Form of Employee Restricted Unit Grant Terms And Conditions

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 employme ...