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EXHIBIT 10.12(b)
Advanced Medical Optics,
Inc.
NONQUALIFIED STOCK OPTION
GRANT
TERMS AND
CONDITIONS
As of April
2007
1. Definitions
. Capitalized terms used in this Grant but not otherwise defined
shall have the same meanings as in the 2004 Stock Incentive Plan,
as amended (the “Plan”).
2. The Option .
You may, at your discretion and on the terms and conditions set
forth herein, purchase all or any part of an aggregate of the
shares of Common Stock at the price per share set forth in the
Grant Summary (the “Summary”).
3. Terms of
Exercise .
(a) Subject to the provisions
of Sections 4, 5, 6, and 7 below, as applicable, the Option shall
vest and be exercisable at the option exercise price per share (the
“Option Price” or “Exercise Price”) and as
to the specified number of shares (the “Vesting
Amount”) on and after the dates set forth under Vesting
Schedule and on or before the “Expiration Date” as set
forth in the Summary. You have no right to exercise the Option with
respect to any installment until such installment vests as provided
in the Summary. The Option granted hereunder shall expire and be no
longer exercisable as provided in the Plan and this
Grant.
(b) The Option may be
exercised as to all or any portion of the “Options
Granted” covered by an installment of the Option that has
vested and that has not yet expired and become unexercisable as
provided in the Plan or this Grant (“Vested
Installment”). Vested Installments may be exercised, in whole
or in part, by giving notice of exercise to AMO’s stock plan
administrator, which notice shall specify the number of Options
Granted to be purchased and shall be accompanied by payment in full
of the purchase price in cash or: (i) in whole or in part,
through the delivery of shares of Common Stock duly endorsed for
transfer to AMO with a Fair Market Value on the date of delivery
equal to the aggregate exercise price of the Option or exercised
portion thereof; provided, however, that if such shares of
Common Stock were issued to you directly from AMO, such shares must
have been owned by you for at least six months; or
(ii) through a combination of cash and the consideration
provided in the foregoing subparagraph (i). Payment of cash may be
by personal check, cashier’s check or money market draft on
your own account payable to the order of AMO or such other means as
the Committee (or with respect to an Option granted to an
Independent Director, the Board) shall determine. An exercise is
effective only upon receipt of both the written notice and the
payment in full of the purchase price.
4. Change in
Control . Notwithstanding anything to the contrary in this
Grant, in the event of a Change in Control the Option shall, as of
the date of such Change in Control, immediately become vested and
exercisable with respect to the full number of Options
Granted.
5. Termination of
Employment . This Section 5 shall apply
solely to Options granted to Employees.
(a) Except as otherwise
provided in a written agreement between you and the Company, in the
event of termination of your employment with the Company for Cause,
the Option shall become unexercisable as of the date of such
termination and you shall thereafter have no further rights to
purchase any of the Optioned Shares.
(b) Except as otherwise
provided in a written agreement between you and the Company, in the
event of your termination of employment with the Company and its
subsidiaries for:
(i) Any reason other than for
Cause, death, Total Disability, Normal Retirement, or Job
Elimination, the Options shall become unexercisable as of the
earlier of (A) the date the Vested Installments expire in
accordance with the provisions of Section 3(a) above or
(B) three calendar months after the date of
termination.
(ii) Death or Total
Disability, the Option shall vest in its entirety as of your last
date of employment and shall expire and become unexercisable one
calendar year after the date of your termination.
(iii) Normal Retirement, the
Option shall expire and become unexercisable as of the earlier of
(A) the date the Vested Installments expire in accordance with
the provisions at Section 3(a) above or (B) three
calendar years after the date of termination.
(iv) Job Elimination, the
Option shall vest in its entirety as of your last date of
employment and shall expire and become une
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