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This excerpt taken from the EYE 10-K filed Feb 24, 2009. DEFINITIONS As used herein, the following definitions shall apply unless context clearly indicates to the contrary. 2.1 AMO 401(k) Plan. AMO 401(k) Plan means the Advanced Medical Optics 401(k) Plan, as amended from time to time. 2.2 Annual Deferral. Annual Deferral means the amount of Base Salary and/or Bonuses which the Participant elects to defer for each Plan Year pursuant to Section 4.1 of the Plan. 2.3 Base Salary. Base Salary means the Participants annual basic rate of pay from the Company (excluding Bonuses, commissions, and other non-regular forms of compensation) before reductions for deferrals under this Plan, the AMO 401(k) Plan, or a cafeteria plan under Code Section 125. 2.4 Beneficiary. Beneficiary means the person or persons or entity designated as such in accordance with Section 15.1. 2.5 Board; Board of Directors. Board and Board of Directors each mean the Board of Directors of AMO. The Organization, Compensation and Corporate Governance Committee of the Board, or any successor thereto, shall exercise any and all rights, duties and obligations that are retained by or assigned to the Board under the Plan. 2.6 Bonuses. Bonuses means non-salary amounts earned by the Participant that are designated as bonuses or commissions. Bonuses shall relate to Plan Year for which the services were performed even though they may be paid in the subsequent Plan Year in accordance with Company policy or practice. 2.7 Code. Code means the Internal Revenue Code of 1986, as amended. 2.8 Committee. Committee means the committee authorized to administer this Plan as set forth in Section 12.1. 2.9 Company. Company means Advanced Medical Optics, Inc., a Delaware corporation, and each Affiliated Company (as defined in the AMO 401(k) Plan) designated by the Board of Directors. 2.10 Credited Service. Credited Service means the amount of service of a Participant determined by the Committee based on the human resources records maintained by the Company. In the case of an Eligible Employee who was employed by the Company at any time prior to the Effective Date, his or her Credited Service as determined under the Predecessor Plan shall be added to such Eligible Employees Credited Service under this Plan. 2.11 Death Benefit. Death Benefit means a distribution described in Article VIII.
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2.12 Deferral Accounts. Deferral Accounts means the separate accounts maintained solely for record keeping purposes on behalf of each Participant to which a Participants Annual Deferrals, Restoration Credits, and Discretionary Credits for a Plan Year are credited pursuant to Section 5.1 and to which earnings are credited at the Fund Rate pursuant to Section 5.2. 2.13 Deferral Election. Deferral Election means an election made by the Participant to defer Base Salary or Bonuses pursuant to Section 4.1. 2.14 Disability. Disability means any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months and as a result the Participant is unable to perform the duties of his or her position or any substantially similar position. 2.15 Effective Date. Effective Date means January 1, 2005 for this amended and restated Plan. 2.16 Eligible Employee. Eligible Employee means: (a) Any employee of the Company who is a United States-based payroll employee, a Puerto Rico-based payroll employee, or any expatriate employee of the Company who is a United States citizen or permanent resident and who is either exempt grade 8E and above (Eligible by Grade) or is employed in another executive or management position as approved by the Committee (Eligible by Designation); or (b) For Plan Years beginning on or after January 1, 2008, any employee of the Company who is a United States-based payroll employee or a Puerto Rico-based payroll employee employed in a sales position, who is classified below grade 8E, whose annual compensation exceeds the limit in Code Section 401(a)(17), and who is not an Eligible Employee under subsection (a) above (Eligible Salesperson); provided, that in each case (i) he or she is not classified or paid as an independent contractor (regardless of his or her classification for federal tax or other legal purposes) by the Company and (ii) he or she does not perform services for the Company pursuant to an agreement between the Company and any other person including a leasing organization. 2.17 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended. 2.18 Enrollment Forms. Enrollment Forms means, collectively, the form or forms prescribed by the Committee for enrollment in the Plan including (i) a Deferral Election Form pursuant to which a Participant agrees to defer Base Salary and/or Bonuses for a Plan Year, (ii) a Distribution Election Form pursuant to which a Participant elects or changes the form and time of benefit payment for amounts related to each Plan Year, and (iii) an Investment Election Form pursuant to which a Participant allocates his or her Annual Deferrals or transfers amounts in his or her Deferral Accounts among the Fund Media. 2.19 Financial Hardship Withdrawal. Financial Hardship Withdrawal means a withdrawal requested by the Participant that is payable in accordance with Article X.
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2.20 Fund Rate, Fund Rate means, with respect to any portion of a Deferral Account for which the Fund Rate is applicable, the rate of return based on the income, gains, losses and expenses of the insurance funds or other investment vehicles (collectively called Fund Media) selected by the Participant in accordance with Section 5.4. 2.21 Open Enrollment Period. Open Enrollment Period means the enrollment period during which an Eligible Employee may enroll in the Plan for a Plan Year or the remainder of the Plan Year. Open Enrollment Periods shall be established as determined by the Company subject to any limitations or requirements set forth under the terms of the Plan. 2.22 Participant. Participant means any Eligible Employee who enrolls or commences participation in the Plan as provided under Article III. 2.23 Plan. Plan means this Advanced Medical Optics, Inc. 2005 Executive Deferred Compensation Plan as it may be amended from time to time. 2.24 Plan Entry Date. Plan Entry Date means, in the case of an Eligible Employee other than an Eligible Salesperson, the first day of the calendar quarter immediately following the day an employee first satisfies the requirements of Section 2.16(a). 2.25 Plan Year. Plan Year means the calendar year. 2.26 Predecessor Plan. Predecessor Plan means the Advanced Medical Optics, Inc. Executive Deferred Compensation Plan originally effective as of the date Allergan, Inc., a Delaware corporation (Allergan) distributed the shares of common stock, par value $0.01 per share, of AMO to the stockholders of Allergan. 2.27 Retirement Benefit. Retirement Benefit means a distribution described in Article VI. 2.28 Retirement Date. Retirement Date means the later of the Participants fifty-fifth (55th) birthday or completion of five (5) years of Credited Service. 2.29 Scheduled In-Service Withdrawal. Scheduled In-Service Withdrawal means a withdrawal elected by the Participant pursuant to Article IX that is payable or commences prior to Termination of Employment. 2.30 Specified Employee. Specified Employee means any Participant who on Termination of Employment is an exempt Grade 10E or above. 2.31 Termination Benefit. Termination Benefit means a distribution described in Article VII. 2.32 Termination of Employment. Termination of Employment means the termination of a Participants employment with the Company for any reason whatsoever, whether voluntary or involuntary.
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This excerpt taken from the EYE 10-K filed Mar 2, 2005. DEFINITIONS
As used herein, the following definitions shall apply unless context clearly indicates to the contrary.
2.1 AMO 401(k) Plan. AMO 401(k) Plan means the Advanced Medical Optics 401(k) Plan, as amended from time to time.
2.2 Annual Deferral. Annual Deferral means the amount of Base Salary and/or Bonuses which the Participant elects to defer in each Deferral Period pursuant to Section 4.1 of the Plan.
2.3 Base Salary. Base Salary means the Participants annual basic rate of pay from the Company (excluding Bonuses, commissions, and other non-regular forms of compensation) before reductions for deferrals under this Plan, the AMO 401(k) Plan, or cafeteria plan under Section 125 of the Code.
2.4 Beneficiary. Beneficiary means the person or persons or entity designated as such in accordance with Article XVI of the Plan.
2.5 Board; Board of Directors. Board and Board of Directors each mean the Board of Directors of AMO. The Organization, Compensation and Corporate Governance Committee of the Board, or any successor thereto, shall exercise any and all rights, duties and obligations that are retained by or assigned to the Board under the Plan.
2.6 Bonuses. Bonuses means non-salary amounts earned by the Participant that are designated as bonuses or commissions. Bonuses shall be treated as earned in the Deferral Period designated by the Committee even though they may be paid in the subsequent Deferral Period in accordance with Company policy or practice.
2.7 Code. Code means the Internal Revenue Code of 1986, as amended.
2.8 Committee. Committee means the committee authorized to administer this Plan as set forth in Section 13.1 hereof.
2.9 Company. Company means Advanced Medical Optics, Inc., a Delaware corporation, and each Affiliated Company (as defined in the AMO 401(k) Plan) designated by the Board of Directors.
2.10 Credited Service. Credited Service means the amount of service of a Participant determined by the Committee based on the human resources records maintained by the Company. In the case of any Eligible Employee who was employed by the Company at any time prior to the Effective Date, for a period prior to the Effective Date, such Eligible Employee shall be credited with Credited Service under the Plan equal to the period (if any) of Credited Service (as defined in the Predecessor Plan) credited to such Eligible Employee under the Predecessor Plan.
2.11 Deferral Account. Deferral Account means the account maintained solely for record keeping purposes on behalf of each Participant to which amounts are credited pursuant to Section 5.1 of the Plan and earnings are credited at the Fund Rate pursuant to Section 5.2.
2.12 Deferral Election. Deferral Election means an election made by the Participant to defer Base Salary or Bonuses pursuant to Section 4.1 of the Plan.
2.13 Deferral Election Form. Deferral Election Form means the forms prescribed by the Committee pursuant to which a Participant agrees to defer Base Salary or Bonuses for a Deferral Period and elects the form and time at which benefits will be paid.
2.14 Deferral Period. Deferral Period means the Plan Year.
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2.15 Disability. Disability means any medically determinable physical or mental impairment that constitutes a disability that qualifies for payment under the Companys Long-Term Disability Plan.
2.16 Effective Date. Effective Date means January 1, 2005.
2.17 Eligible Employee. Eligible Employee means an employee of the Company who is a U.S. or Puerto Rico local or a U.S.based or Puerto Ricobased expatriate that is either exempt grade 8E and above or is employed in another executive or management position as approved by the Committee. An employee shall be treated as an Eligible Employee only upon selection and notification in writing of such status by the Committee and only if (i) he or she is not classified or paid as an independent contractor (regardless of his or her classification for federal tax or other legal purposes) by the Company and (ii) he or she does not perform services for the Company pursuant to an agreement between the Company and any other person including a leasing organization. An employee shall cease to be an Eligible Employee if he or she is reclassified below exempt grade 8E or as an independent contractor or a leased employee by the Company, except that, upon reclassification below exempt grade 8E, any Deferral Election which has been made (and deferrals having commenced) may be completed.
2.18 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended.
2.19 Financial Hardship. Financial Hardship means a severe need for cash (which cannot be relieved through reimbursements or compensation by insurance or otherwise, or by liquidation of the Participants assets (to the extent such liquidation would not itself cause a severe financial hardship)) resulting from (i) an illness or accident of the Participant, the Participants spouse, or a dependent (as defined in Section 152(a) of the Code); (ii) loss of the Participants property due to casualty; (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; or (iv) any other situation deemed a severe financial hardship by the Secretary of Treasury through the publication of revenue rulings, notices, and other documents of general applicability.
2.20 Fund Rate, Fund Rate means, with respect to any portion of a Deferral Account for which the Fund Rate is applicable, the rate of return based on the income, gains, losses and expenses of the insurance funds or other investment vehicles (collectively called Fund Media) selected by the Participant in accordance with Section 5.4.
2.21 In-Service Distribution. In-Service Distribution means a distribution elected by the Participant pursuant to Article X of the Plan.
2.22 Investment Election Form. Investment Election Form means the form prescribed by the Committee pursuant to which a Participant allocates his or her Annual Deferrals or Deferral Account among the Fund Media.
2.23 Key Employee. Key Employee means any employee of the Company who is a key employee as defined in Section 416(i) of the Code (generally, any officer having annual
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compensation greater than $130,000 (adjusted for inflation and limited to 50 employees), five percent owner, and one percent owner having annual compensation from the Company greater than $150,000). The term Key Employee shall not include any beneficiary of a Key Employee.
2.24 Open Enrollment Period. Open Enrollment Period means (i) the enrollment period, established by the Company, preceding each Plan Year during which an Eligible Employee may complete a Deferral Election Form and Investment Election Form for the next Plan Year, or (ii) the 30-day period (or such other shorter period as may be established by the Committee) following the date an employee of the Company becomes an Eligible Employee after the beginning of a Plan Year, e.g., newly hired or newly promoted to Eligible Employee status, during which the Eligible Employee may complete a Deferral Election Form and Investment Election Form for the remainder of the Plan Year.
2.25 Participant. Participant means any Eligible Employee who commences participation in this Plan as provided under Section 3.1 hereof.
2.26 Participation Agreement. Participation Agreement means the form prescribed by the Committee that an Eligible Employee must complete and submit in order to participate in the Plan.
2.27 Plan. Plan means this Advanced Medical Optics, Inc. 2005 Executive Deferred Compensation Plan effective as of the Effective Date hereof and as it may be amended from time to time.
2.28 Plan Year. Plan Year means the calendar year.
2.29 Predecessor Plan. Predecessor Plan means the Advanced Medical Optics, Inc. Executive Deferred Compensation Plan originally effective as of the date Allergan, Inc., a Delaware corporation (Allergan) distributed the shares of common stock, par value $0.01 per share, of AMO to the stockholders of Allergan.
2.30 Retirement Date. Retirement Date means the earlier of (i) the later of the Participants fifty-fifth (55th) birthday or completion of at least five (5) years of Credited Service; or (ii) the later of the last day of the calendar month in which the Participants sixty-fifth (65th) birthday occurs or completion of at least one (1) year of Credited Service.
2.31 Termination; Termination of Employment. Termination or Termination of Employment means the termination of a Participants employment with the Company for any reason whatsoever, whether voluntary or involuntary.
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