EXHIBIT
10.8(d)


	
  AMO BONUS PLAN

  	
   

  	
  

  



 


2007 PERFORMANCE OBJECTIVE


2007 PERFORMANCE OBJECTIVE


The 2007
performance objective for the Bonus Plan is 75% based on Adjusted Operating
Income and 25% based on Revenue for the full year of AMO performance.  “Adjusted Operating Income” is defined as sales less cost of goods sold and all basic
operating expenses of the business.  “Adjusted
Operating Income” excludes the impact of charges or write-offs associated with
acquisitions, recapitalizations, and unrealized gains or losses on derivative
instruments.  “Revenue” is defined as the
total dollar payment for goods and services that are credited to the
income statement over the measurement period.  Targets for both Adjusted
Operating Income and Revenue both assume the closing of the IntraLase
acquisition on March 31st, 2007.


Each segment of
the bonus is funded when AMO achieves the threshold levels of Adjusted Operating
Income and Revenue performance, respectively, as indicated below.   If the Adjusted Operating Income funding
trigger threshold is not met, the 75% element of the plan is not funded.  If the Revenue funding trigger threshold is
not met, the 25% element of the plan is not funded.  If neither funding trigger threshold is met, no
bonuses will be paid out.


FUNDING TRIGGER ELEMENTS


75% -
ADJUSTED OPERATING INCOME


	
  PERFORMANCE

  LEVEL

  	
   

  	
  2007 ADJ OP

  RANGE

  VARIANCE TO

  TARGET

  	
   

  	
  BONUS AWARD

  AS A % OF

  TARGET

  	
   

  
	
  Below Threshold

  	
   

  	
   

  	
  -31.51
  mm

  	
   

  	
  0

  	
  %

  
	
  Threshold

  	
   

  	
   

  	
  -31.50
  mm

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
  Target

  	
   

  	
  100

  	
  %

  
	
  Maximum

  	
   

  	
   

  	
  +31.50
  mm

  	
   

  	
  150

  	
  %

  



 


If actual Adjusted
Operating Income results fall between the performance levels shown above, the
portion of bonus will be prorated accordingly.


25% - REVENUE


	
  PERFORMANCE

  LEVEL

  	
   

  	
  2007 REVENUE

  RANGE

  VARIANCE TO

  TARGET

  	
   

  	
  BONUS AWARD

  AS A % OF

  TARGET

  	
   

  
	
  Below Threshold

  	
   

  	
   

  	
  -77.51
  mm

  	
   

  	
  0

  	
  %

  
	
  Threshold

  	
   

  	
   

  	
  -77.50
  mm

  	
   

  	
  50

  	
  %

  
	
  Tier 1

  	
   

  	
   

  	
  -62.50
  mm

  	
   

  	
  80

  	
  %

  
	
  Tier 2

  	
   

  	
   

  	
  -12.50
  mm

  	
   

  	
  97

  	
  %

  
	
  Tier 3

  	
   

  	
   

  	
  Target

  	
   

  	
  100

  	
  %

  
	
  Tier 4

  	
   

  	
   

  	
  +12.50
  mm

  	
   

  	
  105

  	
  %

  
	
  Tier 5

  	
   

  	
   

  	
  +37.50
  mm

  	
   

  	
  125

  	
  %

  
	
  Maximum

  	
   

  	
   

  	
  +51.15 mm

  	
   

  	
  150

  	
  %

  



 


If actual Revenue
results fall between the Tiers shown above, the portion of bonus will be
prorated accordingly.











BONUS POOL FUNDING


At the end of the year,
the President and Chief Executive Officer of Advanced Medical Optics, Inc. may
recommend adjustments to the bonus funding levels to the Organization,
Compensation and Corporate Governance Committee (the “Committee”) after
consideration of key operating results. 
When calculating Adjusted Operating Income and Revenue performance for
purposes of this Plan, the Committee has the discretion to include or exclude
any or all of the following items:


·      Extraordinary,
unusual or non-recurring items


·      Effects
of accounting changes


·      Effects
of financing activities


·      Expenses
for restructuring or productivity initiatives


·      Other
non-operating items


·      Spending
for acquisitions


·      Effects
of divestitures


BONUS
POOL DIFFERENTIATION BY BUSINESS UNIT/FUNCTION


The target bonus pool is
determined by performance against Adjusted Operating Income (75%) and Revenue (25%).  The factors below will be considered for
allocation of SBU/function bonus pools:


CORPORATE
STAFFS


·      Corporate
Adjusted Operating Income


·      Corporate
Revenue


·      Strategic
metrics and milestones


STRATEGIC
BUSINESS UNITS


·      Business
Unit Adjusted Operating Income


·      Business
Unit Revenue


·      Strategic
metrics


RESEARCH
& DEVELOPMENT, WORLD WIDE MANUFACTURING, GLOBAL CUSTOMER SERVICES, IT


·      Strategic
metrics and milestones











INDIVIDUAL BONUS AWARD
CALCULATION


Target bonus awards are
expressed as a percentage of the participant’s year-end annualized base
salary.  The target percentages for
managers other than corporate officers vary by salary grade:




	
  SALARY GRADE

  	
   

  	
  TARGET
  BONUS

  	
   

  
	
  5E *

  	
   

  	
  5

  	
  %

  
	
  6E *

  	
   

  	
  10

  	
  %

  
	
  7E

  	
   

  	
  15

  	
  %

  
	
  8E

  	
   

  	
  20

  	
  %

  
	
  9E

  	
   

  	
  25

  	
  %

  
	
  10E

  	
   

  	
  30

  	
  %

  
	
  11E

  	
   

  	
  35

  	
  %

  






 


Target percentages or amounts for corporate officers are individually
established by the Committee.


A participant’s actual
bonus award may vary above or below the targeted level based on the supervisor’s
evaluation of his or her performance in relation to the predetermined MBOs.  Each participant may receive from 0% to 150%
of his or her target bonus amount, which may be adjusted upwards or downwards based
on the Company’s relative attainment of the pre-established financial
performance objectives.






* U.S. and Puerto Rico
employees only.