EX-10.28









Exhibit 10.28




AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

2009 NAMED EXECUTIVE OFFICER COMPENSATION SUMMARY



2009 Base Salary and Option Grants. For fiscal 2009, the company’s principal executive officer,
principal financial officer and each other named executive officer currently employed by the
company will receive the base salary set forth below (effective as of February 2, 2009), and has
been granted an option to purchase the number of shares of company common stock set forth below.
All options were granted under the company’s 2005 Stock Incentive Plan at an exercise price of
$10.825 (the average of high and low sale prices on the grant date). All options vest with respect
to twenty-five percent of the shares on March 31, 2010 and with respect to 6.25% of the shares on
the last day of each calendar quarter thereafter. All options have a term of seven years.




	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Title	 	Base Salary	 	Options
	Anthony P. Bihl, III	 	President and Chief Executive Officer
	 	$	500,000	 	 	 	125,000	 
	Ross A. Longhini	 	Executive Vice President and Chief Operating Officer
	 	$	339,600	 	 	 	60,000	 
	Mark A. Heggestad	 	Executive Vice President and Chief Financial Officer
	 	$	295,000	 	 	 	60,000	 
	Whitney D. Erickson	 	Vice President and General Manager,
Men’s Health
	 	$	277,000	 	 	 	50,000	 
	John F. Nealon	 	Senior Vice President and General
Manager, Women’s Health
	 	$	273,000	 	 	 	50,000	 





2009 Executive Variable Incentive Plan. Our executive officers participate in our 2009 Executive
Variable Incentive Plan (2009 EVIP). The Compensation Committee (and the Board of Directors with
respect to executive officers) established a target bonus for each participant in the 2009 EVIP.
The 2009 EVIP provides for payment of a bonus based on achievement of net sales, net income and
cash flow objectives in the 2009 operating plan approved by the Board. The total bonus is weighted
40% for achieving the net sales objective, 30% for achieving the net income objective and 30% for
achieving the cash flow objective. The bonus payable under the 2009 EVIP is pro-rated for
achievement above the minimum threshold and increases with percentage achievement relative to the
objectives, and 100% of the target bonus will be paid at 100% achievement of the 2009 EVIP
objectives. The maximum bonus payable under the 2009 EVIP will be 200% of the target bonus at 110%
achievement of the net sales and net income objectives and 115% achievement of the cash flow
objective. Bonuses for achieving the net sales and net income objectives will be paid beginning at
95% achievement of the net sales objective and 90% achievement of the net income objectives,
respectively. Bonuses for achieving these objectives will be determined and paid quarterly.
Bonuses for achieving the cash flow objective will be paid beginning at 85% achievement of the cash
flow objective, and bonuses for achieving this objective will be determined and paid annually. The
target bonus for 2009 for the company’s principal executive officer, principal financial officer
and each other named executive officer currently employed by the company is set forth in the table
below.




	 	 	 	 	 	 	 
	Name	 	Title	 	Target Bonus
	Anthony P. Bihl, III	 	President and Chief Executive Officer
	 	$	500,000	 
	Ross A. Longhini	 	Executive Vice President and Chief Operating Officer
	 	$	237,720	 
	Mark A. Heggestad	 	Executive Vice President and Chief Financial Officer
	 	$	177,000	 
	Whitney D. Erickson	 	Vice President and General Manager, Men’s Health
	 	$	138,500	 
	John F. Nealon	 	Senior Vice President and General Manager, Women’s Health
	 	$	136,500