Exhibit 10.2
Advanced Medical Optics,
Inc.
NONQUALIFIED STOCK OPTION
GRANT
TERMS AND
CONDITIONS
As of May
2005
1. Definitions .
Capitalized terms used in this Grant but not otherwise defined
shall have the same meanings as in the Advanced Medical Optics,
Inc. 2005 Incentive Compensation 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 the
Company, 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
provisio
