exv10w21



 






Exhibit 10.21




[FORM FOR EXECUTIVE OFFICERS]




STOCK OPTION CERTIFICATE




AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.




	 	 	 	 	 	 	 	 	 
	Grant Date	 	Option Shares	 	Exercise Price	 	Expiration Date	 	Type of Option
	 
	 	 	 	 	 	 	 	 





     1. Option Grant.


THIS CERTIFIES THAT, on the Grant Date set forth above American Medical Systems Holdings, Inc., a
Delaware corporation (the “Company”) has granted to:




(the “Participant”)



the right and option (the right to purchase any one share of Stock hereunder being an “Option”) to
purchase from the Company the number of shares of the Company’s common stock, par value $.0l per
share (“Stock”), set forth above (the “Option Shares”) at any time during the period commencing on
the date of this Certificate and ending on the expiration date set forth above (the “Expiration
Date”).




     2. Subject to Plan. The Options have been granted under the American Medical Systems
Holdings, Inc. 2005 Stock Incentive Plan (the “Plan”) and the terms of the Plan are incorporated
herein by reference. In the event of any conflict or inconsistency between this Certificate and
the Plan, the provisions of the Plan shall control. All capitalized terms used but not otherwise
expressly defined in this Certificate shall have the meaning ascribed to them in the Plan.



     3. Option Exercise Price. Each of the Options shall have a per share exercise price
equal to the exercise price set forth above (the “Exercise Price”) and shall constitute either an
“Incentive Stock Option” or a “Non-Statutory Stock Option,” as set forth on Exhibit A hereto.
Notwithstanding the foregoing, any portion of this Option that is exercised pursuant to Section
5(c) more than three (3) months after the Participant’s employment or other service with the
Company and all Subsidiaries terminates shall be deemed to be a Non-Statutory Stock Option.



     4. Limitations on Exercise of Options.



          (a) Except as otherwise provided in this Certificate or in the Plan, and for so long as the
Participant remains in the employ or service of the Company or any Subsidiary, the Options shall
vest and shall be exercisable as to the Option Shares during the term of employment or service in
the amount of shares and on the dates set forth on Exhibit A hereto.




          (b) The Committee shall have the authority to modify the vesting and exercisability of any or
all of the then-unvested Options as and in the manner set forth in the Plan.




     5. Termination of Employment or Service. Subject specifically to the authority of the
Committee under Section 12.4 of the Plan:



          (a) If prior to the Expiration Date, the Participant’s employment or other service with the
Company and all Subsidiaries shall be terminated by reason of death or Retirement, the Options
shall remain exercisable, to the extent exercisable as of the date of such termination, until the
earlier of the Expiration Date or that date which is twelve (12) months after such date of such
termination. Options not exercisable as of the date of such termination will be forfeited and
terminate.




 









 








          (b) If prior to the Expiration Date, the Participant’s employment or other service with the
Company and all Subsidiaries shall be terminated by reason of Disability, the Options shall remain
exercisable, to the extent exercisable as of the date of such termination, until the earlier of the
Expiration Date or that date which is nine (9) months after such date of such termination. Options
not exercisable as of the date of such termination will be forfeited and terminate.




          (c) If prior to the Expiration Date, the Participant’s employment or other service with the
Company and all Subsidiaries shall be terminated (i) other than as described in Section 5(d) or by
reason of death, Disability or Retirement, or (ii) because the Participant is in the employ or
service of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the
Participant continues in the employ or service of another Subsidiary), then all Options shall
remain exercisable, to the extent exercisable as of the date of such termination, until the earlier
of the Expiration Date or that date which is nine (9) months after such date of such termination.
Options not exercisable as of the date of such termination will be forfeited and terminate.




          (d) If a Change in Control occurs and if within twelve (12) months after the Change in Control
(i) the Company terminates the Participant’s employment or other service with the Company and all
Subsidiaries for any reason other than death, Disability or Cause or (ii) the Participant
terminates employment with the Company for Good Reason, then all Options shall vest and be
immediately exercisable in full as of the date of such termination and shall remain exercisable
until the earlier of the Expiration Date or that date which is nine (9) months after such date of
such termination. For purposes of this Certificate, “Good Reason” shall mean, without the
Participant’s prior written consent, (i) a substantial diminution in the Participant’s authority,
duties or responsibilities as in effect prior to the Change in Control, (ii) a reduction by the
Company in the Participant’s base salary, or an adverse change in the form or timing of the payment
thereof, as in effect immediately prior to the Change in Control or as thereafter increased, (iii)
the failure by the Company to cover the Participant under employee benefit plans that, in the
aggregate, provide substantially similar benefits to the Participant and/or his family and
dependents at a substantially similar total cost to the Participant (e.g., premiums, deductibles,
co-pays, out of pocket maximums, required contributions, taxes and the like) relative to the
benefits and total costs under such benefit plans in which the Participant (and/or his family or
dependents) was participating at any time during the 90-day period immediately preceding the Change
of Control, or (iv) the Company’s requiring the Participant to be based at any office or location
that is more than fifty (50) miles further from the office or location thereof immediately
preceding a Change in Control; provided, however, Good Reason shall not include any of the
circumstances or events described herein unless the Participant has first provided written notice
of such circumstance or event and the Company has not corrected such circumstance or event within
thirty (30) days of receipt by the Company of such written notice from the Participant.




          (e) After the expiration of any exercise period described in any of Sections 5(a) through (d)
above, the Options shall terminate together with all of the Participant’s rights hereunder, to the
extent not previously exercised.




     6. Effects of Actions Constituting Cause. Notwithstanding anything in this
Certificate or the Plan to the contrary, in the event that the Participant is determined by the
Committee, acting in its sole discretion, to have committed any action which would constitute
Cause, irrespective of whether such action or the Committee’s determination occurs before or after
termination of such Participant’s employment or other service with the Company or any Subsidiary,
this Certificate and all rights of the Participant under this Certificate and the Plan shall
terminate and be forfeited without notice of any kind. The Committee may defer the exercise of the
Options hereunder for a period of up to forty-five (45) days in order for the Committee to make any
determination as to the existence of Cause.



     7. Breach of Confidentiality, Non-Compete or Non-Solicitation. Notwithstanding
anything in this Certificate or the Plan to the contrary, in the event that the Participant
materially breaches the terms of any confidentiality, non-compete or non-solicitation agreement
entered into with the Company or any Subsidiary, whether such breach occurs before or after
termination of the Participant’s employment or other service with the Company or any Subsidiary,
the Committee in its sole discretion may require the Participant to surrender shares of Stock
received, and to disgorge any profits made or realized, in connection with the Options or issued
upon the exercise or vesting of the Options.



 









 





     8. Manner of Option Exercise



          (a) Notice. The Options shall be exercised by delivering written notice to the
Company (Attention: HR Stock Administration Staff) stating the number of shares of Stock to be
purchased, the person or persons in whose name the shares of Stock are to be registered and each
such person’s address and social security number. Such notice shall not be effective unless
accompanied by the full purchase price for all shares to be purchased, and any applicable amounts
withheld in accordance with Section 13 of the Plan.




          (b) Payment. At the time of exercise of the Option, the Participant must pay the
total purchase price of the Option Shares to be purchased entirely in cash (including a check, bank
draft or money order, payable to the order of the Company); provided, however, that the Committee,
in its sole discretion, may allow such payment to be made, in whole or in part, by tender of a
promissory note (on terms acceptable to the Committee in its sole discretion) or a Broker Exercise
Notice or Previously Acquired Shares, or by a combination of such methods. In the event the
Participant is permitted to pay the total purchase price of the Option in whole or in part with
Previously Acquired Shares, the value of such shares will be equal to their Fair Market Value on
the date of exercise of the Option.




     9. Rights as Stockholder. The Participant or a transferee of the Options shall have
no rights as a stockholder with respect to any shares covered by the Options until he shall have
become the holder of record of such shares (and the Company shall use its reasonable best efforts
to cause the Participant promptly to become the holder of record of such shares), and, except as
otherwise provided in the Plan, no adjustment shall be made for dividends or distributions or other
rights in respect of such shares for which the record date is prior to the date upon which he shall
become the holder or record thereof.



     10. Company; Participant.



          (a) The term “Company” as used in this Certificate with reference to employment or service
shall include the Company and its affiliates.




          (b) Whenever the word “Participant” is used in any provision of this Certificate under
circumstances where the provision should logically be construed to apply to the executors, the
administrators, legal representatives or the person or persons to whom the Options may be
transferred by will or by the laws of descent and distribution, the word “Participant” shall be
deemed to include such person or persons.




     11. Disposition of Stock. The Participant agrees to notify the Company, in writing,
within thirty (30) days of any disposition (whether by sale, exchange, gift or otherwise) of shares
of Stock purchased under this Certificate, within two (2) years from the date of the granting of
such Options or within one (1) year of the exercise of such Options.



     12. Binding Effect. This Certificate shall be binding upon the heirs, executors,
administrators, successors and permitted assigns of the parties hereto.



	 	 	 	 	 
	Dated:	 	AMERICAN MEDICAL SYSTEMS
HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	Martin J. Emerson
	 

	 	 	 	President and Chief Executive Officer