Advanced Medical Optics (EYE)

Terms of Nonqualified Stock Option Grants

The Nonqualified Stock Option Grant Terms and Conditions (the “Option Terms and Conditions”) evidence the grant by us of a nonqualified option to purchase shares of our common stock (the “Option”) to an eligible participant under the Plan. The number of shares of our common stock subject to the Option, the exercise price of the Option, the date on which the Option vests and becomes exercisable and the date on which the Option expires are each established by the Organization, Compensation and Corporate Governance Committee of our Board of Directors (the “Committee”). An Option recipient has no right to exercise the Option until and to the extent such Option shares have vested. The Option Terms and Conditions provide that upon a change of control of our company, the Option will immediately become fully vested and exercisable. Pursuant to the Option Terms and Conditions, and subject to such discretion of the Committee as may be exercised from time to time under the Plan, the Option will also:

Following termination of the recipient’s employment by us for any reason other than for cause, death, total disability, normal retirement or job elimination, the Option will be exercisable by the recipient (or the recipient’s successor in interest in the event of the recipient’s death after his or her employment terminates) only to the extent that shares subject to the Option 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.

Following termination of the recipient’s director or consulting services for any reason, the Option will be exercisable only to the extent that shares subject to the Option 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. The Option will generally be exercisable for a period of one year from the date of the director’s or consultant’s termination of service by reason of his or her death or total disability and for a period of three months for any other reason.