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                                                                    EXHIBIT 10.3










                          ADVANCED MEDICAL OPTICS, INC.

                        2002 EMPLOYEE STOCK PURCHASE PLAN


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                         ADVANCED MEDICAL OPTICS, INC.
                       2002 EMPLOYEE STOCK PURCHASE PLAN


                               TABLE OF CONTENTS


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<S>            <C>                                                                        <C>
ARTICLE I. GENERAL PROVISIONS................................................................1

        1.1    Purposes of the Plan..........................................................1
        1.2    Definitions...................................................................1
        1.3    Stock Subject to the Plan.....................................................6
        1.4    Administration by Committee; Rules and Regulations............................6

ARTICLE II. DESIGNATION OF PARENT AND SUBSIDIARY
               CORPORATIONS..................................................................7

        2.1    Designation of Parent and Subsidiary Corporation..............................7

ARTICLE III. GRANT OF OPTIONS TO ELIGIBLE EMPLOYEES..........................................7

        3.1    Option Grants.................................................................7
        3.2    Exercise of Options; Option Price.............................................9
        3.3    Termination of Employment....................................................11

ARTICLE IV. WITHDRAWAL......................................................................11

        4.1    Withdrawal from the Plan.....................................................11

ARTICLE V. OTHER PROVISIONS.................................................................12

        5.1    Changes in the Stock and Corporate Events; Adjustment of Options.............12
        5.2    Use of Funds; No Interest Paid...............................................13
        5.3    No Rights as an Employee.....................................................13
        5.4    Conditions to Issuance of Stock Certificates.................................13
        5.5    Notification of Disposition..................................................14
        5.6    No Rights of Stockholders until Shares Issued................................14
        5.7    Amendment, Suspension or Termination of the Plan.............................14
        5.8    Restriction upon Assignment..................................................14
        5.9    Effect upon Other Plans......................................................15
        5.10   Dividends....................................................................15
        5.11   Notices......................................................................15
        5.12   Term; Approval by Stockholders...............................................16
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<TABLE>
<S>            <C>                                                                        <C>
        5.13   Headings.....................................................................17
</TABLE>


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                          ADVANCED MEDICAL OPTICS, INC.

                        2002 EMPLOYEE STOCK PURCHASE PLAN


                                   ARTICLE I.
                               GENERAL PROVISIONS

1.1     PURPOSES OF THE PLAN

        Advanced Medical Optics, Inc., a Delaware corporation ("AMO"), hereby
adopts the Advanced Medical Optics, Inc. 2002 Employee Stock Purchase Plan (the
"Plan"), subject to approval by Allergan, Inc., a Delaware corporation
("Allergan"), as the sole stockholder of AMO.

        The purposes of the Plan are as follows:

               (1) To assist eligible employees of AMO and its Designated Parent
        Corporations and Designated Subsidiary Corporations (each as defined
        below) in acquiring ownership of shares of Common Stock of AMO pursuant
        to a plan which is intended to qualify as an "employee stock purchase
        plan," within the meaning of Section 423(b) of the Code (as defined
        below).

               (2) To help such employees provide for their future security and
        to encourage them to remain in the employment of AMO and its Parent
        Corporations and Subsidiary Corporations.

        The Plan is established in anticipation of Allergan's pro rata
distribution to the holders of its common stock, $0.01 par value, of all the
shares of AMO Common Stock owned by Allergan (the "Distribution").

1.2     DEFINITIONS

        Whenever any of the following terms is used in the Plan with the first
letter or letters capitalized, it shall have the following meaning unless
context clearly indicates to the contrary (such definitions to be equally
applicable to both the singular and the plural forms of the terms defined):

        (a) "Account" means the account established for an Eligible Employee
under the Plan with respect to an Offering Period.

        (b) "Agent" means the brokerage firm, bank or other financial
institution, entity or person(s) engaged, retained, appointed or authorized to
act as the agent of AMO or an Employee with regard to the Plan.


<PAGE>

        (c) "Authorization" means an Eligible Employee's payroll deduction
authorization with respect to an Offering Period provided by such Eligible
Employee in accordance with Section 3.1(b).

        (d) "Board" means the Board of Directors of AMO.

        (e) "Change in Control" means the following and shall be deemed to occur
if any of the following events occur after the Distribution Date:

               (i) Any "person," as such term is used in Sections 13(d) and
        14(d) of the Exchange Act (a "Person"), is or becomes the "beneficial
        owner," as defined in Rule 13d-3 under the Exchange Act (a "Beneficial
        Owner"), directly or indirectly, of securities of AMO representing (i)
        20% or more of the combined voting power of AMO's then outstanding
        voting securities, which acquisition is not approved in advance of the
        acquisition or within 30 days after the acquisition by a majority of the
        Incumbent Board (as hereinafter defined) or (ii) 33% or more of the
        combined voting power of AMO's then outstanding voting securities,
        without regard to whether such acquisition is approved by the Incumbent
        Board;

               (ii) Individuals who, as of the date of the Distribution,
        constitute the Board (the "Incumbent Board"), cease for any reason to
        constitute at least a majority of the Board, provided that any person
        becoming a Director subsequent to the date of the Distribution whose
        election, or nomination for election by AMO's stockholders, is approved
        by a vote of at least a majority of the Directors then comprising the
        Incumbent Board (other than an election or nomination of an individual
        whose initial assumption of office is in connection with an actual or
        threatened election contest relating to the election of the Directors of
        AMO, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
        under the Exchange Act) shall, for the purposes of this Plan, be
        considered as though such person were a member of the Incumbent Board of
        AMO;

               (iii) The consummation of a merger, consolidation or
        reorganization involving AMO, other than one which satisfies both of the
        following conditions:

                      (A) a merger, consolidation or reorganization which would
               result in the voting securities of AMO outstanding immediately
               prior thereto continuing to represent (either by remaining
               outstanding or by being converted into voting securities of
               another entity) at least 55% of the combined voting power of the
               voting securities of AMO or such other entity resulting from the
               merger, consolidation or reorganization (the "Surviving
               Corporation") outstanding immediately after such merger,
               consolidation or reorganization and being held in substantially
               the same proportion as the ownership in AMO's voting securities
               immediately before such merger, consolidation or reorganization,
               and

                      (B) a merger, consolidation or reorganization in which no
               Person is or becomes the Beneficial Owner, directly or
               indirectly, of securities of AMO


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               representing 20% or more of the combined voting power of AMO's
               then outstanding voting securities; or

               (iv) Complete liquidation of AMO or a sale of all or
        substantially all of AMO's assets.

        Additionally, notwithstanding the preceding provisions of this
subsection (e), a Change in Control shall not be deemed to have occurred if the
Person described in the preceding provisions of this subsection (e) is (1) an
underwriter or underwriting syndicate that has acquired any of AMO's then
outstanding voting securities solely in connection with a public offering of
AMO's securities, (2) AMO or any subsidiary of AMO or (3) an employee stock
ownership plan or other employee benefit plan maintained by the AMO or any of
its subsidiaries that is qualified under the provisions of the Code. In
addition, notwithstanding the preceding provisions of this subsection (e), a
Change in Control shall not be deemed to have occurred if the Person described
in the preceding provisions of this subsection (e) becomes a Beneficial Owner of
more than the permitted amount of outstanding securities as a result of the
acquisition of voting securities by AMO which, by reducing the number of voting
securities outstanding, increases the proportional number of shares beneficially
owned by such Person, provided, that if a Change in Control would occur but for
the operation of this sentence and such Person becomes the Beneficial Owner of
any additional voting securities (other than through the exercise of options
granted under any stock option plan of AMO or through a stock dividend or stock
split), then a Change in Control shall occur. Notwithstanding the preceding
provisions of this subsection (e), the Distribution shall not be deemed to
constitute a Change in Control.

        (f) "Code" means the Internal Revenue Code of 1986, as amended. Where
the context so requires, a reference to a particular Code section shall also
refer to any successor provision of the Code to such section.

        (g) "Committee" means the committee of the Board appointed to administer
the Plan pursuant to Section 1.4.

        (h) "Common Stock" means the shares of AMO's Common Stock, $0.01 par
value.

        (i) "Compensation" of an Employee means such Employee's base earnings,
and commissions and similar incentive compensation, payable to an Eligible
Employee by AMO, any Designated Parent Corporation or any Designated Subsidiary
Corporation on each Payday as compensation for services rendered, before any
reduction elected by an Eligible Employee under a Code Section 401(k) cash or
deferred arrangement or a Code Section 125 cafeteria plan.

        (j) "Date of Exercise" of any Option means the date on which such Option
is exercised, which shall be the last day of the Offering Period with respect to
which the Option was granted, in accordance with Section 3.2(a) (except as
provided in Section 5.1).

        (k) "Date of Grant" of any Option means the date on which such Option is
granted, which shall be the first day of the Offering Period with respect to
which the Option was granted, in accordance with Section 3.1(a).


                                       3
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        (l) "Designated Parent Corporation" means any Parent Corporation
designated by the Board in accordance with Section 2.1.

        (m) "Designated Subsidiary Corporation" means any Subsidiary Corporation
designated by the Board in accordance with Section 2.1.

        (n) "Disability" means any mental or physical condition which, in the
judgment of the Committee, based on such competent medical evidence as the
Committee may require, renders an individual unable to engage in any substantial
gainful activity for AMO, or any Designated Parent Corporation or any Designated
Subsidiary Corporation for which he or she is reasonably fitted by education,
training, or experience and which condition can be expected to result in death
or which has lasted or can be expected to last for a continuous period of at
least twelve (12) months. The determination by the Committee, upon opinion of a
physician selected by the Committee, as to whether an Employee has incurred a
Disability shall be final and binding on all persons. If the employment of an
Employee terminates upon the expiration of such Employee's medical leave of
absence in accordance with the medical leave of absence policies of AMO or the
Parent Corporation or Subsidiary Corporation employing such individual, as in
effect as of the effective date of the Plan, such termination of employment
shall be deemed to be due to a Disability.

        (o) "Distribution Date" means the date the Distribution (as defined in
Section 1.1) is effective.

        (p) "Eligible Employee" means an Employee of AMO, any Designated Parent
Corporation or any Designated Subsidiary Corporation who does not, immediately
after the Option is granted, own (directly or through attribution) stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of Common Stock or other stock of AMO, a Parent Corporation or a
Subsidiary Corporation (as determined under Section 423(b)(3) of the Code). For
purposes of the foregoing, the rules of Section 424(d) of the Code with regard
to the attribution of stock ownership shall apply in determining the stock
ownership of an individual, and stock which an Employee may purchase under
outstanding options shall be treated as stock owned by the Employee.

        (q) "Employee" means an individual who renders services to AMO, a Parent
Corporation or a Subsidiary Corporation in the status of an "employee," within
the meaning of Code Section 3401(c). "Employee" shall not include any director
of AMO, a Parent Corporation or a Subsidiary Corporation who does not render
services to AMO, a Parent Corporation or a Subsidiary Corporation in the status
of an "employee," within the meaning of Code Section 3401(c). During a leave of
absence meeting the requirements of Treasury Regulation Section 1.421-7(h)(2),
an individual shall be treated as an Employee of AMO or the Parent Corporation
or Subsidiary Corporation employing such individual immediately prior to such
leave.

        (r) "Exchange Act" means the Securities Exchange Act of 1934, as
amended. Where the context so requires, a reference to a particular section of
the Exchange Act shall also refer to any successor provision to such section.


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        (s) "Fair Market Value" means: (a) the closing price of a share of
Common Stock on the principal exchange on which shares of Common Stock are then
trading, if any (or as reported on any composite index which includes such
principal exchange), on the trading day previous to such date, or if shares were
not traded on the trading day previous to such date, then on the next preceding
date on which a trade occurred, or (b) if Common Stock is not traded on an
exchange but is quoted on Nasdaq or a successor quotation system, the mean
between the closing representative bid and asked prices for the Common Stock on
the trading day previous to such date as reported by Nasdaq or such successor
quotation system, or (c) if Common Stock is not publicly traded on an exchange
and not quoted on Nasdaq or a successor quotation system, the Fair Market Value
of a share of Common Stock as established by the Committee acting in good faith.

        (t) "International Purchase Plan" means the Advanced Medical Optics,
Inc. 2002 International Stock Purchase Plan.

        (u) "Offering Period" means each six-month period commencing on any
April 1 and October 1 on or after the date of adoption of the Plan. Options
shall be granted on the Date of Grant and exercised on the Date of Exercise, as
provided in Sections 3.1(a) and 3.2(a), respectively.

        (v) "Option" means an option to purchase shares of Common Stock granted
under the Plan to an Eligible Employee in accordance with Section 3.1(a).

        (w) "Option Price" means the option price per share of Common Stock
determined in accordance with Section 3.2(b).

        (x) "Parent Corporation" means any corporation, other than AMO, in an
unbroken chain of corporations ending with AMO if, at the time of the granting
of the Option, each of the corporations other than AMO owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

        (y) "Payday" means the regular and recurring established day for payment
of Compensation to an Employee of AMO, any Parent Corporation or any Subsidiary
Corporation.

        (z) "Plan" means the Advanced Medical Optics, Inc. 2002 Employee Stock
Purchase Plan.

        (aa) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act, or, where the context so requires,
any successor provision to such Rule 16b-3.

        (bb) "Subsidiary Corporation" means any corporation, other than AMO, in
an unbroken chain of corporations beginning with AMO if, at the time of the
granting of the Option, each of the corporations other than the last corporation
in an unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.


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1.3     STOCK SUBJECT TO THE PLAN

        (a) Subject to the provisions of Section 5.1 (relating to adjustments
upon changes in the Common Stock) and Section 5.7 (relating to amendments of the
Plan), the aggregate number of shares of Common Stock that may be sold pursuant
to Options granted under the Plan shall not exceed (i) the number determined in
accordance with subsection (b) below, less (ii) the number of shares of Common
Stock sold pursuant to options granted under the International Purchase Plan.

        (b) The aggregate number of shares of Common Stock that may be sold
pursuant to Options granted under the Plan (before deduction for shares of
Common Stock sold pursuant to options granted under the International Purchase
Plan, in accordance with subsection (a) above) shall be determined as follows:

               (i) Initially, the lesser of

                      (A) two hundred ninety thousand (290,000) shares of Common
               Stock, or

                      (B) one percent (1%) of the shares of Common Stock
               outstanding as of the Distribution Date.

               (ii) The number of shares set forth in subparagraph (i) shall be
        increased each October 1 beginning October 1, 2003 and ending (and
        including) October 1, 2011, by the lesser of

                      (A) two hundred ninety thousand (290,000) shares of Common
               Stock, or

                      (B) one percent (1%) of the shares of Common Stock
               outstanding as of the last day of the second quarter of the then
               current year as reported on AMO's Form 10-Q for such quarter;

        provided, however, that the Board may, by resolution adopted prior to
        such October 1, substitute a lower number for that provided pursuant to
        clauses (A) and (B) of this subparagraph (ii).

        (c) The shares of Common Stock sold pursuant to Options granted under
the Plan may be newly issued shares or treasury shares of Common Stock, or
shares of Common Stock bought on the New York Stock Exchange or other nationally
recognized exchange, or other market.

1.4     ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS

        (a) Appointment of Committee. The Plan shall be administered by the
Committee, which shall be appointed by the Board and which shall be composed of
not less than two members of the Board, each of whom shall be a "non-employee
director" within the meaning of


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Rule 16b-3. Each member of the Committee shall serve for a term commencing on a
date specified by the Board and continuing until the member dies, resigns or is
removed from office by the Board. The Committee in its discretion may utilize
the services of an agent to assist in the administration of the Plan, including
establishing and maintaining an individual securities account under the Plan for
each Employee.

        (b) Duties and Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of the Plan in accordance with
the provisions of the Plan. The Committee shall have the power to interpret the
Plan and the terms of the Options and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. In its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under the Plan.

        (c) Majority Rule. The Committee shall act by a majority of its members
in office. The Committee may act either by vote at a meeting or by a memorandum
or other written instrument signed by a majority of the Committee.

        (d) Compensation; Professional Assistance; Good Faith Actions. All
expenses and liabilities incurred by members of the Committee in connection with
the administration of the Plan shall be borne by AMO. The Committee may employ
attorneys, consultants, accountants, appraisers, brokers or other persons. The
Committee, AMO and its officers and directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon all Employees, AMO and all other interested persons. No
member of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or the Options,
and all members of the Committee shall be fully protected by AMO in respect to
any such action, determination, or interpretation.

                                   ARTICLE II.
                DESIGNATION OF PARENT AND SUBSIDIARY CORPORATIONS

2.1     DESIGNATION OF PARENT AND SUBSIDIARY CORPORATION

        The Board shall designate from among the Parent Corporations and
Subsidiary Corporations, as determined from time to time, those corporations
whose Employees shall be eligible to be granted Options under the Plan. The
Board may designate a Parent Corporation or Subsidiary Corporation, or terminate
the designation of a Parent Corporation or Subsidiary Corporation, without the
approval of the stockholders of AMO.

                                  ARTICLE III.
                     GRANT OF OPTIONS TO ELIGIBLE EMPLOYEES

3.1     OPTION GRANTS

        (a) Option Grants. AMO shall grant Options under the Plan to all
Eligible Employees in successive Offering Periods until the earlier of: (i) the
date on which the aggregate


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number of shares of Common Stock available under the Plan have been sold, or
(ii) the date on which the Plan is suspended or terminates. Each Employee who is
an Eligible Employee on the first day of an Offering Period shall be granted an
Option with respect to such Offering Period. The Date of Grant of such an Option
shall be the first day of the Offering Period with respect to which such Option
was granted. Each Option shall expire on the Date of Exercise immediately after
the automatic exercise of the Option in accordance with Section 3.2(a), unless
such Option terminates earlier in accordance with Section 3.3, 4.1 or 5.1. The
number of shares of Common Stock subject to an Eligible Employee's Option shall
equal the cumulative payroll deductions from Compensation authorized by such
Eligible Employee in accordance with subsection (b) for the Offering Period (if
any), divided by the Option Price; provided, however, that the number of shares
of Common Stock subject to such Option shall not exceed ten thousand (10,000)
shares; and, provided, further, that the number of shares of Common Stock
subject to such Option shall not exceed the number determined in accordance with
subsection (c). AMO shall not grant an Option with respect to an Offering Period
to any individual who is not an Eligible Employee on the first day of such
Offering Period.

        (b) Election to Participate; Payroll Deduction Authorization.

               (i) An Eligible Employee shall participate in the Plan only by
        means of payroll deduction from Compensation.

               (ii) Each Eligible Employee who elects to participate in the Plan
        with respect to an Offering Period shall deliver to AMO, not later than
        such date as the Committee in its discretion may prescribe for such
        purpose (which date shall not be later than ten (10) days after the
        first day of the Offering Period), a completed and executed written
        Authorization in a form prepared by the Committee. An Eligible
        Employee's Authorization shall give notice of such Eligible Employee's
        election to participate in the Plan for the Offering Period with respect
        to which it is submitted (and subsequent Offering Periods) and shall
        designate a whole percentage of such Eligible Employee's Compensation to
        be withheld by AMO or the Designated Parent Corporation or Designated
        Subsidiary Corporation employing such Eligible Employee on each Payday
        during the Offering Period. An Eligible Employee may designate any whole
        percentage of Compensation which is not less than one percent (1%) and
        not more than ten percent (10%).

               (iii) An Eligible Employee's Compensation payable during an
        Offering Period shall be reduced each Payday through payroll deduction
        in an amount equal to the percentage specified in the Authorization, and
        such amount shall be credited to such Eligible Employee's Account under
        the Plan. An Eligible Employee's Payroll deductions shall commence as
        soon as reasonably practicable after receipt by AMO of the Eligible
        Employee's Authorization. If payroll deductions commence later than the
        first Payday during the Offering Period, then the Eligible Employee's
        first payroll deduction during the Offering Period shall be increased to
        include the amounts that would have been deducted had the Eligible
        Employee's payroll deductions commenced on the first Payday during the
        Offering Period.


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<PAGE>

               (iv) An Eligible Employee may change the percentage of
        Compensation designated in the Authorization (subject to the limits of
        this subsection (b)) not more than two (2) times during the Offering
        Period, or may suspend the Authorization (i.e., change the percentage of
        Compensation designated in the Authorization to zero) at any time during
        the Offering Period, provided, however, that once the Authorization is
        suspended no further percentage changes shall be permitted during the
        Offering Period, and, provided, further, that any such change or
        suspension shall become effective not later than ten (10) days after
        receipt by AMO.

               (v) Any Authorization shall remain in effect for each subsequent
        Offering Period, unless the Eligible Employee submits a new
        Authorization pursuant to this subsection (b), withdraws from the Plan
        pursuant to Section 4.1, ceases to be an Eligible Employee as defined in
        Section 1.2(p) or terminates employment as provided in Section 3.3.

        (c) $25,000 Limitation. No Eligible Employee shall be granted an Option
under the Plan which permits his rights to purchase shares of Common Stock under
the Plan, together with other options to purchase shares of Common Stock or
other stock under all other employee stock purchase plans of AMO, any Parent
Corporation or any Subsidiary Corporation subject to Section 423 of the Code, to
accrue at a rate which exceeds $25,000 of the Fair Market Value of such shares
of Common Stock or the fair market value of other stock (determined at the time
the Option or other option is granted) for each calendar year in which the
Option is outstanding at any time. For purpose of the limitation imposed by this
subsection (c), (i) the right to purchase shares of Common Stock or other stock
under an Option or other option accrues when the Option or other option (or any
portion thereof) first becomes exercisable during the calendar year, (ii) the
right to purchase shares of Common Stock or other stock under an Option or other
option accrues at the rate provided in the Option or other option, but in no
case may such rate exceed $25,000 of the Fair Market Value of such Common Stock
or the fair market value of other stock (determined at the time such Option or
other option is granted) for any one calendar year, and (iii) a right to
purchase Common Stock or other stock which has accrued under an Option or other
option may not be carried over to any Option or other option. This limitation
shall be applied in accordance with Section 423(b)(8) of the Code and the
Treasury Regulations thereunder, and shall automatically adjust if and to the
extent that the dollar amount of this limitation is changed by statute or
regulation.

3.2     EXERCISE OF OPTIONS; OPTION PRICE

        (a) Option Exercise. Each Employee automatically and without any act on
such Employee's part shall be deemed to have exercised such Employee's Option on
the Date of Exercise to the extent that the balance then in the Employee's
Account is sufficient to purchase, at the Option Price, shares of the Common
Stock subject to the Option (including fractional shares).

        (b) Option Price Defined. The option price per share of Common Stock
(the "Option Price") to be paid by an Employee upon the exercise of the
Employee's Option shall be equal to


                                       9
<PAGE>

85% of the lesser of: (i) the Fair Market Value of a share of Common Stock on
the Date of Exercise and (ii) the Fair Market Value of a share of Common Stock
on the Date of Grant.

        (c) Book Entry/Share Certificates. As soon as reasonably practicable
after the purchase of shares of Common Stock upon the exercise of an Option by
an Employee, AMO shall issue the shares of Common Stock to such Employee and
such shares shall be held in the custody of the Agent for the benefit of the
Employee. AMO or the Agent shall make an entry on its books and records
indicating that the shares of Common Stock purchased in connection with such
exercise (including any fractional share) have been duly issued as of that date
to such Employee. An Employee (or former Employee) shall have the right at any
time to request in writing a certificate or certificates for all or a portion of
the shares of Common Stock purchased hereunder, or to request in writing that
such shares be transferred to the custody of another brokerage firm, bank or
other financial institution to be held in an account of such Employee (or former
Employee). Subject to Section 5.5, upon receipt of an Employee's (or former
Employee's) written request for any such certificate or any such transfer, AMO
shall (or shall cause the Agent to), as soon as reasonably practicable after the
date of such receipt, deliver any such certificate to the Employee (or former
Employee) or transfer any such shares. Nothing in this subsection (c) shall
prohibit the sale or other disposition by an Employee (or former Employee) of
shares of Common Stock purchased hereunder. In the event AMO is required to
obtain authority from any commission or agency to issue any certificate or
certificates for all or a portion of the shares of Common Stock purchased
hereunder, AMO shall seek to obtain such authority as soon as reasonably
practicable.

        (d) Pro Rata Allocations. If the total number of shares of Common Stock
for which Options under this Plan or options under the International Purchase
Plan are to be exercised on any date exceeds the number of shares of Common
Stock remaining available for sale under the Plan and the International Purchase
Plan on such date,

               (i) the Committee shall make a pro rata allocation of the
        available remaining shares of Common Stock, in as nearly a uniform
        manner as shall be practicable, in proportion to the number of shares of
        Common Stock that would otherwise be issuable to participants under the
        Plan and under the International Purchase Plan, and

               (ii) for each Employee, AMO or the Parent Corporation or
        Subsidiary Corporation employing the Employee shall pay to the Employee
        the balance of the amount credited to the such Employee's Account which
        has not been applied to the purchase of shares of Common Stock, in one
        lump sum in cash not later than thirty (30) days after the Date of
        Exercise, without any interest thereon.

        (e) Information Statement. AMO shall provide each Employee (or former
Employee) whose Option is exercised with an information statement in accordance
with Section 6039(a) of the Code and the Treasury Regulations thereunder. AMO
shall maintain a procedure for identifying certificates of shares of Common
Stock sold upon the exercise of Options in accordance with Section 6039(b) of
the Code.


                                       10
<PAGE>

3.3     TERMINATION OF EMPLOYMENT

        (a) Termination of Employment Other than by Death or Disability. If the
employment of an Employee with AMO, the Parent Corporation and the Subsidiary
Corporation terminates other than by death or Disability, the Employee's
participation in the Plan automatically and without any act on the Employee's
part shall terminate as of the date of the termination of the Employee's
employment. As soon as reasonably practicable after such a termination of
employment, AMO or the Parent Corporation or Subsidiary Corporation employing
the Employee shall pay to the Employee the amount credited to the Employee's
Account in one lump sum payment in cash, without any interest thereon. Upon an
Employee's termination of employment covered by this subsection (a), the
Employee's Authorization and Option under the Plan shall terminate.

        (b) Termination by Death. If the employment of an Employee is terminated
by the Employee's death, the executor of the Employee's will or the
administrator of the Employee's estate, by written notice to AMO, may request
payment of the balance in the Employee's Account, in which event AMO or the
Parent Corporation or Subsidiary Corporation employing the Employee shall pay
the amount credited to the Employee's Account in one lump sum payment in cash,
without any interest thereon, as soon as reasonably practicable after receipt of
such notice. Upon receipt of such notice, the Employee's Authorization and
Option under the Plan shall terminate. If AMO does not receive such notice prior
to the next Date of Exercise, the Employee's Option shall be deemed to have been
exercised on such Date of Exercise by the Employee's estate.

        (c) Termination by Disability. If the employment of an Employee is
terminated due to the Employee's Disability, the Employee, by written notice to
AMO, may request payment of the balance in the Employee's Account, in which
event AMO or the Parent Corporation or Subsidiary Corporation employing the
Employee shall pay the amount credited to the Employee's Account in one lump sum
payment in cash, without any interest thereon, as soon as reasonably practicable
after receipt of such notice. Upon receipt of such notice, the Employee's
Authorization and Option under the Plan shall terminate. If AMO does not receive
such notice prior to the next Date of Exercise, the Employee's Option shall be
deemed to have been exercised on such Date of Exercise by the Employee.

                                   ARTICLE IV.
                                   WITHDRAWAL

4.1     WITHDRAWAL FROM THE PLAN

        (a) Withdrawal Election. An Employee may withdraw from participation
under the Plan at any time, except that an Employee may not withdraw during the
last ten (10) days of any Offering Period. An Employee electing to withdraw from
the Plan must deliver to AMO a notice of withdrawal in a form prepared by the
Committee (the "Withdrawal Election"), not later than ten (10) days prior to the
Date of Exercise for such Offering Period. Upon receipt of an Employee's
Withdrawal Election, AMO or the Parent Corporation or Subsidiary Corporation
employing the Employee shall pay to the Employee the amount credited to the
Employee's


                                       11
<PAGE>

Account in one lump sum payment in cash, without any interest thereon, as soon
as reasonably practicable after receipt of the Employee's Withdrawal Election.
Upon receipt of an Employee's Withdrawal Election by AMO, the Employee shall
cease to participate in the Plan and the Employee's Option for such Offering
Period shall terminate.

        (b) Eligibility following Withdrawal. An Employee who withdraws from the
Plan with respect to an Offering Period, and who is an Eligible Employee on the
first day of a subsequent Offering Period, may elect to participate in the Plan
for such subsequent Offering Period by delivering to AMO an Authorization
pursuant to Section 3.1(b).

                                   ARTICLE V.
                                OTHER PROVISIONS

5.1     CHANGES IN THE STOCK AND CORPORATE EVENTS; ADJUSTMENT OF OPTIONS

        (a) Subject to subsections (b) and (c) below, (i) if the outstanding
shares of Common Stock are increased, decreased or exchanged for a different
number or kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed in respect of such shares
of Common Stock (or any stock or securities received with respect to such Common
Stock), through merger, consolidation, sale or exchange of all or substantially
all of the properties of AMO, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, spin-off or
other distribution with respect to such shares of Common Stock (or any stock or
securities received with respect to such Common Stock), or (ii) if the value of
the outstanding shares of Common Stock is reduced by reason of an extraordinary
cash dividend, an appropriate and proportionate adjustment shall be made in (x)
the maximum number and kind of shares of Common Stock (or other securities or
property) which may be sold or purchased pursuant to Options (including the
maximum amounts referred to in Section 1.3 and Section 3.1(a)), (y) the number
and kind of shares of Common Stock (or other securities or property) subject to
outstanding Options, and (z) the exercise price with respect to any Option.

        (b) Subject to subsection (c) below, in addition to the adjustments
permitted by subsection (a) above, upon the occurrence of a Change in Control
the Committee shall provide that all outstanding Options shall (i) continue as
Options, (ii) be assumed by the successor or survivor corporation, or a parent
or subsidiary thereof, or (iii) be substituted for by similar options, covering
the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices. In the event that all outstanding Options do not continue as Options or
are not assumed or substituted for as provided in the preceding sentence, the
Committee shall provide that all outstanding Options shall be exercised
immediately prior to the Change in Control and such Options shall terminate
immediately after such exercises.

        (c) No adjustment or action described in this Section 5.1 or in any
other provision of the Plan shall be authorized to the extent that such
adjustment or action would cause the Plan to fail to satisfy the requirements of
Section 423 of the Code. Furthermore, no such adjustment or action shall be
authorized to the extent such adjustment or action would result in short-swing
profits liability under Section 16 of the Exchange Act, or violate the exemptive
conditions of


                                       12
<PAGE>

Rule 16b-3 unless the Committee determines that the Option is not to comply with
such exemptive conditions. The number of shares of Common Stock subject to any
Option shall always be rounded down to the next whole number.

        (d) The existence of the Plan and the Options granted hereunder shall
not affect or restrict in any way the right or power of AMO or the stockholders
of AMO to make or authorize any adjustment, recapitalization, reorganization or
other change in AMO's capital structure or its business, any merger or
consolidation of AMO, any issue of stock or of options, warrants or rights to
purchase stock or of bonds, debentures, preferred or prior preference stocks
whose rights are superior to or affect the Common Stock or the rights thereof
which are convertible into or exchangeable for Common Stock, or the dissolution
or liquidation of AMO, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

5.2     USE OF FUNDS; NO INTEREST PAID

        All funds received or held by AMO under the Plan shall be included in
the general funds of AMO free of any trust or other restriction and may be used
for any corporate purpose. No interest will be paid to any Employee or credited
to any Employee's Account with respect to such funds.

5.3     NO RIGHTS AS AN EMPLOYEE

        Nothing in the Plan shall be construed to give any person (including any
Eligible Employee) the right to remain in the employ of AMO, a Parent
Corporation or a Subsidiary Corporation or to affect the right of AMO, any
Parent Corporation or any Subsidiary Corporation to terminate the employment of
any person (including any Eligible Employee) at any time, with or without cause.

5.4     CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

        AMO shall not be required to issue or deliver any certificate or
certificates for shares of Common Stock purchased upon the exercise of Options
prior to fulfillment of all the following conditions:

        (a) The admission of such shares to listing on all stock exchanges, if
any, on which is then listed; and

        (b) The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Committee shall, in its absolute discretion, deem necessary or
advisable; and

        (c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and


                                       13
<PAGE>

        (d) The payment to AMO of all amounts which it is required to withhold
under federal, state or local law upon exercise of the Option; and

        (e) The lapse of such reasonable period of time following the exercise
of the Option as the Committee may from time to time establish for reasons of
administrative convenience.

5.5     NOTIFICATION OF DISPOSITION

        Each Employee and each former Employee shall give prompt notice to AMO
of any disposition or other transfer of any shares of Common Stock purchased
upon exercise of an Option if such disposition or transfer is made: (a) within
two (2) years from the Date of Grant of the Option, or (b) within one (1) year
after the transfer of such shares of Common Stock to such person upon exercise
of such Option. Such notice shall specify the date of such disposition or other
transfer and the amount realized, in cash, other property, assumption of
indebtedness or other consideration, by the Employee (or former Employee) in
such disposition or other transfer.

5.6     NO RIGHTS OF STOCKHOLDERS UNTIL SHARES ISSUED

        With respect to shares of Common Stock subject to an Option, an Employee
shall not be deemed to be a stockholder of AMO, and the Employee shall not have
any of the rights or privileges of a stockholder, until such shares have been
issued to the Employee or his or her nominee following exercise of the
Employee's Option. No adjustments shall be made for dividends (ordinary or
extraordinary, whether in cash securities, or other property) or distribution or
other rights for which the record date occurs prior to the date of such
issuance, except as otherwise expressly provided herein.

5.7     AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

        The Board may amend, suspend, or terminate the Plan at any time and from
time to time; provided that approval by a vote of the holders of the outstanding
shares of AMO's capital stock entitled to vote shall be required to amend the
Plan (a) to change the number of shares of Common Stock that may be sold
pursuant to Options under the Plan, or (b) in any manner that would require the
approval of the stockholders in order for the Plan to qualify as an "employee
stock purchase plan" within the meaning of Section 423(b) of the Code; and,
provided, further, that, except as provided in Section 5.1(b), no amendment,
suspension or termination of the Plan shall be permitted that would abbreviate
the Offering Period then in effect, unless required in order for the Plan to
qualify as an "employee stock purchase plan" within the meaning of Section
423(b) of the Code.

5.8     RESTRICTION UPON ASSIGNMENT

        An Option granted under the Plan shall not be transferable other than by
will or the laws of descent and distribution, and is exercisable during the
Employee's lifetime only by the Employee. Except as provided in Section 3.3(b),
an Option may not be exercised to any extent except by the Employee. AMO shall
not recognize and shall be under no duty to recognize any assignment or
alienation of the Employee's interest in the Plan, the Employee's Option or any
rights under the Employee's Option.


                                       14
<PAGE>

5.9     EFFECT UPON OTHER PLANS

        The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for AMO, any Parent Corporation or any Subsidiary
Corporation. Nothing in this Plan shall be construed to limit the right of AMO,
any Parent Corporation or any Subsidiary Corporation to: (a) establish any other
forms of incentives or compensation for employees of AMO, any Parent Corporation
or any Subsidiary Corporation or (b) grant or assume options otherwise than
under the Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.

5.10    DIVIDENDS

        (a) If and to the extent the Agent holds in its custody Common Stock
purchased hereunder, cash dividends and other cash distributions received by the
Agent with respect to Common Stock held in its custody hereunder will be
credited to each Employee's Account in accordance with such Employee's interests
in such Common Stock, and shall be applied, as soon as reasonably practicable
after the receipt thereof by the Agent and except to the extent the Employee
directs otherwise, to the purchase in the open market at prevailing market
prices of the number of whole shares of Common Stock that may be purchased with
such funds (after deductions of any bank service fees, brokerage charges,
transfer taxes, and any other transaction fee, expense or cost payable in
connection with the purchase of such shares of Common Stock and not otherwise
paid by AMO).

        (b) All purchases of shares of Common Stock made pursuant to this
Section 5.10 will be made in the name of the Agent or its nominee, and shall be
transferred and credited to the Account(s) of the Employees to which such
dividends or other distributions were credited. Dividends paid in the form of
shares of Common Stock will be allocated by the Agent, as and when received,
with respect to Common Stock held in its custody hereunder to the Account of
each Employee in accordance with such Employee's interests in such Common Stock.
Property, other than Common Stock or cash, received by the Agent as a
distribution on Common Stock held in its custody hereunder, shall be sold by the
Agent for the accounts of Employees, and the Agent shall treat the proceeds of
such sale in the same manner as cash dividends received by the Agent on Common
Stock held in its custody hereunder.

5.11    NOTICES

        Any notice to be given under the terms of the Plan to AMO shall be
addressed to AMO in care of its Secretary and any notice to be given to any
Employee shall be addressed to such Employee at such Employee's last address as
reflected in AMO's records. By a notice given pursuant to this Section 5.11,
either party may designate a different address for notices to be given to it,
him or her. Any notice which is required to be given to an Employee shall, if
the Employee is then deceased, be given to the Employee's personal
representative if such representative has previously informed AMO of his status
and address by written notice under this Section 5.11. Any notice shall have
been deemed duly given if enclosed in a properly sealed


                                       15
<PAGE>

envelope or wrapper addressed as aforesaid at the time it is deposited (with
postage prepaid) in a post office or branch post office regularly maintained by
the United States Postal Service.

5.12    TERM; APPROVAL BY STOCKHOLDERS

        The Plan shall be submitted for approval by Allergan, as sole
stockholder of AMO, after the date of the Board's initial adoption of the Plan
but in any event prior to the Distribution Date and in any event within twelve
(12) months before or after the date of the adoption of the Plan by the Board.
The Plan shall become effective on the latest of (i) the date of its adoption by
the Board or (ii) the date of its approval by Allergan, as sole stockholder of
AMO. Subject to stockholder approval in accordance with this Section 5.12, the
Plan shall be in effect until the tenth (10th) anniversary of the date of
adoption of the Plan by the Board, unless sooner terminated in accordance with
Section 5.7. No Option may be granted during any period of suspension of the
Plan or after termination of the Plan. If the Plan is adopted by the Board prior
to stockholder approval, Options may be granted prior to stockholder approval;
provided, however, that such Options shall not be exercisable prior to the time
when the Plan obtains stockholder approval; and, provided, further, that if
stockholder approval has not been obtained within the 12-month period described
above, all Options previously granted under the Plan shall thereupon terminate
without being exercised.

               [Remainder of this page intentionally left blank.]



                                       16
<PAGE>

5.13    HEADINGS

        Headings are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of the Plan.


                                  * * * * * * *

        I hereby certify that the Advanced Medical Optics, Inc. 2002 Employee
Stock Purchase Plan was adopted by the Board of Directors of Advanced Medical
Optics, Inc. on __________, 2002.

        Executed at __________, California on this ___ day of _______, 2002.


                                        ________________________________________
                                        Secretary


                                  * * * * * * *

        I hereby certify that the Advanced Medical Optics, Inc. 2002 Employee
Stock Purchase Plan was approved by Allergan, Inc., as sole stockholder of
Advanced Medical Optics, Inc. on _________________, 2002.

        Executed at ____________, California on this ___ day of _______, 2002.


                                        ________________________________________
                                        Secretary



                                       17