Advanced Medical Optics (EYE)

Terms of Restricted Stock Grants

The Employee Restricted Stock Grant Terms and Conditions and the Nonemployee Director Restricted Stock Agreement (collectively, the “Restricted Stock Terms and Conditions”) evidence the grant by us of shares of our restricted common stock (the “Restricted Stock”) to an eligible participant under the Plan. The number of shares of Restricted Stock subject to the grant and the dates on which the shares of Restricted Stock vest are each established by the Committee from time to time. The Restricted Stock Terms and Conditions provide that upon a change of control of our company, the Restricted Stock will immediately become fully vested. The Restricted Stock Terms and Conditions provide that shares of the Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until they have become vested, and any additional requirements or restrictions contained in the Restricted Stock Terms and Conditions or in the Plan have been satisfied, terminated or expressly waived by us in writing. During the period prior to the lapse and removal of the vesting and other restrictions placed on the Restricted Stock, the recipient will have all of the rights of a stockholder of our company with respect to all of the Restricted Stock not previously returned to us pursuant to the terms of the grant, including the right to vote such Restricted Stock and the right to receive all dividends or other distributions with respect to such Restricted Stock.

If the recipient’s employment by us terminates for any reason other than for death, total disability or job elimination, then the recipient will generally forfeit all shares of the

Restricted Stock subject to the award that are, at the date of such termination, still subject to the vesting restrictions. If the recipient’s employment by us terminates by reason of the recipient’s death or total disability, all of the restrictions imposed upon the Restricted Stock will lapse and be removed (and the Restricted Stock will become fully vested) as of the recipient’s last date of employment. If the recipient’s employment by us terminates by reason of a job elimination, the restrictions will lapse and be removed with respect to the Restricted Stock in an amount equal to the number of shares of Restricted Stock subject to the grant multiplied by a fraction, the numerator of which is the number of full calendar months from the grant date until the recipient’s last day of employment and the denominator of which is the number of months during which the restrictions would have been in effect pursuant to the original grant. The recipient will generally forfeit all other shares of Restricted Stock subject to the award that are, at the date of such termination, still subject to the vesting restrictions.

If the recipient’s service as a director terminates by reason of the recipient’s death or total disability, all of the restrictions imposed upon the Restricted Stock will lapse and be removed (and the Restricted Stock will become fully vested) as of the recipient’s last date of service.