0001193125-08-168225 Sample Contracts

Amendment No. 1 to Employment Agreement
Employment Agreement • August 6th, 2008 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware

The Employment Agreement (the “Agreement”) dated January 18, 2002, that was entered into by and between James V. Mazzo (“Executive”), and Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), is hereby amended effective as of the latest date signed below. This Amendment shall be appended to and become a part of the Agreement.

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FORM OF AGREEMENT
Form Of Agreement • August 6th, 2008 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • California

This Agreement (“Agreement”) dated as of , 20 , is entered into by and between (“Employee”), and Advanced Medical Optics, Inc., a Delaware corporation (the “Company”). This Agreement amends and restates the Agreement by and between Employee and the Company dated as of .

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 6th, 2008 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York

This Second Amendment to Credit Agreement (this “Amendment”) dated as of July 30, 2008 is by and among Advanced Medical Optics, Inc., a Delaware corporation (the “Borrower”), the Guarantors, certain of the Revolving Credit Lenders and Bank of America, N.A., as Administrative Agent on behalf of itself and the Lenders. All capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement (as defined below).

Amendment to Offer Letter
Offer Letter • August 6th, 2008 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware

The offer letter dated September 25, 2007, that was entered into by and between you and Advanced Medical Optics, Inc., a Delaware corporation (the “Company”), is hereby amended effective as of the latest date signed below. This Amendment shall be appended to and become a part of the offer letter.

SCHEDULE OF PARTIES TO THE FORM OF AMENDED EMPLOYMENT AGREEMENT
Employment Agreement • August 6th, 2008 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus

Each of the parties identified in the table below is party to an employment agreement with Advanced Medical Optics, Inc. (the “Company”) substantially in the form attached to the Company’s Form 10 as Exhibit 10.9(a). Each party’s employment agreement is identical except for such party’s base salary, position, agreement date and prior agreements, each of which is set forth in the table below. The agreements of Messrs. Meier and Trenary were previously amended in October 2004 for the purpose of reflecting their then titles and adjusted salaries, and Mr. Trenary’s employment agreement was further amended in November 2007, filed as Exhibit 10.5(d) to the Company’s Form 10-K for the year ended December 31, 2007. All of the employment agreements were further amended on July 31, 2008 substantially in the form attached as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 27, 2008.

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