Advanced Medical Optics, Inc. EMPLOYEE RESTRICTED UNIT GRANT TERMS AND CONDITIONS As of May 2005
Exhibit 10.3
Advanced Medical Optics, Inc.
EMPLOYEE RESTRICTED UNIT GRANT
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:
| If to you: | At the address as last set forth in the Company’s employment records | |
| If to the Company: | Advanced Medical Optics, Inc. | |
| Attn: General Counsel | ||
| 1700 E. St. Andrew Pl. | ||
| Santa Ana, CA 92705 | ||
| Fax: (▇▇▇) ▇▇▇-▇▇▇▇ | ||
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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.