Exhibit 10.5
[date]
[Name and address]
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Re:
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ADVANCED
MEDICAL OPTICS, INC. NONEMPLOYEE DIRECTOR
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RESTRICTED
STOCK AGREEMENT
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Dear
:
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 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 Agreement.
To accept this offer, you should
complete and sign the enclosed copy of this Agreement, and return
it to the Company. This Agreement contains important information
and you should read it carefully before you sign it.
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 . The Company
hereby offers to grant to you
shares of its Common Stock (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 the Company in writing.
(b) The restrictions imposed under
Paragraph (a) above shall lapse and be removed (and all shares of
the Stock shall vest) as of [Insert Vesting Schedule].
Page 2
(c) If your service as a director of
the Company is terminated for any reason other than death or Total
Disability, all of your rights to Stock not vested at the time of
termination shall immediately terminate and all unvested Stock, if
any, shall be returned to the Company forthwith.
(d) If you terminate your service as
a director of the Company because of 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 service.
(e) 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 the Company or in
book entry until any or all of such restrictions expire or have
been removed, and (ii) may cause a legend or legends to be placed
on the certificates which make appropriate reference to the
restrictions imposed under the Plan.
4. Voting and Other Rights .
Notwithstanding anything to the contrary in the foregoing, during
the period prior to the lapse and removal of the restrictions set
forth in Section 3 above, except as otherwise provided herein, you
shall have all of the rights of a stockholder with respect to all
of the Stock, including without limitation the right to vote such
Stock and the rights to receive all dividends or other
distributions with respect to such Stock. In connection with the
payment of such dividends or other distributions, you hereby
authorize the Company to deduct any taxes or other amounts required
by any governmental authority to be withheld and paid over to such
authority for your account.
5. Expiration of the Restricted
Term . Upon the lapse and removal of the restrictions
applicable to all or any portion of the Stock as provided in
Section 3 above the
