Advanced Medical Optics (EYE)

INTRODUCTION

1.1 Plan Purpose. The purpose of the Advanced Medical Optics, Inc. 2005 Executive Deferred Compensation Plan (the “Plan”) is to provide deferred compensation benefits to selected executive and management employees of the Company as more fully provided herein. The benefits provided under this Plan are intended to be in addition to other employee benefit programs offered by the Company, including but not limited to tax-qualified employee benefit plans.

1.2 Effective Date of Plan. The Plan was established effective as of January 1, 2005 by the Board of Directors of Advanced Medical Optics, Inc., a Delaware corporation (“AMO”), and is hereby amended and restated effective as of January 1, 2005. The Plan shall continue in effect until terminated by the Board.

1.3 Applicability of Code Section 409A. The Plan applies to deferred compensation benefits subject to Code Section 409A. It is intended that the Code Section 409A provisions be regarded as good faith compliance with the requirements of Code Section 409A and be construed in accordance with Code Section 409A, the Treasury regulations, and other guidance issued thereunder.

1.4 Applicability of ERISA. The Plan is intended to be a “top-hat” plan — that is, an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning of ERISA.

1.5 Predecessor Plan. Deferred compensation benefits that are not subject to Code Section 409A shall be provided solely under the Advanced Medical Optics, Inc. Executive Deferred Compensation Plan (the “Predecessor Plan”) and shall continue to be governed under the terms of the Predecessor Plan.

INTRODUCTION

1.1 Plan Purpose. The purpose of the Advanced Medical Optics, Inc. 2005 Executive Deferred Compensation Plan (the “Plan”) is to provide deferred compensation benefits to selected executive and management employees of the Company as more fully provided herein. The benefits provided under this Plan are intended to be in addition to other employee benefit programs offered by the Company, including but not limited to tax-qualified employee benefit plans.

1.2 Effective Date of Plan. The Plan is hereby established effective as of January 1, 2005 by the Board of Directors of Advanced Medical Optics, Inc., a Delaware corporation (“AMO”) and applies to deferred compensation benefits subject to Section 409A of the Internal Revenue Code (the “Code”). It is intended that the Plan comply with Section 409A of the Code as enacted under the American Jobs Creation Act of 2004 and the provisions of the Plan are to be regarded as good faith compliance with the requirements of Section 409A of the Code and are to be construed in accordance with Section 409A of the Code and guidance issued thereunder. The Plan shall continue in effect until terminated by the Board.

1.3 Applicability of ERISA. The Plan is intended to be a “top-hat” plan — that is, an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning of ERISA.

1.4 Predecessor Plan. Deferred compensation benefits that are not subject to Section 409A of the Code shall be provided solely under the Advanced Medical Optics, Inc. Executive Deferred Compensation Plan (the “Predecessor Plan”) and shall continue to be governed under the terms of the Predecessor Plan.