EYE » Topics » COMPENSATION PACKAGE

This excerpt taken from the EYE 10-Q filed Nov 8, 2007.

COMPENSATION PACKAGE

AMO offers a competitive compensation package with opportunities for you to share in the success you help to create. The package includes competitive annual base pay, eligibility to participate in AMO’s current incentive pay programs (both annual and long term, employee welfare benefit and retirement plans, including an incentive pay program, and the employee stock purchase program.

Base Salary. The annual rate of base salary for this position is $375,000.00, earned and payable bi-weekly. Salary and performance reviews are conducted annually in February. The Board of Directors will consider an increase to your base salary to $400,000. in February 2008.

Sign On Bonus. As a provision of this offer of employment, AMO will provide you with a one-time employment bonus of $187,500. (less required withholding). This bonus will be paid along with the payments of the 2007 AMO Management Bonus Plan in February 2008 and is in lieu of your participation in the plan for 2007.

Management Bonus Plan. You will be eligible to participate in the 2008 AMO Management Bonus Plan with payment in Q1 2009. At your level, your target bonus is 50% of your annualized base salary as of December 31 of the plan year. This actual bonus earned will be based on AMO’s achievement against certain financial goals as well as accomplishment of your personal objectives (MBO’s) each year. We update plan parameters and bonus targets each year.

AMO Incentive Compensation Plan. As an employee of AMO, you will also be eligible to participate in the Advanced Medical Optics, Inc. 2005 Incentive Compensation Plan (ICP) based on the level of your position. The ICP currently provides an opportunity to be awarded an annual grant of Non Qualified Stock Options (NQSOs) and Restricted Stock Units (RSUs). The NQSOs will vest at 25% per year over a four-year period, and RSUs have a cliff vesting of 100% after 3 years. Award guidelines are reviewed and adjusted on a yearly basis and individual grant amounts are not determined until shortly before the full round grant date. The next annual grant is expected in May 2008.

Special One-Time Stock Grant. AMO will provide you a one time special grant of 50,000 NQSOs and 5,000 RSUs. The NQSO’s will vest at 25% per year over a four-year period and the RSUs will vest 100% after three years.

Performance Share Plan. You will be eligible to participate in the Performance Share Plan offered to our executive leadership team under our 2005 ICP. This program consists of a grant of performance


vested restricted stock units, based upon 3 years of forward-looking performance of AMO’s Total Shareholder Return (TSR) as compared to the TSR performance for an identified peer group. Awards under this program are vested as AMO’s performance exceeds the 50th percentile of an identified peer group TSR performance (if that return is positive), and the maximum award is vested at 75th percentile performance. The award amount is determined by the Board of Directors on an annual basis. The next grant is anticipated in February 2008, and all awards are at the discretion of the Board of Directors.

Change in Control. You are eligible to receive a standard AMO Change in Control Agreement providing two times your annual base salary and bonus compensation in the event of your termination is in connection with a change in control.

Executive Severance Agreement. In the event that you are terminated for anything other than “cause” you will receive a severance payment equal to twelve months of base pay, a prorated management bonus (determined as if all corporate targets were achieved and prorated for completed months of employment in the plan year, divided by 12) and twelve months of health care benefit continuation. For this purpose, “cause” shall be limited to only three types of events:

(1) Willful refusal to comply with a lawful, written instruction by the CEO or Board of Directors so long as the instruction is consistent with the scope and responsibilities of your position prior to termination;

(2) Dishonesty which results in a material financial loss to the Company (or to any of its affiliated companies) or material injury to its public reputation (or to the public reputation of any of its affiliated companies); or

(3) Conviction of any felony involving an act of moral turpitude

This excerpt taken from the EYE 10-Q filed Nov 7, 2007.

COMPENSATION PACKAGE

AMO offers a competitive compensation package with opportunities for you to share in the success you help to create. The package includes competitive annual base pay, eligibility to participate in AMO’s current incentive pay programs (both annual and long term, employee welfare benefit and retirement plans, including an incentive pay program, and the employee stock purchase program.

Base Salary. The annual rate of base salary for this position is $375,000.00, earned and payable bi-weekly. Salary and performance reviews are conducted annually in February. The Board of Directors will consider an increase to your base salary to $400,000. in February 2008.

Sign On Bonus. As a provision of this offer of employment, AMO will provide you with a one-time employment bonus of $187,500. (less required withholding). This bonus will be paid along with the payments of the 2007 AMO Management Bonus Plan in February 2008 and is in lieu of your participation in the plan for 2007.

Management Bonus Plan. You will be eligible to participate in the 2008 AMO Management Bonus Plan with payment in Q1 2009. At your level, your target bonus is 50% of your annualized base salary as of December 31 of the plan year. This actual bonus earned will be based on AMO’s achievement against certain financial goals as well as accomplishment of your personal objectives (MBO’s) each year. We update plan parameters and bonus targets each year.

AMO Incentive Compensation Plan. As an employee of AMO, you will also be eligible to participate in the Advanced Medical Optics, Inc. 2005 Incentive Compensation Plan (ICP) based on the level of your position. The ICP currently provides an opportunity to be awarded an annual grant of Non Qualified Stock Options (NQSOs) and Restricted Stock Units (RSUs). The NQSOs will vest at 25% per year over a four-year period, and RSUs have a cliff vesting of 100% after 3 years. Award guidelines are reviewed and adjusted on a yearly basis and individual grant amounts are not determined until shortly before the full round grant date. The next annual grant is expected in May 2008.

Special One-Time Stock Grant. AMO will provide you a one time special grant of 50,000 NQSOs and 5,000 RSUs. The NQSO’s will vest at 25% per year over a four-year period and the RSUs will vest 100% after three years.

Performance Share Plan. You will be eligible to participate in the Performance Share Plan offered to our executive leadership team under our 2005 ICP. This program consists of a grant of performance


vested restricted stock units, based upon 3 years of forward-looking performance of AMO’s Total Shareholder Return (TSR) as compared to the TSR performance for an identified peer group. Awards under this program are vested as AMO’s performance exceeds the 50th percentile of an identified peer group TSR performance (if that return is positive), and the maximum award is vested at 75th percentile performance. The award amount is determined by the Board of Directors on an annual basis. The next grant is anticipated in February 2008, and all awards are at the discretion of the Board of Directors.

Change in Control. You are eligible to receive a standard AMO Change in Control Agreement providing two times your annual base salary and bonus compensation in the event of your termination is in connection with a change in control.

Executive Severance Agreement. In the event that you are terminated for anything other than “cause” you will receive a severance payment equal to twelve months of base pay, a prorated management bonus (determined as if all corporate targets were achieved and prorated for completed months of employment in the plan year, divided by 12) and twelve months of health care benefit continuation. For this purpose, “cause” shall be limited to only three types of events:

(1) Willful refusal to comply with a lawful, written instruction by the CEO or Board of Directors so long as the instruction is consistent with the scope and responsibilities of your position prior to termination;

(2) Dishonesty which results in a material financial loss to the Company (or to any of its affiliated companies) or material injury to its public reputation (or to the public reputation of any of its affiliated companies); or

(3) Conviction of any felony involving an act of moral turpitude

EXCERPTS ON THIS PAGE:

10-Q
Nov 8, 2007
10-Q
Nov 7, 2007

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