Advanced Medical Optics (EYE)

Change in Control Arrangements

Termination in Connection with a Change in Control. The employment agreements for each of the foregoing executive officers contain change in control provisions. The Company also has separate change in control agreements with the following six executive officers who do not have employment agreements: Ms. Sheree L. Aronson, the Company’s Corporate Vice President, Corporate Communications, Investor Relations and Market Research, Dr. Leonard R. Borrmann, the Company’s Executive Vice President, Research and Development, Mr. Richard J. DeRisio, the Company’s Corporate Vice President, Global Public Policy and Regulatory Affairs, Mr. Robert F. Gallagher, the Company’s Senior Vice President, Chief Accounting Officer and Controller, Mr. Michael J. Lambert, the Company’s Executive Vice President and Chief Financial Officer, and Mr. Alan Waterhouse, the Company’s Corporate Vice President, Global Operations. Except as noted, the change in control arrangements described below apply to each of the foregoing executive officers to the same extent. With respect to Mr. Mazzo, at the Effective Time, the change in control provisions described below would no longer apply and Mr. Mazzo would be entitled to receive the benefits provided under the Mazzo Agreement (see “Employment and Retention Agreement” above).

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Under the employment agreements with each of Messrs. Mazzo, Meier, Trenary and Post, Ms. Rady and Ms. Weisner, in the event the executive’s employment is terminated by the Company without cause or by the executive for good reason either 120 days prior to or within two years after a change in control event occurs, the employment agreements provide that the executive will receive a severance payment equal to three times “annual compensation” (using the same methods of calculation described above). The agreements also provide that all of the executive’s stock options, restricted stock awards, and incentive compensation awards that are outstanding at the time of such a termination will immediately become fully exercisable, payable, or free from restrictions, respectively. The applicable exercise period for any stock option or other award will continue for the length of the exercise period specified in the grant of the award as determined without regard to the executive’s termination of employment. The executive will also be permitted to (i) continue to participate (in the same way and at the same level) for three years following his termination in all of the Company’s employee benefit plans that were available to the executive before termination, including, but not limited to, group medical insurance, group dental insurance, group-term life insurance, disability insurance, automobile allowance, gasoline allowance, and a full allowance for club dues and tax and financial planning; and (ii) receive outplacement benefits of a type and duration generally provided to similarly situated executives.

In the cases of Messrs. DeRisio, Gallagher, Lambert and Waterhouse, Dr. Borrmann, and Ms. Aronson, if, subsequent to a change in control, the executive is terminated under a “qualifying termination” within two years after the date of such a change in control (or if the executive is terminated prior to and in anticipation of a change in control at the request of a third party), the change in control arrangements provide that the executive will receive a severance payment equal to two times “annual compensation.” For purposes of the change in control arrangements, “annual compensation” is generally defined in the same manner as set forth above under the employment agreements for the other executive officers. The change in control arrangements also provide that all of the executive’s stock options, restricted stock awards, and incentive compensation awards that are outstanding at the time of such termination will immediately become fully exercisable, payable, or free from restrictions, respectively. The applicable exercise period for any stock option or other award will continue for the length of the exercise period specified in the grant of the award as determined without regard to the executive’s termination of employment. The executive will also be permitted to continue to participate (in the same way and at the same level) for two years following his or her termination in all of the Company’s employee outplacement services programs and benefit plans that were available to the executive before the qualifying termination, including, but not limited to, group medical insurance, group dental insurance, group-term life insurance, disability insurance, automobile allowance, gasoline allowance, and other applicable perquisites. Messrs. DeRisio and Waterhouse must execute and not revoke a severance and general release agreement with the Company (or its successor) before receiving any of the above benefits upon a “qualifying termination” after a change in control.

In the cases of Messrs. DeRisio, Gallagher, Lambert and Waterhouse, Dr. Borrmann, and Ms. Aronson, a “qualifying termination” generally includes any termination other than (i) a termination for “cause,” (ii) a “voluntary termination,” or (iii) a termination as a result of death or disability. The change in control arrangements generally define “cause” to include: (i) willful and continued refusal to comply with a lawful, written instruction of the board of directors, so long as the instruction is consistent with the scope and responsibilities of the executive’s position prior to the change in control; (ii) dishonesty by the executive that results in a material financial loss to the Company or material injury to its public reputation; or (iii) conviction of any felony. A “voluntary termination” does not occur if, following a change in control, the executive’s overall compensation (in the cases of Messrs. DeRisio and Waterhouse, base compensation or target bonus compensation) is reduced or adversely modified in any material respect or the executive’s duties are materially changed and, subsequent to such reduction, modification, or change, the executive elects to terminate his or her employment with the Company. A “material change” in the executive’s duties includes any substantial diminution or adverse modification in the executive’s overall position, responsibilities, or reporting relationship, or, without the executive’s written consent, a transfer of job location to a site that is more than fifty miles away from the executive’s place of employment prior to the change in control. In the cases of Messrs. DeRisio and Waterhouse, in order to constitute a “qualifying termination,” the executive must provide notice to the Company of the applicable condition described above within ninety days of the initial existence of the condition, the Company must have failed to remedy the condition within thirty days of such notice, and the executive must make his resignation effective no later than thirty days after the end of the above thirty-day remedy period.

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A “change in control” is defined in all of the above change in control arrangements and, in general, includes any event in which: (i) any person becomes the beneficial owner of twenty percent of the voting power of the outstanding stock of the Company without the approval of the board of directors (or thirty-three percent of such outstanding stock with approval of the board of directors); (ii) there is a change in the majority of the board of directors, if not approved by the incumbent board of directors members; (iii) there is the consummation of a merger, consolidation, or reorganization involving the Company, other than a transaction that satisfies both of the following conditions: (x) the voting stock of the Company represents at least fifty-five percent of the combined voting power of the surviving entity; and (y) no person is or becomes the beneficial owner of more than twenty percent of the combined voting power of the outstanding stock of the Company; or (iv) the stockholders approve a plan of complete liquidation or agree to sell or dispose of all or substantially all of the Company’s assets.

Excise Tax Gross-Up Payments Upon Termination in Connection with a Change in Control. In the event that any payment or benefit an executive receives pursuant to a change in control arrangement is deemed to constitute an “excess parachute payment” under Section 280G of the Code, the executive is entitled to an excise tax gross-up payment to the full extent of his or her corresponding excise tax liability. In the cases of Messrs. DeRisio and Waterhouse, however, the executive is entitled to receive a “greatest amount” excise tax cut-back, under which the executive will receive, on an after-tax basis, the greater of (i) the full amount of the payment or benefits provided to the executive, after deducting all applicable taxes or (ii) a reduced amount of payments and benefits, such that no amount of the payment or benefits shall be deemed to constitute an “excess parachute payment” under Section 280G of the Code.

Change in Control
Arrangements

Termination in Connection with a Change in Control. The employment agreements for each of the foregoing
executive officers contain change in control provisions. The Company also has separate change in control agreements with the following six executive officers who do not have employment agreements: Ms. Sheree L. Aronson, the Company’s
Corporate Vice President, Corporate Communications, Investor Relations and Market Research, Dr. Leonard R. Borrmann, the Company’s Executive Vice President, Research and Development, Mr. Richard J. DeRisio, the Company’s
Corporate Vice President, Global Public Policy and Regulatory Affairs, Mr. Robert F. Gallagher, the Company’s Senior Vice President, Chief Accounting Officer and Controller, Mr. Michael J. Lambert, the Company’s Executive Vice
President and Chief Financial Officer, and Mr. Alan Waterhouse, the Company’s Corporate Vice President, Global Operations. Except as noted, the change in control arrangements described below apply to each of the foregoing executive
officers to the same extent. With respect to Mr. Mazzo, at the Effective Time, the change in control provisions described below would no longer apply and Mr. Mazzo would be entitled to receive the benefits provided under the Mazzo
Agreement (see “Employment and Retention Agreement” above).

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Under the employment agreements with each of Messrs. Mazzo, Meier, Trenary and Post, Ms. Rady
and Ms. Weisner, in the event the executive’s employment is terminated by the Company without cause or by the executive for good reason either 120 days prior to or within two years after a change in control event occurs, the
employment agreements provide that the executive will receive a severance payment equal to three times “annual compensation” (using the same methods of calculation described above). The agreements also provide that all of the
executive’s stock options, restricted stock awards, and incentive compensation awards that are outstanding at the time of such a termination will immediately become fully exercisable, payable, or free from restrictions, respectively. The
applicable exercise period for any stock option or other award will continue for the length of the exercise period specified in the grant of the award as determined without regard to the executive’s termination of employment. The executive will
also be permitted to (i) continue to participate (in the same way and at the same level) for three years following his termination in all of the Company’s employee benefit plans that were available to the executive before termination,
including, but not limited to, group medical insurance, group dental insurance, group-term life insurance, disability insurance, automobile allowance, gasoline allowance, and a full allowance for club dues and tax and financial planning; and
(ii) receive outplacement benefits of a type and duration generally provided to similarly situated executives.

In the cases of
Messrs. DeRisio, Gallagher, Lambert and Waterhouse, Dr. Borrmann, and Ms. Aronson, if, subsequent to a change in control, the executive is terminated under a “qualifying termination” within two years after the date of such a
change in control (or if the executive is terminated prior to and in anticipation of a change in control at the request of a third party), the change in control arrangements provide that the executive will receive a severance payment equal to two
times “annual compensation.” For purposes of the change in control arrangements, “annual compensation” is generally defined in the same manner as set forth above under the employment agreements for the other executive officers.
The change in control arrangements also provide that all of the executive’s stock options, restricted stock awards, and incentive compensation awards that are outstanding at the time of such termination will immediately become fully
exercisable, payable, or free from restrictions, respectively. The applicable exercise period for any stock option or other award will continue for the length of the exercise period specified in the grant of the award as determined without regard to
the executive’s termination of employment. The executive will also be permitted to continue to participate (in the same way and at the same level) for two years following his or her termination in all of the Company’s employee outplacement
services programs and benefit plans that were available to the executive before the qualifying termination, including, but not limited to, group medical insurance, group dental insurance, group-term life insurance, disability insurance, automobile
allowance, gasoline allowance, and other applicable perquisites. Messrs. DeRisio and Waterhouse must execute and not revoke a severance and general release agreement with the Company (or its successor) before receiving any of the above benefits
upon a “qualifying termination” after a change in control.

In the cases of Messrs. DeRisio, Gallagher, Lambert and
Waterhouse, Dr. Borrmann, and Ms. Aronson, a “qualifying termination” generally includes any termination other than (i) a termination for “cause,” (ii) a “voluntary termination,” or (iii) a
termination as a result of death or disability. The change in control arrangements generally define “cause” to include: (i) willful and continued refusal to comply with a lawful, written instruction of the board of directors, so long
as the instruction is consistent with the scope and responsibilities of the executive’s position prior to the change in control; (ii) dishonesty by the executive that results in a material financial loss to the Company or material injury
to its public reputation; or (iii) conviction of any felony. A “voluntary termination” does not occur if, following a change in control, the executive’s overall compensation (in the cases of Messrs. DeRisio and Waterhouse,
base compensation or target bonus compensation) is reduced or adversely modified in any material respect or the executive’s duties are materially changed and, subsequent to such reduction, modification, or change, the executive elects to
terminate his or her employment with the Company. A “material change” in the executive’s duties includes any substantial diminution or adverse modification in the executive’s overall position, responsibilities, or reporting
relationship, or, without the executive’s written consent, a transfer of job location to a site that is more than fifty miles away from the executive’s place of employment prior to the change in control. In the cases of
Messrs. DeRisio and Waterhouse, in order to constitute a “qualifying termination,” the executive must provide notice to the Company of the applicable condition described above within ninety days of the initial existence of the
condition, the Company must have failed to remedy the condition within thirty days of such notice, and the executive must make his resignation effective no later than thirty days after the end of the above thirty-day remedy period.

Change in Control
Arrangements

Termination in Connection with a Change in Control. The employment agreements for each of the foregoing
executive officers contain change in control provisions. The Company also has separate change in control agreements with the following six executive officers who do not have employment agreements: Ms. Sheree L. Aronson, the Company’s
Corporate Vice President, Corporate Communications, Investor Relations and Market Research, Dr. Leonard R. Borrmann, the Company’s Executive Vice President, Research and Development, Mr. Richard J. DeRisio, the Company’s
Corporate Vice President, Global Public Policy and Regulatory Affairs, Mr. Robert F. Gallagher, the Company’s Senior Vice President, Chief Accounting Officer and Controller, Mr. Michael J. Lambert, the Company’s Executive Vice
President and Chief Financial Officer, and Mr. Alan Waterhouse, the Company’s Corporate Vice President, Global Operations. Except as noted, the change in control arrangements described below apply to each of the foregoing executive
officers to the same extent. With respect to Mr. Mazzo, at the Effective Time, the change in control provisions described below would no longer apply and Mr. Mazzo would be entitled to receive the benefits provided under the Mazzo
Agreement (see “Employment and Retention Agreement” above).

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Table of Contents

Under the employment agreements with each of Messrs. Mazzo, Meier, Trenary and Post, Ms. Rady
and Ms. Weisner, in the event the executive’s employment is terminated by the Company without cause or by the executive for good reason either 120 days prior to or within two years after a change in control event occurs, the
employment agreements provide that the executive will receive a severance payment equal to three times “annual compensation” (using the same methods of calculation described above). The agreements also provide that all of the
executive’s stock options, restricted stock awards, and incentive compensation awards that are outstanding at the time of such a termination will immediately become fully exercisable, payable, or free from restrictions, respectively. The
applicable exercise period for any stock option or other award will continue for the length of the exercise period specified in the grant of the award as determined without regard to the executive’s termination of employment. The executive will
also be permitted to (i) continue to participate (in the same way and at the same level) for three years following his termination in all of the Company’s employee benefit plans that were available to the executive before termination,
including, but not limited to, group medical insurance, group dental insurance, group-term life insurance, disability insurance, automobile allowance, gasoline allowance, and a full allowance for club dues and tax and financial planning; and
(ii) receive outplacement benefits of a type and duration generally provided to similarly situated executives.

In the cases of
Messrs. DeRisio, Gallagher, Lambert and Waterhouse, Dr. Borrmann, and Ms. Aronson, if, subsequent to a change in control, the executive is terminated under a “qualifying termination” within two years after the date of such a
change in control (or if the executive is terminated prior to and in anticipation of a change in control at the request of a third party), the change in control arrangements provide that the executive will receive a severance payment equal to two
times “annual compensation.” For purposes of the change in control arrangements, “annual compensation” is generally defined in the same manner as set forth above under the employment agreements for the other executive officers.
The change in control arrangements also provide that all of the executive’s stock options, restricted stock awards, and incentive compensation awards that are outstanding at the time of such termination will immediately become fully
exercisable, payable, or free from restrictions, respectively. The applicable exercise period for any stock option or other award will continue for the length of the exercise period specified in the grant of the award as determined without regard to
the executive’s termination of employment. The executive will also be permitted to continue to participate (in the same way and at the same level) for two years following his or her termination in all of the Company’s employee outplacement
services programs and benefit plans that were available to the executive before the qualifying termination, including, but not limited to, group medical insurance, group dental insurance, group-term life insurance, disability insurance, automobile
allowance, gasoline allowance, and other applicable perquisites. Messrs. DeRisio and Waterhouse must execute and not revoke a severance and general release agreement with the Company (or its successor) before receiving any of the above benefits
upon a “qualifying termination” after a change in control.

In the cases of Messrs. DeRisio, Gallagher, Lambert and
Waterhouse, Dr. Borrmann, and Ms. Aronson, a “qualifying termination” generally includes any termination other than (i) a termination for “cause,” (ii) a “voluntary termination,” or (iii) a
termination as a result of death or disability. The change in control arrangements generally define “cause” to include: (i) willful and continued refusal to comply with a lawful, written instruction of the board of directors, so long
as the instruction is consistent with the scope and responsibilities of the executive’s position prior to the change in control; (ii) dishonesty by the executive that results in a material financial loss to the Company or material injury
to its public reputation; or (iii) conviction of any felony. A “voluntary termination” does not occur if, following a change in control, the executive’s overall compensation (in the cases of Messrs. DeRisio and Waterhouse,
base compensation or target bonus compensation) is reduced or adversely modified in any material respect or the executive’s duties are materially changed and, subsequent to such reduction, modification, or change, the executive elects to
terminate his or her employment with the Company. A “material change” in the executive’s duties includes any substantial diminution or adverse modification in the executive’s overall position, responsibilities, or reporting
relationship, or, without the executive’s written consent, a transfer of job location to a site that is more than fifty miles away from the executive’s place of employment prior to the change in control. In the cases of
Messrs. DeRisio and Waterhouse, in order to constitute a “qualifying termination,” the executive must provide notice to the Company of the applicable condition described above within ninety days of the initial existence of the
condition, the Company must have failed to remedy the condition within thirty days of such notice, and the executive must make his resignation effective no later than thirty days after the end of the above thirty-day remedy period.