Advanced Medical Optics (EYE)

TERMS AND CONDITIONS

As of April 2007

Pursuant to the terms of the 2004 Stock Incentive Plan (the “Plan”), Advanced Medical Optics, Inc., a Delaware corporation, hereby offers to grant to you the number of shares of its Common Stock set forth in Section 2(a) below, on the terms and conditions and subject to the restrictions set forth in the Plan and this Terms and Conditions of Employee Restricted Stock Grant (the “Agreement”).

To accept this offer, you should click the “Acknowledge Grant” button on the Grant Summary. This Agreement contains important information and you should read it carefully before you click the Acknowledge Grant button.

1. Definitions. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the same meanings as in the Plan.

2. Basic Terms.

(a) The Stock. AMO hereby offers to grant to you the number of shares of its Common Stock set forth in the Grant Summary (the “Stock”).

(b) Price. You are not required to pay any purchase price for the Stock.

3. Restrictions on the Stock. Any Stock received by you pursuant to this Agreement shall be subject to the following restrictions:

(a) The shares of Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until these restrictions lapse and are removed, and any additional requirements or restrictions contained in this Agreement or in the Plan have been satisfied, terminated or expressly waived by AMO in writing.

(b) The restrictions imposed under Paragraph (a) above shall lapse and be removed (and all shares of the Stock shall vest) in accordance with the vesting schedule set forth in the Grant Summary.

(c) If your employment with the Company is terminated for any reason other than Job Elimination, death or Total Disability, all of your rights with respect to Stock that is unvested shall immediately terminate and shall be returned to AMO forthwith.

(d) If your employment with the Company is terminated because of your death or Total Disability, the restrictions imposed upon the Stock shall lapse and be removed (and all shares of the Stock shall become fully vested) upon such termination of employment.

(e) If your employment with the Company is terminated due to Job Elimination, the restrictions imposed upon the Stock will lapse and be removed as to a number of shares (the “Vested Shares”) computed by multiplying the total number of shares of Stock by a fraction, the numerator of which is the number of full calendar months from the date of grant until your last day as an employee and the denominator of which is the number of months during which the restrictions would have been in effect pursuant to this Agreement. With respect to all shares of Stock other than the Vested Shares (the “Unvested Shares”), all of your rights shall immediately terminate and all Unvested Shares, if any, shall be returned to AMO forthwith.

(f) In the event of a Change in Control, the restrictions imposed under Paragraph (a) above upon the Stock shall lapse and be removed (and all shares of the Stock shall become fully vested) as of the date of such Change in Control.

In order to enforce the foregoing restrictions, the Board may (i) require that the certificates representing the shares of Stock remain in the physical custody of AMOor in book entry until any or all of such restrictions expire or have been removed, and (ii) may cause a legend or legends to be placed on the certificates which make appropriate reference to the restrictions imposed under the Plan.

4. Voting and Other Rights. Notwithstanding anything to the contrary in the foregoing, during the period prior to the lapse and removal of the restrictions set forth in Section 3 above, except as otherwise provided herein, you shall have all of the rights of a stockholder with respect to all of the Stock, including without limitation the right to vote such Stock and the rights to receive all dividends or other distributions with respect to such Stock. In connection with the payment of such dividends or other distributions, you hereby authorize the Company to deduct any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for your account.

5. Expiration of the Restricted Term. Upon the lapse and removal of the restrictions applicable to all or any portion of the Stock as provided in Section 3 above, the Company is required to withhold for taxes, you hereby agree, with respect to such Stock, to pay to the Company, in the form of cash, a certified or bank cashier’s check, or shares of Common Stock, an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for your account, or to otherwise make arrangements satisfactory to the Committee for the payment or withholding of such amounts.

6. Section 83(b) Election. If you elect, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (or any successor thereto), or comparable provisions of any state tax law, to include any amount in your gross income in connection with your receipt of the Stock, you hereby agree to promptly notify the Company of such election.

7. Agreement Subject to Plan. This Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. Any provision hereof which is inconsistent with the Plan shall be superseded by and governed by this Agreement.

8. No Rights to Continuation of Employment. Nothing in the Plan or this Agreement shall confer upon you any right to continue in the employ of the Company or any subsidiary thereof or shall interfere with or restrict the right of the Company or its stockholders (or of a subsidiary or its stockholders, as the case may be) to terminate your employment any time for any reason whatsoever, with or without cause.

9. Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of California applicable to agreements made and to be performed wholly within the State of California.

10. Agreement Binding on Successors. The terms of this Agreement shall be binding upon you and upon your heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees.

11. No Assignment. Notwithstanding anything to the contrary in this Agreement, neither this Agreement nor any rights granted herein shall be assignable by you.

12. Necessary Acts. You hereby agree to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of

this Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.

13. Invalid Provisions. If any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable laws such invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid and unenforceable provision was not contained herein.

14. 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, postage prepaid, or by expedited mail service such as Federal Express or DHL, or facsimile, addressed as follows:

15. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof.

16. Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.

17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and taken together shall constitute one and the same document.

18. Amendment. No amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

TERMS AND CONDITIONS

As of May 2005

Pursuant to the terms of the Advanced Medical Optics, Inc. 2005 Incentive Compensation Plan (the “Plan”), Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), hereby offers to grant to you the number of Restricted Stock Units set forth in Section 2(a) below, on the terms and conditions and subject to the restrictions set forth in the Plan and this Terms and Conditions of Employee Restricted Unit Grant (the “Agreement”).

To accept this offer, you should click the “Acknowledge Grant” button on the Grant Summary. This Agreement contains important information and you should read it carefully before you click the Acknowledge Grant button.

1. Definitions. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the same meanings as in the Plan.

2. Basic Terms.

(a) Restricted Stock Units. The Company hereby offers to grant to you the number of Restricted Stock Units set forth in the Grant Summary (the “RSUs”).

(b) Price. You are not required to pay any purchase price for the Restricted Stock Units.

(c) Form of Payment. Except as otherwise provided by the Plan, each RSU granted hereunder shall represent the right to receive one share of Common Stock upon the vesting of such RSU.

3. Restrictions on the RSUs. Any RSUs received by you pursuant to this Agreement shall be subject to the following restrictions:

(a) The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until these restrictions lapse and are removed, and any additional requirements or restrictions contained in this Agreement or in the Plan have been satisfied, terminated or expressly waived by the Company in writing.

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(b) The RSUs shall vest and become payable in accordance with the vesting schedule set forth in the Grant Summary.

(c) If your employment with the Company is terminated for any reason other than Job Elimination, death or Total Disability, all of your rights with respect to RSUs that have not vested shall immediately terminate.

(d) If your employment with the Company is terminated because of your death or Total Disability, all of your RSUs shall be come fully vested and payable upon such termination of employment.

(e) If your employment with the Company is terminated due to Job Elimination, you shall become vested in your RSUs in an amount equal to the difference between (i) the number of RSUs awarded multiplied by a fraction, the numerator of which is the number of full calendar months from the date of grant until your last day of employment and the denominator of which is the total number of months of the vesting schedule pursuant to the original award and (ii) any RSUs that vested prior to the date of termination of employment. Any remaining unvested RSUs shall expire.

(f) In the event of a Change in Control, your RSUs shall become fully vested and payable as of the date of such Change in Control.

4. Voting and Other Rights. You shall have no rights of a stockholder of the Company until shares of Common Stock are issued upon vesting of your RSUs.

5. Expiration of the Restricted Term. Upon the vesting of your RSUs as provided in Section 3 above, the Company is required to withhold for taxes, you hereby agree, with respect to such RSUs, to pay to the Company, in the form of cash, a certified or bank cashier’s check, or shares of Common Stock, an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for your account, or to otherwise make arrangements satisfactory to the Committee for the payment or withholding of such amounts.

6. Agreement Subject to Plan. This Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. Any provision hereof which is inconsistent with the Plan shall be superseded by and governed by this Agreement.

7. No Rights to Continuation of Employment. Nothing in the Plan or this Agreement shall confer upon you any right to continue in the employ of the Company or

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any subsidiary thereof or shall interfere with or restrict the right of the Company or its stockholders (or of a subsidiary or its stockholders, as the case may be) to terminate your employment any time for any reason whatsoever, with or without cause.

8. Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of California applicable to agreements made and to be performed wholly within the State of California.

9. Agreement Binding on Successors. The terms of this Agreement shall be binding upon you and upon your heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees.

10. No Assignment. Notwithstanding anything to the contrary in this Agreement, neither this Agreement nor any rights granted herein shall be assignable by you.

11. Necessary Acts. You hereby agree to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.

12. Invalid Provisions. If any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable laws such invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid and unenforceable provision was not contained herein.

13. 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, postage prepaid, or by expedited mail service such as Federal Express or DHL, or facsimile, addressed as follows:

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14. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof.

15. Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.

16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and taken together shall constitute one and the same document.

17. Amendment. No amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

TERMS AND CONDITIONS

As of May 2005

Pursuant to the terms of the Advanced Medical Optics, Inc. 2005 Incentive Compensation Plan (the “Plan”), Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), hereby offers to grant to you the number of shares of its Common Stock set forth in Section 2(a) below, on the terms and conditions and subject to the restrictions set forth in the Plan and this Terms and Conditions of Employee Restricted Stock Grant (the “Agreement”).

To accept this offer, you should click the “Acknowledge Grant” button on the Grant Summary. This Agreement contains important information and you should read it carefully before you click the Acknowledge Grant button.

1. Definitions. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the same meanings as in the Plan.

2. Basic Terms.

(a) The Stock. The Company hereby offers to grant to you the number of shares of its Common Stock set forth in the Grant Summary (the “Stock”).

(b) Price. You are not required to pay any purchase price for the Stock.

3. Restrictions on the Stock. Any Stock received by you pursuant to this Agreement shall be subject to the following restrictions:

(a) The shares of Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until these restrictions lapse and are removed, and any additional requirements or restrictions contained in this Agreement or in the Plan have been satisfied, terminated or expressly waived by the Company in writing.

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(b) The restrictions imposed under Paragraph (a) above shall lapse and be removed (and all shares of the Stock shall vest) in accordance with the vesting schedule set forth in the Grant Summary.

(c) If your employment with the Company is terminated for any reason other than Job Elimination, death or Total Disability, all of your rights with respect to Stock that is unvested shall immediately terminate and shall be returned to the Company forthwith.

(d) If your employment with the Company is terminated because of your death or Total Disability, the restrictions imposed upon the Stock shall lapse and be removed (and all shares of the Stock shall become fully vested) upon such termination of employment.

(e) If your employment with the Company is terminated due to Job Elimination, the restrictions imposed upon the Stock will lapse and be removed as to a number of shares (the “Vested Shares”) computed by multiplying the total number of shares of Stock by a fraction, the numerator of which is the number of full calendar months from the date of grant until your last day as an employee and the denominator of which is the number of months during which the restrictions would have been in effect pursuant to this Agreement. With respect to all shares of Stock other than the Vested Shares (the “Unvested Shares”), all of your rights shall immediately terminate and all Unvested Shares, if any, shall be returned to the Company forthwith.

(f) In the event of a Change in Control, the restrictions imposed under Paragraph (a) above upon the Stock shall lapse and be removed (and all shares of the Stock shall become fully vested) as of the date of such Change in Control.

In order to enforce the foregoing restrictions, the Board may (i) require that the certificates representing the shares of Stock remain in the physical custody of the Company or in book entry until any or all of such restrictions expire or have been removed, and (ii) may cause a legend or legends to be placed on the certificates which make appropriate reference to the restrictions imposed under the Plan.

4. Voting and Other Rights. Notwithstanding anything to the contrary in the foregoing, during the period prior to the lapse and removal of the restrictions set forth in Section 3 above, except as otherwise provided herein, you shall have all of the rights of a stockholder with respect to all of the Stock, including without limitation the right to vote such Stock and the rights to receive all dividends or other distributions with respect to such Stock. In connection with the payment of such dividends or other distributions, you hereby authorize the Company to deduct any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for your account.

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5. Expiration of the Restricted Term. Upon the lapse and removal of the restrictions applicable to all or any portion of the Stock as provided in Section 3 above, the Company is required to withhold for taxes, you hereby agree, with respect to such Stock, to pay to the Company, in the form of cash, a certified or bank cashier’s check, or shares of Common Stock, an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for your account, or to otherwise make arrangements satisfactory to the Committee for the payment or withholding of such amounts.

6. Section 83(b) Election. If you elect, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (or any successor thereto), or comparable provisions of any state tax law, to include any amount in your gross income in connection with your receipt of the Stock, you hereby agree to promptly notify the Company of such election.

7. Agreement Subject to Plan. This Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. Any provision hereof which is inconsistent with the Plan shall be superseded by and governed by this Agreement.

8. No Rights to Continuation of Employment. Nothing in the Plan or this Agreement shall confer upon you any right to continue in the employ of the Company or any subsidiary thereof or shall interfere with or restrict the right of the Company or its stockholders (or of a subsidiary or its stockholders, as the case may be) to terminate your employment any time for any reason whatsoever, with or without cause.

9. Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of California applicable to agreements made and to be performed wholly within the State of California.

10. Agreement Binding on Successors. The terms of this Agreement shall be binding upon you and upon your heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees.

11. No Assignment. Notwithstanding anything to the contrary in this Agreement, neither this Agreement nor any rights granted herein shall be assignable by you.

12. Necessary Acts. You hereby agree to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.

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13. Invalid Provisions. If any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable laws such invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid and unenforceable provision was not contained herein.

14. 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, postage prepaid, or by expedited mail service such as Federal Express or DHL, or facsimile, addressed as follows:

15. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof.

16. Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.

17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and taken together shall constitute one and the same document.

18. Amendment. No amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

TERMS AND CONDITIONS

As of May 2005

1. Definitions. Capitalized terms used in this Grant but not otherwise defined shall have the same meanings as in the Advanced Medical Optics, Inc. 2005 Incentive Compensation Plan, as amended (the “Plan”).

2. The Option. You may, at your discretion and on the terms and conditions set forth herein, purchase all or any part of an aggregate of the shares of Common Stock at the price per share set forth in the Grant Summary (the “Summary”).

3. Terms of Exercise.

(a) Subject to the provisions of Sections 4, 5, 6, and 7 below, as applicable, the Option shall vest and be exercisable at the option exercise price per share (the “Option Price” or “Exercise Price”) and as to the specified number of shares (the “Vesting Amount”) on and after the dates set forth under Vesting Schedule and on or before the “Expiration Date” as set forth in the Summary. You have no right to exercise the Option with respect to any installment until such installment vests as provided in the Summary. The Option granted hereunder shall expire and be no longer exercisable as provided in the Plan and this Grant.

(b) The Option may be exercised as to all or any portion of the “Options Granted” covered by an installment of the Option that has vested and that has not yet expired and become unexercisable as provided in the Plan or this Grant (“Vested Installment”). Vested Installments may be exercised, in whole or in part, by giving notice of exercise to AMO’s stock plan administrator, which notice shall specify the number of Options Granted to be purchased and shall be accompanied by payment in full of the purchase price in cash or: (i) in whole or in part, through the delivery of shares of Common Stock duly endorsed for transfer to AMO with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; provided, however, that if such shares of Common Stock were issued to you directly from the Company, such shares must have been owned by you for at least six months; or (ii) through a combination of cash and the consideration provided in the foregoing subparagraph (i). Payment of cash may be by personal check, cashier’s check or money market draft on your own account payable to the order of AMO or such other means as the Committee (or with respect to an Option granted to an Independent Director, the Board) shall determine. An exercise is effective only upon receipt of both the written notice and the payment in full of the purchase price.

4. Change in Control. Notwithstanding anything to the contrary in this Grant, in the event of a Change in Control the Option shall, as of the date of such Change in Control, immediately become vested and exercisable with respect to the full number of Options Granted.

5. Termination of Employment. This Section 5 shall apply solely to Options granted to Employees.

(a) Except as otherwise provided in a written agreement between you and the Company, in the event of termination of your employment with the Company for Cause, the Option shall become unexercisable as of the date of such termination and you shall thereafter have no further rights to purchase any of the Optioned Shares.

(b) Except as otherwise provided in a written agreement between you and the Company, in the event of your termination of employment with the Company and its subsidiaries for:

(i) Any reason other than for Cause, death, Total Disability, Normal Retirement, or Job Elimination, the Options shall become unexercisable as of the earlier of (A) the date the Vested Installments expire in accordance with the provisions of Section 3(a) above or (B) three calendar months after the date of termination.

(ii) Death or Total Disability, the Option shall vest in its entirety as of your last date of employment and shall expire and become unexercisable one calendar year after the date of your termination.

(iii) Normal Retirement, the Option shall expire and become unexercisable as of the earlier of (A) the date the Vested Installments expire in accordance with the provisions at Section 3(a) above or (B) three calendar years after the date of termination.

(iv) Job Elimination, the Option shall vest in its entirety as of your last date of employment and shall expire and become unexercisable as of the earlier of (A) the date the Vested Installments expire in accordance with the provisions at Section 3(a) above or (B) three calendar months after the date of termination. Notwithstanding the foregoing, if you meet the requirements for Normal Retirement at the time your employment is terminated for Job Elimination, your Option shall become vested as of the last date of employment, and your Option shall expire and become unexercisable as of the earlier to occur of (Y) the date the Option expires in accordance with the provisions of Section 3(a) above or (Z)

three calendar years after the date of termination. In order to receive the accelerated vesting set forth in this section (iv), you must sign and deliver to AMO a release and waiver with respect to any and all claims relating to your employment with or termination from the Company in a form acceptable to AMO.

(c) In the event your employment terminates for Normal Retirement or for any reason other than for Cause, death, Total Disability or Job Elimination, the Option shall be exercisable by you (or your successor in interest in the event of your death after your employment terminates) following your termination of employment 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.

(d) In the event that you are prohibited from exercising the Option within the otherwise specified time period following termination of employment due to a delay with respect to the administration of the Plan, the circumstances of which are beyond your control, the period of time to exercise the Option shall be extended and be deemed to begin on the date you are permitted to exercise the Option. In the event that you are unable to exercise your Option after your termination of employment because AMO has blocked all trading of Options by all optionees for administrative or legal purposes, the days covered by the block will not count toward your exercise period.

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 Indpendent 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: