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EXHIBIT
10.12(d)
Advanced Medical Optics,
Inc.
EMPLOYEE RESTRICTED STOCK
GRANT
TERMS AND
CONDITIONS
As of April
2007
Pursuant to the terms of the
2004 Stock Incentive Plan (the “Plan”), Advanced
Medical Optics, Inc., a Delaware corporation, 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 . AMO
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 AMO in writing.
(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 AMO 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 AMO
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
AMOor in book entry until any or all of such restrictions expire or
have been removed, and (ii) may cause a legend
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