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EXHIBIT 10.12(c)
Advanced Medical Optics,
Inc.
EMPLOYEE RESTRICTED UNIT
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 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 . AMO 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 AMO in writing.
(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 date of termination of employment. Any remaining
unvested RSUs shall expire.
(f) In the event of a Change
in Control, your RSUs shall become fully vested and payable as of
the date of such C
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