, the restrictions
imposed upon the Stock will lapse and be removed as to a number of
shares (the “Vested Shares”) computed by multiplying
the total number of shares of Stock by a fraction, the numerator of
which is the number of full calendar months from the date of grant
until your last day as an employee and the denominator of which is
the number of months during which the restrictions would have been
in effect pursuant to this Agreement. With respect to all shares of
Stock other than the Vested Shares (the “Unvested
Shares”), all of your rights shall immediately terminate and
all Unvested Shares, if any, shall be returned to the Company
forthwith.
(f) In the event of a Change in
Control, the restrictions imposed under Paragraph (a) above upon
the Stock shall lapse and be removed (and all shares of the Stock
shall become fully vested) as of the date of such Change in
Control.
In order to enforce the foregoing restrictions,
the Board may (i) require that the certificates representing the
shares of Stock remain in the physical custody of the Company
o
