Advanced Medical Optics (EYE)

RETIREMENT BENEFITS

6.1 Entitlement to Retirement Benefits. Upon Termination of Employment on or after Retirement Date, the Company shall pay retirement benefits to the Participant equal to the balance of the Participant’s Deferral Account at the time and in the form as provided in Sections 6.2 and 6.3 below.

6.2 Time of Commencement. Payment of a retirement benefit shall commence or shall be made within sixty (60) days following the date of Termination of Employment unless the Participant elects in the Deferral Election Form to have payment of the retirement benefit commence or be made (i) on the first business day of January of the next following calendar year or (ii) on the first business day of January of a later year (not to exceed ten (10) years from the date of Termination of Employment or, if earlier, the year in which the Participant attains age seventy (70)). Notwithstanding the foregoing, (i) payment of the retirement benefit may be delayed (but not more than thirty (30) days) for reasons of administrative convenience, including, without limitation, in order to complete any necessary valuation or accounting with respect to the Deferral Account of the Participant and (ii) in the case of a Participant who is a Key Employee, payment of the retirement benefit shall commence no earlier than (A) six (6) months after the Participant’s Termination of Employment or (B) the death of the Participant whichever occurs first.

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6.3 Form of Retirement Benefits. A retirement benefit shall be paid in sixty (60) quarterly installments unless the Participant elects in the Deferral Election Form to have the retirement benefit paid in either a single lump sum or in twenty (20) or forty (40) quarterly installments. Notwithstanding the foregoing, retirement benefits shall be paid in a single lump sum if the balance of the Participant’s Deferral Account at the time of distribution is fifty thousand dollars ($50,000) or less.

6.4 Change in Time and/or Form of Payment. A Participant may change the time and/or form of payment to any other time and/or form of payment permitted under Sections 6.2 and 6.3 above, subject to the following:

(a) a change in the time and/or form of payment shall not take effect for at least 12 months after the change is made;

(b) the new payment date or first scheduled payment date shall be at least five (5) years later than the prior payment date; and

(c) the change in the time and/or form of payment shall not take effect if it results in the acceleration of the time and schedule of payment (e.g., a reduction in the number of installments or a change from installments to lump sum without a corresponding change to a previously elected commencement date) except to extent permitted by the Secretary of Treasury through the publication of regulations, revenue rulings, notices, and other documents of general applicability.

Notwithstanding the foregoing, in no event shall a Participant be permitted to change the time and/or form of payment in a manner that violates Section 409A of the Code.