ITEM 1.01.  Entry Into a Material Definitive Agreement

The Board of Directors of Advanced Medical Optics, Inc. approved the payment of $20,000 in compensation to the independent presiding director, Mr. James O. Rollans, effective as of February 23, 2009, in light of the amount of time devoted by Mr. Rollans to the duties of presiding director.

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ITEM 1.01.  Entry Into a Material Definitive Agreement

On February 18, 2009, Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), entered into a Third Amendment to Credit Agreement (the “Third Amendment”), by and among the Company, certain of the Company’s subsidiaries as guarantors, certain of the Revolving Credit Lenders party to the Credit Agreement, and Bank of America, N.A., as administrative agent on behalf of itself and the Lenders party to the Credit Agreement, which further amends the Credit Agreement, dated as of April 2, 2007 (as amended from time to time, the “Credit Agreement”), by and among the Company, the guarantors party thereto, the lenders from time to time party thereto, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P., as documentation agent, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.  The Third Amendment adjusts the maximum permitted Consolidated Total Leverage Ratio (as defined in the Credit Agreement) for the fiscal quarter ending March 27, 2009 from 5.00:1.00 to 5.75:1.00.  The Company sought this amendment as a precautionary measure to maximize its flexibility while the tender offer initiated by Abbott Laboratories for all of the Company’s common stock is pending.

ITEM 1.01.  Entry Into a Material Definitive Agreement.

On February 17, 2009, Parent, Purchaser and the Company entered into Amendment No. 1 to the Merger Agreement (“Amendment No. 1”), which amended certain time periods in relation to communications regarding an Acquisition Proposal (as defined in the Merger Agreement) and any Notice of Adverse Recommendation (as defined in the Merger Agreement), and modified the definition of Superior Proposal.  A copy of Amendment No. 1 is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 1.01 Entry Into a Material Definitive Agreement

On March 27, 2007, Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement (the “Purchase Agreement”) with the Guarantors (as defined below) and UBS Securities LLC, Goldman, Sachs & Co. and Banc of America Securities LLC (collectively, the “Initial Purchasers”) to issue and sell in a private placement, for resale under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), $250 million aggregate principal amount of unsecured 7 ¹/2% Senior Subordinated Notes Due 2017 (the “Notes”). The Notes are irrevocably, fully and unconditionally guaranteed on a senior subordinated basis (the “Guarantees”) by certain of the Company’s domestic subsidiaries (the “Guarantors”). The maturity date of the Notes is May 1, 2017.

On April 2, 2007, the Company issued and sold the Notes to the Initial Purchasers, and the following agreements were entered into in connection with the closing of such issuance and sale: (i) the Company and Wilmington Trust Company, as trustee (the “Trustee”), entered into an Indenture (the “Indenture”) governing the Notes; (ii) the Company executed the New Notes; (iii) the Guarantors executed the Guarantee of the Notes, and (iv) the Company, the Guarantors and the Initial Purchasers entered into a Registration Rights Agreement with respect to the Notes (the “Registration Rights Agreement”).

On April 2, 2007, the Company, the Guarantors, the Trustee and IntraLase Corp., a Delaware corporation (“IntraLase”), entered into a Supplemental Indenture (the “Supplemental Indenture”), whereby IntraLase unconditionally guarantees the Company’s obligations under the Notes and the Indenture.

The Notes have not been registered under the Securities Act. The Notes are subject to restrictions on transfer and may only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities Act.

Material terms and conditions of the Notes, the Guarantee and the Indenture are described in Item 2.03 of this Current Report on Form 8-K.

Pursuant to the Registration Rights Agreement, the Company and the Guarantors agreed to register with the Commission exchange notes (the “Exchange Notes”), having substantially identical terms as the Notes, as part of an offer to exchange freely tradable Exchange Notes for the Notes. The Company and the Guarantors agreed to consummate the exchange offer within 180 days after April 2, 2007. The Company and the Guarantors have also agreed, in specified circumstances, to file a shelf registration statement to cover resales of the Notes. The Company and the Guarantors may be required to pay liquidated damages if they fail to comply with the registration and exchange requirements set forth in the Registration Rights Agreement.

Concurrent with the closing of the Notes, the Company entered into a Credit Agreement, dated as of April 2, 2007 (the “Credit Agreement”), among the Company, the Guarantors, the lenders from time to time party thereto, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P., as documentation agent, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. The Credit Agreement replaces the Company’s previous second amended and restated credit facility that was entered into on June 25, 2004. The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $300 million which, unless terminated earlier, matures on April 2, 2013 and a term loan in an aggregate principal amount of $450 million which matures on April 2, 2014. In addition, the Company has the ability from time to time to increase the facilities by up to an additional $200 million in the aggregate.

Amounts outstanding under the Company’s new credit facilities will bear interest, at the Company’s option, at either the base rate, which is a rate per annum equal to the greater of (a) the federal funds rate plus one-half of one percent and (b) Bank of America’s prime rate, or the British Bankers Association LIBOR or eurocurrency rate, plus, in each case, an applicable margin of initially, 75 basis points, in respect of base rate loans and 175 basis points, in respect of eurocurrency loans. Such applicable margin being subject to adjustment based on a ratio of the Company’s consolidated total indebtedness to consolidated EBITDA, as defined in the Credit Agreement.

The Company pays as annual commitment fee that ranges from 0.375% to 0.50% of the unused portion of the revolving credit facility depending on the ratio of the Company’s consolidated total indebtedness to consolidated EBITDA, as defined in the Credit Agreement.

The Company’s new credit facilities are secured by substantially all of its assets, and the substantially all of the assets of the Guarantors.

The Credit Agreement includes, among other terms and conditions, limitations (subject to specified exclusions) on the ability of the Company and Guarantors to incur debt; create liens; engage in certain mergers, consolidations and acquisitions; sell or transfer assets; make restricted payments; make investments, loans, and advances; engage in transactions with affiliates; and enter into agreements which restrict the ability to grant liens.

The description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.4 and is incorporated herein by reference.

Item 1.01.         Entry into a Material Definitive Agreement

On February 9, 2007, Advanced Medical Optics, Inc. (“AMO”) entered into a Lease Agreement with TriNet Milpitas Associates, LLC for the premises located at 510 Cottonwood Drive, Milpitas, California.  The premises consist of a two-story building of approximately 180,086 square feet, driveway, and parking facilities.  The modified triple net lease term is scheduled to commence on July 1, 2007 and continue for ten years with two options to extend for an additional five years each.  Permitted uses include general office, research and development, manufacturing, assembly, warehousing and other legal uses related thereto.  Monthly basic rent increases each year for a total of $16,001,443.20 over the initial ten-year term.  In addition, AMO will pay its proportional share of operating costs, taxes and insurance costs.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Item 1.01.  Entry into a Material Definitive Agreement

On January 5, 2007, Advanced Medical Optics, Inc., a Delaware corporation (“AMO”), Ironman Merger Corporation (“Merger Sub”), a wholly owned subsidiary of AMO and a Delaware corporation, and IntraLase Corp., a Delaware corporation (“IntraLase”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), as announced in the attached joint press release dated January 8, 2007.  Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into IntraLase, with IntraLase continuing as the surviving corporation and becoming a wholly owned subsidiary of AMO (the “Merger”).  The Board of Directors of AMO has approved the Merger and the Merger Agreement.

In connection with the Merger, each share of IntraLase common stock that is outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be converted into the right to receive $25.00 in cash without interest (the “Merger Consideration”).  At the Effective Time, each outstanding option to purchase IntraLase common stock pursuant to the IntraLase stock plans, other than the 2004 Employee Plan (each, a “IntraLase Stock Option” or collectively “IntraLase Stock Options”), to the extent not already fully vested and exercisable, shall become fully vested and exercisable immediately prior to consummation of the Merger, and shall be converted into and shall become the right to receive, in full and complete satisfaction and cancellation thereof, a cash payment per IntraLase Stock Option, without interest, in an amount that shall be determined by multiplying (A) the excess, if any, of the Merger Consideration over the applicable per share exercise price of such IntraLase Stock Option, by (B) the number of shares of IntraLase common stock that are purchasable on exercise of such IntraLase Stock Option prior to the Effective Time but subsequent to any acceleration of vesting, less any mandatory tax withholdings (the “Option Payment”). At the Effective Time, all outstanding IntraLase Stock Options (including any IntraLase Stock Option for which no payment shall be due thereunder) shall be canceled and be of no further force or effect except for the right to receive the Option Payment.

At December 31, 2006, there were 28,888,487 shares of IntraLase common stock outstanding.

The Merger Agreement contains representations and warranties that the parties have made to each other as of specific dates. Except for the status as a contractual document that establishes and governs the legal relations among the parties described therein, the Merger Agreement is not intended to be a source of factual, business or operational information about any of the parties thereto. The representations and warranties contained in the Merger Agreement were made only for purposes of the agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed between those parties, including being qualified by disclosures between those parties. The representations and warranties in the Merger Agreement may have been made to allocate risks among the parties thereto, including where the parties do not have complete knowledge of all facts instead of establishing matters as facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The assertions embodied in such representations and warranties are qualified by information contained in disclosure schedules to the Merger Agreement that the parties exchanged in connection with the signing of the Merger Agreement. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure schedules. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in AMO’s or IntraLase’s public disclosures.

The completion of the Merger is subject to various customary conditions, including obtaining the approval of the IntraLase stockholders and expiration of the applicable waiting period under the Hart-Scott-Rodino Act.

On January 5, 2007, AMO entered into a commitment letter (the “Commitment Letter”) with UBS Loan Finance LLC (“UBS”), UBS Securities LLC (“UBSS”), Bank of America, N.A. (“BA”), Banc of America Securities LLC (“BAS”) and Goldman Sachs Credit Partners L. P (“GSCP”).  UBS, BA and GSCP (collectively, the “Initial Lenders”) commit to provide AMO, subject to the terms and conditions of the Commitment Letter, with (i) a senior secured term loan facility of $600 million and (ii) a senior secured revolving credit facility of $300 million.  Loans will bear interest at either (i) the higher of the Federal Funds rate, as published by the Federal Reserve Bank of New York, plus ½ of 1% and the prime commercial lending rate of BA or (ii) LIBOR, in each case,  plus a certain margin.

Item 1.01. Entry into a Material Definitive Agreement.

On July 7, 2006, Advanced Medical Optics, Inc. (“AMO”) entered into a settlement agreement, with an effective date of June 30, 2006, with Alcon, Inc., Alcon Laboratories, Inc., and Alcon Manufacturing Ltd. (collectively, “Alcon”) regarding all pending patent litigation between AMO and Alcon. The settlement requires Alcon to pay AMO a lump-sum payment of $121 million. The parties agreed to dismiss all pending patent litigation in Delaware and Texas, agreed not to sue each other regarding the patents at issue in those cases, and cross-licensed patents covering existing features of commercially available phacoemulsification products. As part of the settlement, the parties agreed to a dispute resolution process for future claims before litigation is commenced.

A copy of the press release making this announcement is furnished as Exhibit 99.1 and incorporated herein by reference. The press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 1.01. Entry into a Material Definitive Agreement.

On May 25, 2006, Advanced Medical Optics, Inc. (AMO) announced the appointment of James V. Mazzo, the Company’s President and Chief Executive Officer, as Chairman of the Board. AMO also announced the appointment of James O. Rollans, an independent director, as presiding director of AMO. A copy of the press release making this announcement is furnished as Exhibit 99.1 and incorporated herein by reference. The press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

In connection with Mr. Mazzo’s appointment as Chairman of the Board, in addition to his duties as President and Chief Executive Officer of AMO, the Organization, Compensation and Corporate Governance Committee of the Board of Directors of AMO on May 24, 2006 approved an increase in Mr. Mazzo’s annual salary to $715,000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit

No.

Item 1.01. Entry into a Material Definitive Agreement.

On February 8, 2006, the Organization, Compensation and Corporate Governance Committee of the Board of Directors (Committee) of Advanced Medical Optics, Inc. (Company) approved 2005 bonus payments to the named executive officers and certain other officers of the Company. These bonuses were awarded under the Company’s 2002 Bonus Plan, as amended (Bonus Plan). The 2005 bonus payments (which are payable in March 2006) approved by the Committee for our named executive officers are as follows: James V. Mazzo, President and Chief Executive Officer, $500,000; Richard A. Meier, Executive Vice President, Operations and Finance, and Chief Financial Officer, $240,000; Holger Heidrich, Ph.D., Corporate Vice President and President, Cataract / Implant Business, $156,000; C. Russell Trenary, III, Corporate Vice President and Chief Marketing Officer, $150,000; and Jane E. Rady, Corporate Vice President, Strategy and Technology, $115,000. The Committee also on February 8, 2006 approved 2006 salaries for the Company’s named executive officers, as follows: Mr. Mazzo, $650,000; Mr. Meier, $435,000; Dr. Heidrich, €342,500; Mr. Trenary, $345,000; and Ms. Rady, $315,000.

The Bonus Plan provides that management employees of the Company, including named executive officers, may receive cash incentive awards. Under the Bonus Plan, the Committee establishes corporate performance criteria for funding the bonus program. The Committee then reviews the means of allocating bonus funds among the business units. Individual bonus awards are then determined based on performance against personal objectives.

At its February 8, 2006 meeting, the Committee established adjusted operating income (with 75% weighting) and revenue (with 25% weighting) as the performance criteria for funding the Bonus Plan in 2006. Adjusted operating income excludes special charges associated with the Company’s rationalization and repositioning program and the effect of stock option expense.  In addition, the Board approved the following target bonus amounts for each of the following named executive officers, expressed as a percentage of annual base pay: Mr. Meier (70%), Dr. Heidrich (55%), Mr. Trenary (55%), and Ms. Rady (45%).

The percentage of the aggregate target bonus amount to be paid to all Bonus Plan participants depends on the level of performance achieved by the Company with respect to the performance criteria described above.  No bonuses are paid below the threshold levels set for each of the performance criteria.  At the threshold levels, 40% of the target bonus attributed to adjusted operating income is funded and 50% of the target bonus attributed to revenue is funded.  At the target level for each criterion, 100% of the target bonus is funded, and at the maximum level for each criterion, 150% of the target bonus is funded.  Once the total amount of bonus dollars is determined, the bonus dollars are allocated among the business units based on the performance of those business units against pre-established objectives.  The Committee and/or the Board will then determine the individual bonus award for each named executive officer based on the performance of

2

Item 1.01 Entry Into a Material Definitive Agreement.

On July 25, 2005, Advanced Medical Optics, Inc. (“AMO”) adopted amendments to the 2005 Performance Objectives under the AMO 2002 Equity Bonus Plan, as amended (the “2005 Performance Objectives”), to account for, in the determination of bonus target levels, the operations of VISX, Incorporated and its subsidiaries, which were acquired by AMO on May 27, 2005. The amended 2005 Performance Objectives are filed as Exhibit 10.1 and are by this reference incorporated herein.

Item 1.01 Entry Into a Material Definitive Agreement.

As previously announced on July 13, 2005, Advanced Medical Optics, Inc. entered into a purchase agreement with Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and UBS Securities LLC, as the initial purchasers (the “Initial Purchasers”) on July 13, 2005 under which it agreed to sell $150 million in aggregate principal amount of 1.375% convertible senior subordinated notes due 2025 in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Act”). The purchase agreement also contemplated the resale of the Notes to qualified institutional buyers in reliance on Rule 144A under the Act.

The sale of $150 million aggregate principal amount of the notes to the Initial Purchasers was completed on July 18, 2005. The price to the Initial Purchasers was 97.25 percent of the aggregate principal amount, and the offering price was 100 percent of the aggregate principal amount. AMO received aggregate net proceeds from the sale of the notes of approximately $145 million. AMO intends to use the net proceeds of the offering to repay outstanding term loan borrowings under its senior credit facility.

The notes were issued pursuant to and are governed by an indenture between AMO and U.S. Bank, National Association, as Trustee, dated July 18, 2005 (the “Indenture”). The notes mature on July 1, 2025.

The notes are AMO’s general unsecured senior subordinated obligations and rank contractually equal with AMO’s other subordinated obligations, including its outstanding 2.50 percent convertible senior subordinated notes due 2024 and its outstanding 3½ percent convertible senior subordinated notes due 2023. AMO will pay interest on the notes at an annual rate of 1.375 percent on January 1 and July 1 of each year, beginning January 1, 2006. In addition, beginning with the six-month interest period commencing July 1, 2011, AMO will pay contingent interest in cash during any six-month interest period in which the trading price of the notes for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the notes. During any interest period when contingent interest is payable, the contingent interest payable per $1,000 principal amount of notes will equal 0.25% of the average trading price of $1,000 principal amount of notes during such five trading day period.

Each $1,000 principal amount of the notes will be convertible into cash or, under certain circumstances set forth in the Indenture, cash and shares of AMO common stock. The initial conversion rate is 21.0084 shares of AMO’s common stock per $1,000 principal amount of notes (which represents an initial conversion price of approximately $47.60 per share), subject to adjustment as provided in the Indenture, prior to June 1, 2011, the notes will be convertible only during specified periods under the following circumstances: (i) during the five business days after any five consecutive trading-day period in which the trading price per $1,000 principal amount of the notes for each day of such measurement period was less than 103% of the conversion value, which equals the product of the closing sale price of AMO common stock and the conversion rate then in effect, (ii) if a fundamental change occurs, as defined in the Indenture, or (iii) during prescribed periods upon the occurrence of certain corporate events such as a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of AMO’s property and assets, in each case pursuant to which AMO common stock would be converted into cash, securities and/or other property that does not also constitute a fundamental change. On and after June 1, 2011, the notes will be convertible at any time prior to maturity as described above without regard to the foregoing circumstances. If a holder elects to convert its notes in connection with the occurrence of a fundamental change prior to July 1, 2011, the holder will be entitled to receive additional shares of common stock upon conversion in some circumstances as set forth in the Indenture.

AMO may redeem some or all of the notes for cash on or after July 6, 2011 at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest. Each holder may require AMO to repurchase its notes at a repurchase price equal to 100% of their principal amount, plus accrued and unpaid interest, on July 1, 2011, July 1, 2016, July 1, 2021, or at any time prior to their maturity upon the occurrence of a fundamental change.

The Indenture contains customary events of default with respect to the notes, including failure to make required payments, failure to comply with certain agreements or covenants, acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the notes. If any other event of default under the Indenture occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare the acceleration of the amounts due under the notes.

On July 18, 2005, in connection with the sale of the notes, AMO entered into a Registration Rights Agreement with the Initial Purchasers. AMO has agreed to use its reasonable best efforts to file with the Securities and Exchange Commission within 90 days of the date hereof a shelf registration statement with respect to the resale of the notes and the shares of its common stock, if any, issuable upon conversion of the notes and to have the shelf registration statement declared effective within 180 days after the original issuance of the notes. If AMO fails to comply with certain of its obligations under the Registration Rights Agreement, it will be required to pay additional interest on the notes.

The trustee and its affiliates, as well as the Initial Purchasers and their affiliates, have provided, or may in the future provide, banking, investment banking and other services to AMO in the ordinary course of business for which they have received, and may in the future receive, customary fees, commissions and expense reimbursement.

The foregoing description of the private placement is qualified in its entirety by reference to the Indenture and the Registration Rights Agreement, which are attached as Exhibits 4.1 and 4.2, respectively.

2

Item 1.01 Entry Into a Material Definitive Agreement.

On May 27, 2005, Advanced Medical Optics, Inc. (“AMO”) and certain of its subsidiaries, as guarantors thereunder, entered into an amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, by an among AMO, the guarantors party thereto, Morgan Stanley Senior Funding, Inc., as syndication agent, Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Credit Agreement”). Among other things, the Amendment:

The maturity of the senior credit facility remains unchanged at June 25, 2009. The foregoing summary is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 99.1 to this report.

Item 1.01. Entry into a Material Definitive Agreement.

On March 17, 2005, Advanced Medical Optics, Inc. (“AMO”), Vault Merger Corporation, a wholly owned subsidiary of AMO, and VISX, Incorporated (“VISX”) entered into Amendment No.2 (the “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of November 9, 2004, by and among AMO, Vault Merger Corporation and VISX, to clarify Section 6.10(f) of the Agreement and to provide that the current VISX directors will remain as the directors of the surviving corporation upon completion of the merger.

A copy of the Amendment is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

EXHIBIT INDEX

4

Item 1.01. Entry into a Material Definitive Agreement.

On March 1, 2005, the Board of Directors approved 2004 bonus payments to the named executive officers and certain other officers of Advanced Medical Optics, Inc. (Company). These bonuses were awarded under the Company’s 2002 Bonus Plan, as amended (Bonus Plan), pursuant to and consistent with the Bonus Plan objectives established by the Organization, Compensation and Corporate Governance Committee of the Company’s Board of Directors (Committee) for 2004, upon the determination of the Committee and the Board that the 2004 performance objectives had been met. The 2004 bonus payments (which are payable in March 2005) approved by the Board for our named executive officers are as follows: James V. Mazzo, President and Chief Executive Officer, $635,000; Richard A. Meier, Executive Vice President, Operations and Finance, and Chief Financial Officer, $300,000; Holger Heidrich, Ph.D., Corporate Vice President and President, Europe/Africa/Middle East Region, €146,154; C. Russell Trenary, III, Corporate Vice President and Global Marketing Chief, $170,000; and Jane E. Rady, Corporate Vice President, Strategy and Technology, $135,000. The Board of Directors also on March 1, 2005 approved 2005 salaries for the Company’s named executive officers, as follows: Mr. Mazzo, $625,000; Mr. Meier, $413,500; Dr. Heidrich, €332,200; Mr. Trenary, $315,000; and Ms. Rady, $284,000.

The Bonus Plan provides that management employees of the Company, including named executive officers, may receive cash incentive awards. Under the Bonus Plan, the Committee establishes corporate performance criteria for funding the bonus program. The Committee then reviews the means of allocating bonus funds among the business units. Individual bonus awards are then determined based on performance against personal objectives.

At its March 1, 2005 meeting, the Company’s Board of Directors, upon the recommendation of the Committee, established operating income (with 85% weighting) and revenue (with 15% weighting) as the performance criteria for funding the Bonus Plan in 2005. In addition, the Board approved the following target bonus amounts for each of the following named executive officers, expressed as a percentage of annual base pay: Mr. Meier (60%), Dr. Heidrich (50%), Mr. Trenary (50%), and Ms. Rady (45%).

The percentage of the aggregate target bonus amount to be paid to all Bonus Plan participants depends on the level of performance achieved by the Company with respect to the performance criteria described above. No bonuses are paid below the threshold levels set for each of the performance criteria. At the threshold levels, 40% of the target bonus attributed to operating income is funded and 50% of the target bonus attributed to revenue is funded. At the target level for each criterion, 100% of the target bonus is funded, and at the maximum level for each criterion, 150% of the target bonus is funded. Once the total amount of bonus dollars is determined, the Committee and/or the Board will allocate the bonus dollars among the business units based on the performance of those business units against pre-established objectives. The Committee and/or the Board will then determine the individual bonus award for each named executive officer based on the performance of his or her business unit as well as performance against individual objectives.

The Committee plans to update the quantitative targets for operating income and revenue to include the performance expectations for any businesses acquired during the year. The Committee also has the discretion to include or exclude extraordinary, unusual or non-recurring items in its calculation of the Company’s results for the year.

On March 1, 2005, the Board designated Mr. Mazzo as a "162(m) Participant" under the Bonus Plan for 2005. The Board further established a 2005 target bonus for Mr. Mazzo of $1,000,000 if the Company achieves the operating income and revenue targets established by the Board. The Board reserved the right to decrease the bonus to be paid below $1,000,000 based on the Company’s financial performance and Mr. Mazzo’s individual performance relative to the goals established for Mr. Mazzo.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.01. Entry into a Material Definitive Agreement.

On December 31, 2004, Advanced Medical Optics, Inc. (the "Company") adopted the Advanced Medical Optics, Inc. 2005 Executive Deferred Compensation Plan (the "EDCP"). The EDCP is a successor plan to the Advanced Medical Optics, Inc. Executive Deferred Compensation Plan (the "Predecessor Plan"), which the Company amended on November 18, 2004 to provide that no additional amounts of base salary or bonuses may be deferred thereunder by eligible employees after December 31, 2004. The EDCP was adopted in order to comply with Section 409A of the Internal Revenue Code (the "Code") as enacted pursuant to the American Jobs Creation Act of 2004. The provisions of the EDCP are to be construed in accordance with Section 409A of the Code and guidance issued thereunder.

The purpose of the EDCP is to provide deferred compensation benefits to management employees of the Company who meet certain eligibility requirements. The deferred compensation obligations so created are general unsecured and unfunded obligations of the Company to pay deferred compensation in the future in accordance with the terms of the EDCP. In order to be eligible an employee must be a local or expatriate employee based in the U.S. or Puerto Rico, and at or above a specified grade level or designated as an eligible employee by the Corporate Benefits Committee of AMO (the "Committee"). Independent contractors or leased employees are not eligible to participate in the plan.

To participate in the EDCP during a calendar year, a participant must defer a minimum of $5,000 (or other such minimum amount as may be designated by the Committee that administers the EDCP) from either base salary or bonuses or a combination of base salary and bonuses, and may elect to defer up to a maximum of 100% of such participant’s base salary and bonuses earned during the calendar year. Amounts deferred are credited to a "deferral account" maintained on behalf of the participant.

The participant’s deferral account is adjusted to reflect earnings (based on the performance of the mutual fund alternatives selected by the participant in accordance with and subject to the rules and procedures established from time to time by the Committee), and any profit sharing restoration credits, matching contribution restoration credits and discretionary credits (amounts determined in the discretion of the Committee, not to exceed $200,000 for any participant in any Plan Year). Profit sharing restoration credits equal the excess of the participant’s "Profit Sharing Contribution" (as defined in the Advanced Medical Optics, Inc. 401(k) Plan) for the plan year under the 401(k) Plan, had the participant’s "Compensation" (as defined in the 401(k) Plan) been calculated without deducting annual deferrals under the EDCP and had such profit sharing contribution been calculated without regard to Code limitations, over the participant’s actual profit sharing contribution for the plan year under the 401(k) Plan. Matching contribution restoration credits equal the excess of the participant’s "Matching Contributions" (as defined in the 401(k) Plan) for the plan year under the 401(k) Plan, determined based on the participant’s "Matched Deposits" (as defined in the 401(k) Plan) and had the participant’s Compensation been calculated without deducting annual deferrals under the EDCP and had such matching contributions been calculated without regard to Code limitations, over the participant’s actual matching contributions for the plan year under the 401(k) Plan. A matching contribution restoration credit will be credited to a participant’s deferral account only if he or she has contributed the maximum "Before Tax Deposits" (as defined in the 401(k) Plan) permitted under the terms of the 401(k) Plan for a plan year.

A participant may be eligible to choose the timing and/or method of payment for the distribution of his or her deferral account. The distribution choices provided to a participant may differ depending on the circumstances under which the participant terminates employment with the Company, for instance by retirement or death. The participant also may be eligible to receive distributions or make hardship withdrawals from his or her deferral account while still employed with the Company.

An irrevocable rabbi trust established contemporaneously with the establishment of the Predecessor Plan will continue to pay the obligations of the EDCP. All amounts of base salary or bonuses that are deferred under the EDCP shall be contributed to the trust. The EDCP is administered by the Corporate Benefits Committee of the Company, which has the power to make, amend, interpret and enforce all appropriate rules and regulations for the administration of the EDCP, to construe and resolve all questions arising under the EDCP, and otherwise to carry out the terms of the EDCP. The Company, by action of the Board, may terminate the EDCP at any time and may amend the EDCP from time to time; provided, however, that no such amendment or termination shall be effective, without the participant’s consent, to the extent it reduces or eliminates (except to the extent that amounts are distributed under the EDCP) the value of a participant’s deferral account balance in existence as of such amendment or termination.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.