Exhibit 10.3
Advanced Medical Optics,
Inc.
EMPLOYEE RESTRICTED UNIT
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 Restricted Stock Units 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 Unit 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) Restricted Stock Units .
The Company hereby offers to grant to you the number of Restricted
Stock Units set forth in the Grant Summary (the
“RSUs”).
(b) Price . You are not
required to pay any purchase price for the Restricted Stock
Units.
(c) Form of Payment . Except
as otherwise provided by the Plan, each RSU granted hereunder shall
represent the right to receive one share of Common Stock upon the
vesting of such RSU.
3. Restrictions on the RSUs .
Any RSUs received by you pursuant to this Agreement shall be
subject to the following restrictions:
(a) The RSUs 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.
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(b) The RSUs shall vest and become
payable 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 RSUs
that have not vested shall immediately terminate.
(d) If your employment with the
Company is terminated because of your death or Total Disability,
all of your RSUs shall be come fully vested and payable upon such
termination of employment.
(e) If your employment with the
Company is terminated due to Job Elimination, you shall become
vested in your RSUs in an amount equal to the difference between
(i) the number of RSUs awarded multiplied by a fraction, the
numerator of which is the number of full calendar months from the
date of grant until your last day of employment and the denominator
of which is the total number of months of the vesting schedule
pursuant to the original award and (ii) any RSUs that vested prior
to the dat
