**EXHIBIT 10.9(d)**

** **

**THIRDAMENDMENT**

**TO**

**ADVANCEDMEDICAL OPTICS, INC.**

**401(K) PLAN**

 

TheADVANCED MEDICAL OPTICS, INC.401(k) PLAN (the “Plan”) is hereby amendedas follows:

 

I.                                         Section 2.20 of the Plan is amended byrenumbering subsection (g) as subsection (i) and by adding the following newsubsection (g):

 

(g)         AnEligible Employee whose employment was transferred from Pfizer Inc. or asubsidiary of Pfizer Inc. to the Company in connection with the *Stock and Asset Purchase Agreement between PfizerInc. and Advanced Medical Optics, Inc. dated as of April 21, 2004*, as amended (the “Stock and AssetPurchase Agreement”), and who is classified or identified as such in thepayroll records of the Company or in the Stock and Asset Purchase Agreement,**hereinafter referred to as a “PfizerTransferred Employee” for purposes of this paragraph, shall receive additionalCredited Service for any accrued service under the qualified plans of PfizerInc. or a subsidiary of Pfizer Inc. but only to the extent required under theStock and Asset Purchase Agreement.

 

II.                                     Section 2.20 of the Plan is amended further byadding the following new subsection (h):

 

(h)                         AnEligible Employee in the United States who was employed by Visx Incorporated orany of its subsidiaries on May 27, 2005, and who is classified or identified assuch in the payroll records of the Company or in the *Agreement and Plan of Merger between Visx Incorporated, Vault MergerCorporation and Advanced Medical Optics, Inc. dated as of November 9, 2004*(the “Merger Agreement”),**hereinafterreferred to as a “Visx Transferred Employee” for purposes of this paragraph,**or an Eligible Employee whose employment withVisx Incorporated or any of its subsidiaries in the United States wasterminated before May 27, 2005, hereinafter referred to as a “Former VisxEmployee” for purposes of this paragraph, shall receive additional CreditedService under the Plan determined as follows:

 

(i)             AVisx Transferred Employee shall receive Credited Service for any period ofemployment with Visx Incorporated or any of its subsidiaries in the UnitedStates but only to the extent required under the Merger Agreement.

 

(ii)          AFormer Visx Employee whose Employment Commencement Date is both prior to May 26,2010 and within five (5) years of his or her Severance Date (as such term isdefined under this 

 

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Plan) from Visx Incorporated or any of itssubsidiaries in the United States shall receive Credited Service for any periodof employment with Visx Incorporated or any of its subsidiaries in the UnitedStates, but only to the extent that such Former Visx Employee would havereceived Credited Service for such period(s) of employment or military serviceunder the rules set forth in paragraphs (b), (c), (d), and (i) of this Sectionhad he or she been employed by the Company during such period(s) or on amilitary leave of absence from the Company.

 

(iii)                                   Notwithstandingsubparagraphs (i) and (ii) above, a Visx Transferred Employee or Former VisxEmployee shall not receive duplicative credit for any period of employment withVisx Incorporated or any of its subsidiaries in the United States undersubparagraph (i) and subparagraph (ii) above.

 

III.                                 Section 4.9 of the Plan is amended by adding thefollowing new subsection (g):

 

(g)                                Notwithstandingparagraph (a) above, a former Eligible Employee pursuant to procedures as theCommittee may prescribe (either in writing or practice) and subject to theprovisions of this paragraph (g), may make a Direct Rollover Contribution or aParticipant Rollover Contribution of an Eligible Rollover Distribution from theVisx Incorporated 401(k) Plan to the Plan. A Rollover Contribution madepursuant to this paragraph (g) shall be held in a separate Rollover Account forthe former Eligible Employee, shall not be considered a Participant Deposit,and shall not share in any allocations of Company Contributions or Forfeituresunder Section 6.3.

 

IV.                                 Section 5.3 is amended by renumbering subsection(d) as subsection (e) and by adding the following new subsection (d):

 

(d)                                Forthe 2005 Plan Year, the Company shall contribute and allocate, for eachParticipant set forth in Appendix C – Special Provisions for TransferredPharmacia Employees, which is hereby attached and made a part of the Plan, aProfit Sharing Contribution in addition to the Profit-Sharing Contributiondescribed in subsection (c) above which, when added to Forfeitures availableafter the application of Section 6.3, is equal to the allocation amount setforth for each such Participant in the attached Appendix C.

 

V.                                     Section 6.3(c) of the Plan is amended as follows:

 

(c)                                 ProfitSharing Contributions shall be allocated to the Profit Sharing Accounts ofeligible Participants at such times and in such amounts as provided in Section5.3(c) and 5.3(d).

 

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VI.                                 Section 8.6(a) of the Plan is amended as follows:

 

(a)                                 Inno event shall any benefits under the Plan, including benefits upon retirement,Severance, or Disability, be paid (or commence to be paid) to a Participantprior to Normal Retirement Age unless the Participant consents in writing tothe payment (or commencement of payment) of such benefits prior to NormalRetirement Age. Notwithstanding the foregoing, the provisions of this paragraphshall not apply (i) following the Participant’s death, or (ii) withrespect to a lump sum distribution of the vested portion of a Participant’sAccounts if the total amount of such vested portion does not exceed $1,000($5,000 for distributions made prior to March 28, 2005). For purposes ofclause (ii), Rollover Contributions and the earnings thereon, shall beincluded in determining the value of the vested portion of a Participant’sAccount for distributions made after December 31, 2001 with respect toParticipants who incur a Severance after December 31, 2001.

 

VII.                             Section 8.4 of Appendix A of the Plan is amended as follows:

 

8.4                                PlanSection 8.6(a). Notwithstanding the provisions of PlanSection 8.6(a) entitled “Distribution Rules,” in the case of a PuertoRico-based Participant in no event shall any benefits under the Plan, includingbenefits upon retirement, Severance, or Disability, be paid (or commence to bepaid) to a participant prior to the “Consent Date” (as defined herein) unlessthe Participant consents in writing to the payment (or commencement of payment)of such benefits prior to said Consent Date. As used herein, the term “ConsentDate” shall mean the later of (i) the Participant’s 62nd birthday, or (ii)the Participant’s Normal Retirement Age. Notwithstanding the foregoing, theprovisions of this Paragraph shall not apply (i) following the Participant’sdeath, or (ii) with respect to a lump sum distribution of the vested portion ofa Participant’s Accounts if the total amount of such vested portion does notexceed or has never exceeded $1,000.

 

IN WITNESS WHEREOF,Advanced Medical Optics, Inc. hereby executes this Third Amendment to theAdvanced Medical Optics, Inc. 401(k) Plan on this   28th  day of December, 2005.

 

 
| ADVANCED MEDICAL OPTICS, INC. |                                                      |
|-------------------------------|-----------------------------------------------------------|
|                          |                                                      |
|                          |                                                      |
| BY:                           | /s/ AIMEE S. WEISNER                                      |   |   |
|                          | Aimee Weisner                                             |   |
|                          | Corporate Vice  President, General Counsel, and Secretary |   |
|                               |                                                           |  |  |

 

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