EYE » Topics » 6. Term of Options Granted to Independent Directors . This Section 6 shall apply solely to Options granted to Independent Directors.

These excerpts taken from the EYE 10-K filed Mar 3, 2008.

6. Term of Options Granted to Independent Directors. This Section 6 shall apply solely to Options granted to Independent Directors.

(a) Except as otherwise provided in a written agreement between you and the Company, no Option granted to an Independent Director may be exercised to any extent by anyone after the first to occur of the following events:

(i) The expiration of one calendar year from the date of the Independent Director’s termination of directorship by reason of his or her death or Total Disability;

(ii) The expiration of three calendar months from the date of the Independent Director’s termination of directorship for any reason other than such Independent Director’s death or his or her Total Disability, unless the Independent Director dies within said three calendar month period, in which case the Option shall expire one year from the date of the Independent Director’s death; or

(iii) The expiration of 10 years from the date the Option was granted.

(b) In the event your service as a Director terminates, the Option shall be exercisable by you (or your successor in interest in the event of your death


after your service terminates) following your termination of service only to the extent that installments thereof had become exercisable on or prior to the date of such termination and had not expired and become unexercisable on or prior to such date.

7. Term of Options Granted to Consultants. This Section 7 shall apply solely to Options granted to Consultants.

(a) Except as otherwise provided in a written agreement between you and the Company, no Option granted to a Consultant may be exercised to any extent by anyone after the first to occur of the following events:

(i) The expiration of one calendar year from the date of the Consultant’s termination of consultancy by reason of his or her death or Total Disability;

(ii) The expiration of three calendar months from the date of the Consultant’s termination of consultancy for any reason other than such Consultant’s death or his or her Total Disability, unless the Consultant dies within said three calendar month period, in which case the Option shall expire one calendar year from the date of the Consultant’s death; or

(iii) The expiration of 10 years from the date the Option was granted.

(b) In the event your service as a Consultant terminates, the Option shall be exercisable by you (or your successor in interest in the event of your death after your service terminates) following your termination of service only to the extent that installments thereof had become exercisable on or prior to the date of such termination and had not expired and become unexercisable on or prior to such date.

8. Definitions. As used herein, “calendar month” means 30 days, and “calendar year” means 365 days.

9. Grant Subject to Plan. The grant of the Option evidenced hereby is made pursuant to all of the provisions of the Plan, and this Grant is intended, and shall be interpreted in a manner to comply therewith. Any provision of this Grant which is inconsistent with Plan shall be superseded by and governed by the Plan.

10. Disputes and Disagreements. Any dispute or disagreement which may arise under or as a result of or pursuant to this Grant shall be determined by the Committee in its sole discretion, and any interpretation by the Committee (or with respect to an Option granted to an Independent Director, the Board in its sole discretion) of the terms of this Grant shall be final, binding and conclusive.

 


11. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be sufficient in all respects only if delivered in person or sent via certified mail or overnight delivery service such as Federal Express, postage prepaid, addressed as follows:

 

 

If to the Company:

   1700 East St. Andrew Place
     Santa Ana, California 92705
     Attention: General Counsel
 

If to you:

   To your address as last set forth
     in the Company’s employment records.

6. Term of
Options Granted to Independent Directors
. This Section 6 shall apply solely to Options granted to Independent Directors.

STYLE="margin-top:12px;margin-bottom:0px; margin-left:4%; text-indent:4%">(a) Except as otherwise provided in a written agreement between you and the Company, no Option granted to an Independent Director may be
exercised to any extent by anyone after the first to occur of the following events:

(i) The expiration of one calendar
year from the date of the Independent Director’s termination of directorship by reason of his or her death or Total Disability;

FACE="Times New Roman" SIZE="2">(ii) The expiration of three calendar months from the date of the Independent Director’s termination of directorship for any reason other than such Independent Director’s death or his or her Total
Disability, unless the Independent Director dies within said three calendar month period, in which case the Option shall expire one year from the date of the Independent Director’s death; or

STYLE="margin-top:12px;margin-bottom:0px; margin-left:8%; text-indent:4%">(iii) The expiration of 10 years from the date the Option was granted.

STYLE="margin-top:12px;margin-bottom:0px; margin-left:4%; text-indent:4%">(b) In the event your service as a Director terminates, the Option shall be exercisable by you (or your successor in interest in the
event of your death








after your service terminates) following your termination of service only to the extent that installments thereof had become exercisable on or prior to the
date of such termination and had not expired and become unexercisable on or prior to such date.

7. Term of Options Granted to
Consultants. This Section 7 shall apply solely to Options granted to Consultants.

(a) Except as otherwise
provided in a written agreement between you and the Company, no Option granted to a Consultant may be exercised to any extent by anyone after the first to occur of the following events:

STYLE="margin-top:12px;margin-bottom:0px; margin-left:8%; text-indent:4%">(i) The expiration of one calendar year from the date of the Consultant’s termination of consultancy by reason of his or her death
or Total Disability;

(ii) The expiration of three calendar months from the date of the Consultant’s termination of
consultancy for any reason other than such Consultant’s death or his or her Total Disability, unless the Consultant dies within said three calendar month period, in which case the Option shall expire one calendar year from the date of the
Consultant’s death; or

(iii) The expiration of 10 years from the date the Option was granted.

STYLE="margin-top:12px;margin-bottom:0px; margin-left:4%; text-indent:4%">(b) In the event your service as a Consultant terminates, the Option shall be exercisable by you (or your successor in interest in the
event of your death after your service terminates) following your termination of service only to the extent that installments thereof had become exercisable on or prior to the date of such termination and had not expired and become unexercisable on
or prior to such date.

8. Definitions. As used herein, “calendar month” means 30 days, and “calendar
year” means 365 days.

9. Grant Subject to Plan. The grant of the Option evidenced hereby is made pursuant to all of the
provisions of the Plan, and this Grant is intended, and shall be interpreted in a manner to comply therewith. Any provision of this Grant which is inconsistent with Plan shall be superseded by and governed by the Plan.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">10. Disputes and Disagreements. Any dispute or disagreement which may arise under or as a result of or pursuant to this Grant shall be
determined by the Committee in its sole discretion, and any interpretation by the Committee (or with respect to an Option granted to an Independent Director, the Board in its sole discretion) of the terms of this Grant shall be final, binding and
conclusive.

 







11. Notices. All notices or other communications required or permitted hereunder shall be
in writing, and shall be sufficient in all respects only if delivered in person or sent via certified mail or overnight delivery service such as Federal Express, postage prepaid, addressed as follows:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 














































 

If to the Company:

  1700 East St. Andrew Place
   Santa Ana, California 92705
   Attention: General Counsel
 

If to you:

  To your address as last set forth
   in the Company’s employment records.





EX-10.12(C)
6
dex1012c.htm
FORM OF EMPLOYEE RESTRICTED STOCK UNIT GRANT


Form of Employee Restricted Stock Unit Grant



EXHIBIT 10.12(c)

FACE="Times New Roman" SIZE="5">Advanced Medical Optics, Inc.

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Mar 3, 2008
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