0001193125-05-110828 Sample Contracts

AGREEMENT
Change in Control Agreement • May 18th, 2005 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • California

This Agreement (“Agreement”) dated as of August 1, 2002, is entered into by and between (“Employee”), and Advanced Medical Optics, Inc., a Delaware corporation (the “Company”).

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ADVANCED MEDICAL OPTICS, INC. FORM OF PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 18th, 2005 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • California

This Performance Award Agreement (the “Agreement”) is between Advanced Medical Optics, Inc., a Delaware Company (the “Company”), and you, as an employee of the Company or one of its Affiliates, effective as of the date of grant (the “Grant Date”) set forth in the attached Performance Award Certificate.

Sample 1
Re: ADVANCED MEDICAL OPTICS, INC. NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 18th, 2005 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • California

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 Agreement.

Sample 1
Advanced Medical Optics, Inc. EMPLOYEE RESTRICTED UNIT GRANT TERMS AND CONDITIONS As of May 2005
Employee Restricted Unit Grant • May 18th, 2005 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • California

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”).

Sample 1
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