Form of Director Restricted Stock Unit Agreement

EXHIBIT 10.3

[date]

[Name and Address of Director]

Re: ADVANCED MEDICAL OPTICS, INC. NONEMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AGREEMENT

Dear _______________:

Pursuant to the terms of the Advanced Medical Optics, Inc. 2005 Incentive Compensation Plan [or 2004 Stock Incentive 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 Agreement. To accept this offer, you should complete and sign the enclosed copy of this Agreement, and return it to the Company. This Agreement contains important information and you should read it carefully before you sign it.

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) The Restricted Stock Units . The Company hereby offers to grant to you an aggregate of __________ restricted stock units (the " RSUs" ) as an annual incentive award [pursuant to your election to defer your annual retainer pursuant to the Company' s Equity Exchange Program]. 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.

(b) Price . You are not required to pay any purchase price for the RSUs.

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.

(b) The restrictions imposed under Paragraph (a) above shall lapse and be removed (and all of the RSUs shall vest) as of the day of the Company' s 2010 [2008 in the case of Equity Exchange Awards ]annual meeting of stockholders.

(c) If your service as a director of the Company is terminated for any reason other than death or Total Disability, all of your rights to RSUs not vested at the time of termination shall immediately terminate. (d) If you terminate your service as a director of the Company because of death or Total Disability, the restrictions imposed upon the RSUs shall lapse and be removed (and all of the RSUs shall become fully vested) upon such termination of service.

(e) In the event of a Change in Control, the restrictio ...