Exhibit 10.3**CHANGE IN CONTROL SEVERANCE AGREEMENT**     This Change in Control Severance Agreement (this “Agreement”), effective as of                                        ,                     , is between American Medical Systems Holdings, Inc., a Delaware corporation(“Parent Corporation”), on its behalf and on behalf of all of its Affiliates (collectively, and ifthe context requires, each individually, referred to herein as the “Company”), located at10700 Bren Road West, Minnetonka, Minnesota 55343 and                                         , an individual residing at                                                                                 (the “Executive”).     A. The Executive is currently employed by the Company in an executive or senior managementposition.     B. The Board considers the operation of the Company to be of critical importance to the ParentCorporation and therefore the establishment and maintenance of a sound and vital management team ofthe Company is essential to protecting and enhancing the best interests of the Parent Corporationand its stockholders.     C. In this connection, the Board recognizes that the possibility of a Change in Control mayarise and that such possibility and the uncertainty and questions which such transaction may raiseamong key management personnel of the Company and its subsidiaries could result in the departure ordistraction of such management personnel to the detriment of the Parent Corporation and itsstockholders.     D. The Board has determined that appropriate steps should be taken to minimize the risk thatCompany executive management will depart prior to a Change in Control, thereby leaving the Companywithout adequate executive management personnel during such a critical period, and to reinforce andencourage the continued attention and dedication of members of the Company’s executive managementto their assigned duties without distraction in circumstances arising from the possibility of aChange in Control.     E. The Board recognizes that continuance of the Executive’s position with the Company involvesa substantial commitment to the Company in terms of the Executive’s personal life and professionalcareer and the possibility of foregoing present and future career opportunities, for which theCompany receives substantial benefits.     F. To induce the Executive to remain in the employ of the Company, this Agreement, which hasbeen approved by the Board, sets forth the benefits that the Company agrees will be provided to theExecutive in the event of a Change in Control under the circumstances described below.     G. The Company and the Executive intend that the benefits provided under this Agreement willcomply, in form and operation, with the requirements of Section 409A of the Code and this Agreementwill be construed and administered in a manner that is consistent with and gives effect to suchintention.     H. Certain capitalized terms that are used in this Agreement are defined in Exhibit A, whichis an integral part of this Agreement.
 

 
     Accordingly, the Company and the Executive each intending to be legally bound, agree asfollows:     1. Term of Agreement. This Agreement is effective immediately and will continue ineffect only so long as the Executive remains employed by the Company. This Agreement willautomatically terminate upon the Executive’s Termination of Employment with the Company, except fora Termination of Employment contemplated by Section 2, in which case this Agreement will remain ineffect until the date on which the Company’s obligations to the Executive arising under or inconnection with this Agreement have been satisfied in full. Notwithstanding the foregoing, thisAgreement shall terminate immediately (and no benefit will be payable under this Agreement) in theevent, prior to a Change in Control, and in a transaction that is not a Change in Control, eitherthe Company ceases to be an Affiliate of the Parent Corporation or sells all or substantially allof its assets, in one or a series of related transactions, to any Person.     2. Benefits upon a Change in Control Termination. The Executive will become entitledto the benefits described in this Section 2 on account of a Termination of Employment if and onlyif (i) the Company terminates the Executive’s employment for any reason other than for Cause, orthe Executive terminates the Executive’s employment with the Company for Good Reason, and (ii) theTermination of Employment occurs either within the period beginning on the date of a Change inControl and ending on the last day of the first full calendar month following the first anniversarydate of the Change in Control or prior to a Change in Control if the Executive’s Termination ofEmployment was either a condition of the Change in Control or was at the request or insistence of aPerson related to the Change in Control.     (a) Cash Payment. Subject to Section 2(d), not more than 10 days following theDate of Termination, or, if later, not more than 10 days following the date of the Change inControl, the Company will make a lump-sum cash payment to the Executive in an amount equalto [CEO: two times; COO and CFO: one and one-half times; other executives: one times] thesum of (i) the Executive’s Base Pay, plus (ii) 100% of the Executive’s target bonusestablished for the year during which the Change in Control occurs.     (b) Group Health Plans; Life Insurance. If the Executive elects COBRA coverageunder the Company’s group health and dental plans, then during each month of theContinuation Period (as defined below), the Company will pay the Executive an amount equalto the excess of (a) the portion of the monthly cost for the Executive’s coverage under theCompany’s group health and dental plans that was borne by the Company immediately prior tothe Executive’s Termination of Employment or, if greater, immediately prior to the Change inControl over (b) the portion of the monthly cost for the Executive’s coverage under theCompany’s group health and dental plans that is borne by the Company during the ContinuationPeriod, which excess is $0.00 if the Executive fails to elect or maintain COBRA coverageduring the Continuation Period. The Executive’s coverage will be deemed to include anyCompany contribution to a Health Savings Account (or similar arrangement) for the Executive.If the level of the Executive’s coverage changes during the Continuation Period, as, forexample, from single to family coverage or to no coverage, the amount will be determined asif the new
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coverage level had been the level of coverage in effect immediately prior to theTermination of Employment or Change in Control, as the case may be. The Executive shall beentitled to elect health care continuation coverage under the Company’s group health anddental plans for up to 12 months beyond the end of the 18-month COBRA period if he or shehas not become eligible to participate as an employee in a plan of another employerproviding group health and dental benefits to the Executive and the Executive’s eligiblefamily members and dependents, which plan does not contain any exclusion or limitation withrespect to any pre-existing condition of the Executive or any eligible family member ordependent who would otherwise be covered under the Company’s plan but for this clause. IfCOBRA continuation coverage is not available to the Executive during any portion of theContinuation Period (other than by reason of his or her failure to elect COBRA continuationcoverage or to pay the required premiums for such coverage), the Company will providecomparable medical benefits pursuant to an alternative arrangement, such as an individualmedical insurance contract, and such alternative benefits will be treated as part of theCompany’s health and dental plan. In addition, during each month of the ContinuationPeriod, the Executive shall be entitled to receive life insurance coverage substantiallyequivalent to the coverage Executive had on the day immediately prior to his or herTermination of Employment, including coverage then in effect for Executive’s spouse anddependents. Executive shall be required to pay no more for such life insurance thanExecutive paid as an active employee immediately before his or her Termination ofEmployment. In order to continue life insurance coverage, Executive must timely electcontinuation or the portability option available under the Company’s group life insurancepolicy or policies and pay the full premium for such coverage following Termination ofEmployment. The Company will reimburse Executive at least quarterly for the amount by whichsuch life insurance premium exceeds the amount Executive paid for such coverage as an activeemployee immediately prior to his or her Termination of Employment.     For purposes of this section, the “Continuation Period” is the period beginningon the Executive’s Date of Termination and ending on (x) the last day of the 12th monththat begins after the Executive’s Date of Termination or, if earlier, (y) the dateafter the Executive’s Date of Termination on which the Executive first becomes eligible toparticipate as an employee in a plan of another employer providing group health and dentalbenefits to the Executive and the Executive’s eligible family members and dependents, whichplan does not contain any exclusion or limitation with respect to any pre-existing conditionof the Executive or any eligible family member or dependent who would otherwise be coveredunder the Company’s plan but for this clause (y).     (c) To the extent the Executive incurs a tax liability (including federal, state andlocal taxes and any interest and penalties with respect thereto) in connection with abenefit provided pursuant to Section 2(b) which the Executive would not have incurred hadthe Executive been an active employee of the Company participating in the Company’s grouphealth and dental plans, the Company will make a payment to the Executive in an amount equalto such tax liability plus an additional amount sufficient to permit the Executive to retaina net amount after all taxes (including penalties and interest) equal to the initial taxliability in connection with the benefit. For purposes of applying the foregoing, theExecutive’s tax rate will be deemed to be the highest statutory
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marginal state and federal tax rate (on a combined basis) then in effect. The paymentpursuant to this Section 2(b) will be made within 10 days after the Executive’s remittal ofa written request for payment accompanied by a statement indicating the basis for and amountof the liability, but in no event later than December 31 of the calendar year to which thetax liability relates.     (d) Notwithstanding the foregoing, if, and to the extent, the payments under Paragraph(a), (b) and/or (c) are considered deferred compensation that is subject to the requirementsof Section 409A of the Code and, at the time of his or her Termination of Employment theExecutive is a Specified Employee, then any payment of such benefit(s) shall be suspendedand not made until the first day after the end of the six (6) month period following theExecutive’s Termination of Employment, or, if earlier, upon the Executive’s death. If anysuch suspended payment is not made within 10 days of the end of such six month period, theCompany will pay the Executive interest, as determined under Section 7(l), from the date ofTermination of Employment through the date of payment.     3. Stock Option Acceleration. If a Change in Control occurs, regardless of whetherthe acquiring entity or Successor assumes or replaces the stock options or stock awards grantedunder any Benefit Plan and then held by the Executive and regardless of whether the Executivecontinues to be employed by the Company after the Change in Control, then all such stock options orstock awards which are unvested or restricted shall vest and be immediately exercisable in full, orbecome unrestricted, as the case may be, as of the date of the Change in Control and,notwithstanding the provisions of any Benefit Plan, shall, in the case of options, remainexercisable until two years after the date of the Change in Control or the date of the Executive’sTermination of Employment with the Company, whichever is later, but in no event after theexpiration date of any stock option.     4. Gross-Up Payments. If the Executive becomes entitled to payments and benefits infollowing a Change in Control under Section 2 or the vesting of any stock options acceleratefollowing a Change in Control under Section 3, any stock option agreement or certificate orotherwise, the Company will cause its independent auditors promptly to review, at the Company’ssole expense, the applicability of Code Section 4999 to any payment or distribution of any type bythe Company to or for the Executive’s benefit, whether paid or payable or distributed ordistributable pursuant to the terms of this Agreement, any stock option agreement or certificate orotherwise (the “Total Payments”). If the auditor determines that the Total Payments resultin an excise tax imposed on the Executive by Code Section 4999 or any comparable state or locallaw, or any interest or penalties with respect to such excise tax (such excise tax, together withany such interest and penalties, are collectively referred to as the “Excise Tax”), theCompany will make an additional cash payment (a “Gross-Up Payment”) to the Executive within10 days after such determination equal to an amount such that after payment by the Executive of alltaxes (including any interest or penalties imposed with respect to such taxes), including anyExcise Tax, imposed upon the Gross-Up Payment, the Executive would retain an amount of the Gross-UpPayment equal to the Excise Tax imposed upon the Total Payments. For purposes of the foregoingdetermination, the Executive’s tax rate will be deemed to be the highest statutory marginal stateand federal tax rate (on a combined basis) then in effect. If no determination by the Company’sauditors is made prior to the time the Executive
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is required to file a tax return reflecting the Total Payments, the Executive will be entitledto receive from the Company a Gross-Up Payment calculated on the basis of the Excise Tax theExecutive reported in such tax return, within 10 days after the later of the date on which theExecutive files such tax return or the date on which the Executive provides a copy thereof to theCompany. In all events, if any tax authority determines that a greater Excise Tax should beimposed upon the Total Payments than is determined by the Company’s independent auditors orreflected in the Executive’s tax return pursuant to this Section 4, the Executive will be entitledto receive from the Company the full Gross-Up Payment calculated on the basis of the amount ofExcise Tax determined to be payable by such tax authority within 10 days after the Executivenotifies the Company of such determination. Notwithstanding the foregoing, in the event theCompany reasonably determines that the Gross-Up Payment is subject to the requirements of Section409A of the Code, such payment will be made in the same calendar year in which the Total Paymentsare made, provided, however, if the Executive is a Specified Employee, then any such Gross-upPayment shall be suspended and not made until the first day after the end of the six (6) monthperiod following the Executive’s Termination of Employment, or, if earlier, upon the Executive’sdeath. The suspended payment will include interest under Section 7(l) if and only to the extentsuch interest is not treated as part of the “Total Payments.”     5. Indemnification. Following a Change in Control, the Company will indemnify andadvance expenses to the Executive for damages, costs and expenses (including, without limitation,judgments, fines, penalties, settlements and reasonable fees and expenses of the Executive’scounsel) (the “Expenses”) incurred in connection with all matters, events and transactions relatingto the Executive’s service to or status with the Company or any other corporation, employee benefitplan or other Person for which the Executive served at the request of the Company to the extentthat the Company would have been required to do so under applicable law, corporate articles, bylawsor agreements or instruments of any nature with or covering the Executive, including anyindemnification agreement between Parent Corporation and the Executive, as in effect immediatelyprior to the Change in Control and to any further extent as may be determined or agreed uponfollowing the Change in Control. Any payment required under this Section 5 will be made no laterthan March 15 of the calendar year following the calendar year during which the liability toindemnify the Expense arises.     6. Restrictions on Competitive Activities. The Executive acknowledges that theagreements and covenants contained in this Section 6 are essential to protect the value of theCompany’s business and assets and by his or her current employment with the Company, the Executivehas obtained and will obtain such knowledge, contacts, know-how, training and experience and thereis a substantial probability that such knowledge, know-how, contacts, training and experience couldbe used to the substantial advantage of a competitor of the Company and to the Company’ssubstantial detriment. In consideration of the foregoing and the other covenants and agreements ofthe Company set forth herein, the Executive agrees to the restrictions contained in this Section 6.     (a) Non-Solicitation. The Executive agrees that the Executive will not, duringthe Executive’s employment with the Company and for a period of two years following the dateof the Executive’s voluntary or the Company’s involuntary termination of the Executive’semployment with the Company (the “Restrictive Period”), directly or indirectlysolicit, or assist anyone else in the solicitation of, any of the Company’s
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employees, or former employees who worked for the Company for the purpose of hiringthem, engaging them as consultants, or inducing them to leave their employment with theCompany. If the Executive is approached by one of the Company’s employees or formeremployees regarding potential employment, consultation or contract, as described aboveduring the Restrictive Period of non-solicitation, the Executive must immediately (i) fullyinform the employee or former employee of the Executive’s non-solicitation obligationdescribed above; and (ii) refrain from engaging in any communication with the employee orformer employee regarding potential employment, consultation or contract.     (b) “Company Product” means any product, product line or service that has beendesigned, developed, manufactured, marketed, sold or is under research, development, or isbeing pursued through acquisition or licensure, or has been the subject of disclosure to theCompany in response to a due diligence process by the Company, at any time during theExecutive’s employment with the Company; provided, however, that if the Executive becomesentitled to the benefits described in Section 2 of this Agreement, then the definition of“Company Product” shall mean Company Product as of immediately prior to the Change ofControl.     (c) “Competitive Product” means goods, products, product lines or servicesdeveloped, designed, manufactured, marketed, promoted, sold, serviced, or that are indevelopment or the subject of research by any Person that are the same or similar, performany of the same or similar functions, may be substituted for, or are intended or used forany of the same purposes as a Company Product.     (d) “Conflicting Organization” means any Person (including the Executive), andany parent, subsidiary, partner or affiliate of any Person, that engages in, or is about tobecome engaged in, the development, design, production, manufacture, promotion, marketing,sale, support or service of a Competitive Product.     (e) Non-Competition. The Executive agrees that the Executive will not, duringthe Restrictive Period, alone or in any capacity with another Person (e.g., as an advisor,consultant, principal, agent, partner, officer, director, shareholder, employee orotherwise), within any geographic area where the Company does business:     (i) directly or indirectly disclose to a Conflicting Organization the names orany other information regarding the Company’s customers, or, on behalf of aConflicting Organization, call on, solicit, take away, or attempt to call on,solicit, or take away any of the customers of the Company on whom the Executivecalled, or otherwise had contact on behalf of the Company, or developed knowledgeregarding the customer’s need for or use of Competitive Product(s); or     (ii) seek or obtain employment with, work for, consult with, or lend assistanceto any Conflicting Organization in a capacity which is the same as or similar to theemployment capacity the Executive performed on behalf of the Company; or
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     (iii) directly or indirectly participate in or support in any capacity themanufacture, invention, development, testing or research of any Competitive Product;or     (iv) disrupt, damage, impair, or interfere with the business of the Companywhether by way of interfering with or disrupting the Company’s relationship withemployees, customers, agents, representatives or vendors.     (f) Exception. During the Restrictive Period, the restrictions contained inthis Section 6 will not prevent the Executive from accepting employment with, or providingconsulting services to, a large diversified organization with separate and distinctdivisions that do not compete, directly or indirectly, with the Company, if prior toaccepting such employment or providing such consulting services, the Company receivesseparate written assurances from the prospective employer and from the Executive,satisfactory to the Company, confirming that the Executive will not render any services,directly or indirectly, to any division or business unit that competes, directly orindirectly, with the Company. During the Restrictive Period set forth in this Section 6,the Executive will inform any new employer, prior to accepting employment or providingconsulting services, of the existence of this Agreement and provide such employer with acopy of this Agreement     (g) Effect on Prior Agreements. This Section 6 supersedes and replaces theprovisions of any prior agreement between the Company and the Executive with respect torestrictions on solicitation of current or former employees of the Company andnon-competition. Any provisions in such prior agreement unrelated to restrictions onsolicitation of current or former employees of the Company and non-competition shall remainin full force and effect.     7. Miscellaneous.     (a) Successors. The Parent Corporation must seek to have any Successor, byagreement in form and substance satisfactory to the Executive, assent to the fulfillment bysuch Successor of the Company’s obligations under this Agreement. Failure of the Company toobtain such assent at least three business days prior to the time a Person becomes aSuccessor (or where the Parent Corporation does not have at least three business days’advance notice that a Person may become a Successor, within one business day after havingnotice that such Person may become or has become a Successor) will constitute Good Reasonfor termination by the Executive of the Executive’s employment. The date on which any suchsuccession becomes effective will be deemed the Date of Termination, and Notice ofTermination will be deemed to have been given on that date. A Successor has no rights,authority or power with respect to this Agreement prior to a Change in Control.     (b) Binding Agreement. This Agreement inures to the benefit of, and isenforceable by, the Executive, the Executive’s personal and legal representatives,executors, administrators, successors, heirs, distributees, devisees and legatees. If theExecutive dies while employed by the Company or while any amount would still be
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payable to the Executive under this Agreement if the Executive had continued to live,all such amounts, unless otherwise provided in this Agreement, will be paid in accordancewith the terms of this Agreement to the Executive’s devisee, legatee or other designee or,if there be no such designee, to the Executive’s estate.     (c) No Mitigation. The Executive will not be required to mitigate the amountof any benefits the Company becomes obligated to provide to the Executive in connection withthis Agreement by seeking other employment or otherwise. The benefits to be provided to theExecutive in connection with this Agreement may not be reduced, offset or subject torecovery by the Company by any benefits the Executive may receive from other employment orotherwise.     (d) No Setoff. The Company has no right to setoff benefits owed to theExecutive under this Agreement against amounts owed or claimed to be owed by the Executiveto the Company under this Agreement or otherwise.     (e) Taxes. All benefits to be provided to the Executive in connection withthis Agreement will be subject to required withholding of federal, state and local income,excise and employment-related taxes. The Company’s good faith determination with respect toits obligation to withhold such taxes relieves it of any obligation that such amounts shouldhave been paid to the Executive.     (f) Notices. For the purposes of this Agreement, notices and all othercommunications provided for in, or required under, this Agreement must be in writing andwill be deemed to have been duly given when personally delivered or when mailed by UnitedStates registered or certified mail, return receipt requested, postage prepaid and addressedto each party’s respective address set forth on the first page of this Agreement (providedthat all notices to the Company must be directed to the attention of the President), or tosuch other address as either party may have furnished to the other in writing in accordancewith these provisions, except that notice of change of address will be effective only uponreceipt.     (g) Disputes.     (i) If the Executive so elects, any dispute, controversy or claim arising underor in connection with Sections 2, 3, 4 or 5 after a Change in Control will besettled exclusively by binding arbitration administered by the American ArbitrationAssociation in Minneapolis, Minnesota in accordance with the Commercial ArbitrationRules of the American Arbitration Association then in effect; provided that theExecutive may seek specific performance of the Executive’s right to receive benefitsuntil the Date of Termination during the pendency of any dispute or controversyarising under or in connection with this Agreement. Judgment may be entered on thearbitrator’s award in any court having jurisdiction. If any dispute, controversy orclaim for damages arising under or in connection with Sections 2, 3, 4 or 5 issettled by arbitration, the Company will pay, or if elected by the Executive,reimburse, all fees, costs and expenses incurred by the Executive related to sucharbitration unless the
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arbitrators decide that the Executive’s claim was frivolous or advanced by theExecutive in bad faith. If the Executive does not elect arbitration, the Executivemay pursue all available legal remedies. The Company will pay, or if elected by theExecutive, reimburse the Executive for, all fees, costs and expenses incurred by theExecutive in connection with any actual, threatened or contemplated litigationrelating to Sections 2, 3, 4 or 5 to which the Executive is or reasonably expects tobecome a party, whether or not initiated by the Executive, if the Executive issuccessful in recovering any benefit under Sections 2, 3, 4 or 5 as a result of suchaction. The Company will not assert in any dispute or controversy with theExecutive arising under or in connection with this Agreement the Executive’s failureto exhaust administrative remedies.     (ii) The parties agree that any disputes arising out of Section 6 will not besubject to arbitration pursuant to Section 7(g)(i). The Executive understands thatif the Executive fails to fulfill Executive’s obligations under Section 6, thedamages to the Company would be very difficult to determine. Therefore, in additionto any rights or remedies available to the Company at law, in equity, or by statute,the Executive hereby consents to the Company seeking specific enforcement of Section6 through an injunction or restraining order issued by an appropriate court.     (h) Effect of Benefits on Other Severance Plans. In the event the Executivereceives any payment under the terms of this Agreement, the Executive will not be eligibleto receive benefits under any other change in control severance pay plan sponsored ormaintained by the Company or agreement to which the Executive is a party.     (i) Related Agreements and Other Arrangements. This Agreement, includingExhibit A attached hereto and incorporated as an integral part of this Agreement,constitutes the entire agreement of the parties with respect to the subject matter hereof,and no agreements or representations, oral or otherwise, express or implied, with respect tothe subject matter to this Agreement have been made by any party which are not expressly setforth in this Agreement. To the extent that any provision of any Other Arrangement limits,qualifies or is inconsistent with any provision of this Agreement, then for purposes of thisAgreement, while such Other Arrangement remains in force, the provision of this Agreementwill control and such provision of such Other Arrangement will be deemed to have beensuperseded, and to be of no force or effect, as if such Other Arrangement had been formallyamended to the extent necessary to accomplish such purpose. Nothing in this Agreementprevents or limits the Executive’s continuing or future participation in any OtherArrangement for which the Executive may qualify, and nothing in this Agreement limits orotherwise affects the rights the Executive may have under any Other Arrangement. Amountsthat are vested benefits or which the Executive is otherwise entitled to receive under anyOther Arrangement at or subsequent to the Date of Termination will be payable in accordancewith such Other Arrangement.
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     (j) No Employment or Service Contract. Nothing in this Agreement is intendedto provide the Executive with any right to continue in the employ of the Company for anyperiod of specific duration or interfere with or otherwise restrict in any way theExecutive’s rights or the rights of the Company.     (k) Payment; Assignment. Benefits payable under this Agreement will be paidonly from the general assets of the Company. No Person has any right to or interest in anyspecific assets of the Company by reason of this Agreement. To the extent benefits underthis Agreement are not paid when due to any individual, he or she is a general unsecuredcreditor of the Company with respect to any amounts due. Benefits payable pursuant to thisAgreement and the right to receive future benefits may not be anticipated, alienated, sold,transferred, assigned, pledged, encumbered or subject to any charge.     (l) Late Payments. Benefits not paid under this Agreement when due will accrueinterest at the rate of 10% per year or the maximum rate permitted under applicable law.     (m) Survival. The respective obligations of, and benefits afforded to, theCompany and the Executive which by their express terms or clear intent survive terminationof the Executive’s employment with the Company or termination of this Agreement, as the casemay be, will survive termination of the Executive’s employment with the Company ortermination of this Agreement, as the case may be, and will remain in full force and effectaccording to their terms.     (n) Amendments; Waivers. No provision of this Agreement may be modified,waived or discharged unless such modification, waiver or discharge is agreed to in a writingsigned by the Executive, a duly authorized officer of the Company. No waiver by any partyto this Agreement at any time of any breach by another party to this Agreement of, or ofcompliance with any condition or provision of this Agreement to be performed by such partywill be deemed a waiver of similar or dissimilar provisions or conditions at the same or atany prior or subsequent time.     (o) Governing Law. This Agreement and the legal relations among the parties asto all matters, including, without limitation, matters of validity, interpretation,construction, performance and remedies, will be governed by and construed exclusively inaccordance with the internal laws of the State of Minnesota (without regard to the conflictof laws principles of any jurisdiction).     (p) Further Assurances. The parties to this Agreement agree to perform, orcause to be performed, such further acts and deeds and to execute and deliver or cause to beexecuted and delivered, such additional or supplemental documents or instruments as may bereasonably required by the other party to carry into effect the intent and purpose of thisAgreement.
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     (q) Interpretation. The invalidity or unenforceability of all or any part ofany provision of this Agreement will not affect the validity or enforceability of theremainder of such provision or of any other provision of this Agreement, which will remainin full force and effect.     (r) Counterparts. This Agreement may be executed in several counterparts, eachof which will be deemed to be an original, but all of which together will constitute one andthe same instrument.     (s) Severability and Judicial Modification. If any portion of this Agreementis adjudicated to be invalid or unenforceable, then a court of competent jurisdiction shallamend, modify or delete that portion thus adjudicated invalid or unenforceable. If anyportion is deemed unenforceable by virtue of its scope or limitation, the Company and theExecutive agree that a court of competent jurisdiction shall modify such provision to makeit enforceable to the fullest extent permitted by Minnesota law.     IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement effective as ofthe date first above written.         **AMERICAN MEDICAL SYSTEMSHOLDINGS, INC.**   **EXECUTIVE:**           By:        Name:      [Name of Executive]  Title:                 
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**Exhibit A****DEFINITIONS**     For purposes of the Agreement, the following terms will have the meaning set forth below inthis Exhibit A unless the context clearly requires otherwise. Terms defined elsewhere in theAgreement will have the same meaning throughout the Agreement.     1. “Affiliate” means any person with whom the Company would be considered a singleemployer under Sections 414(b) and 414(c) of the Code, namely (i) any corporation at least eightypercent (80%) of whose outstanding securities ordinarily having the right to vote at elections ofdirectors is owned directly or indirectly by the Parent Corporation or (ii) any other form ofbusiness entity in which the Parent Corporation, directly or indirectly, owns eighty percent (80%)or more of the controlling interests in such entity.     2. “Base Pay” means the Executive’s annual base salary from the Company at the rate ineffect immediately prior to a Change in Control or at the time Notice of Termination is given,whichever is greater. Base Pay includes only regular cash salary and is determined before anyreduction for deferrals pursuant to any nonqualified deferred compensation plan or arrangement,qualified cash or deferred arrangement or cafeteria plan.     3. “Benefit Plan” means any     (a) employee benefit plan as defined in Section 3(3) of ERISA;     (b) cafeteria plan described in Code Section 125;     (c) plan, policy or practice providing for paid vacation, other paid time off orshort-or long-term profit sharing, bonus or incentive payments or perquisites; or     (d) stock option, stock purchase, restricted stock, phantom stock, stock appreciationright or other equity-based compensation plan with respect to the securities of anyAffiliatethat is sponsored, maintained or contributed to by the Parent Corporation or the Company for thebenefit of employees (and/or their families and dependents) generally or the Executive inparticular (and/or the Executive’s family and dependents).     4. “Board” means the board of directors of the Parent Corporation duly qualified andacting at the time in question. On and after the date of a Change in Control, any duty of theBoard in connection with this Agreement is nondelegable and any attempt by the Board to delegateany such duty is ineffective.     5. “Cause” means:     (a) the Executive’s gross misconduct that is materially and demonstrably injurious tothe Company;
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     (b) the Executive’s willful and continued failure to perform substantially theExecutive’s duties with the Company (other than any such failure (i) resulting from theExecutive’s death or incapacity due to bodily injury or physical or mental illness or (ii)relating to changes in the Executive’s duties after a Change in Control that constitute GoodReason) after a written demand for substantial performance is delivered to the Executive bythe chair of the Board which specifically identifies the manner in which the Executive hasnot substantially performed the Executive’s duties and provides for a reasonable period oftime within which the Executive may take corrective actions; or     (c) the Executive’s conviction (including a plea of nolo contendere) of willfullyengaging in illegal conduct constituting a felony or gross misdemeanor under federal orstate law which is materially and demonstrably injurious to the Company or which impairs theExecutive’s ability to perform substantially the Executive’s duties for the Company.     An act or failure to act will be considered “gross or willful” for this purpose only if done,or omitted to be done, by the Executive in bad faith and without reasonable belief that it was in,or not opposed to, the best interests of the Company. Any act, or failure to act, based uponauthority given pursuant to a resolution duly adopted by the Board (or a committee thereof) orbased upon the advice of counsel for the Company will be conclusively presumed to be done, oromitted to be done, by the Executive in good faith and in the best interests of the Company. It isalso expressly understood that the Executive’s attention to matters not directly related to thebusiness of the Company will not provide a basis for termination for Cause so long as the Board didnot expressly disapprove in writing of the Executive’s engagement in such activities either beforeor within a reasonable period of time after the Board knew or could reasonably have known that theExecutive engaged in those activities. Notwithstanding the foregoing, the Executive may not beterminated for Cause unless and until there has been delivered to the Executive a copy of aresolution duly adopted by the affirmative vote of not less than a majority of the entiremembership of the Board at a meeting of the Board called and held for the purpose (after reasonablenotice to the Executive and an opportunity for the Executive, together with the Executive’scounsel, to be heard before the Board), finding that in the good faith opinion of the Board theExecutive was guilty of the conduct set forth above in clauses (a), (b) or (c) of this definitionand specifying the particulars thereof in detail.     6. “Change in Control” shall mean a Change in Control of the Parent Corporation, asdefined in the Parent Corporation’s 2005 Stock Incentive Plan, after the date of this Agreement.     7. “Code” means the Internal Revenue Code of 1986, as amended (including, when thecontext requires, all regulations, rulings and authoritative interpretations issued thereunder).Any reference to a specific provision of the Code includes a reference to such provision as it maybe amended from time to time and to any successor provision.     8. “Company” means the Parent Corporation and any Affiliate.     9. “Date of Termination” following a Change in Control (or prior to a Change inControl if the Executive’s termination was either a condition of the Change in Control or was atthe request or insistence of any Person related to the Change in Control) means:
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     (a) if the Executive’s employment is to be terminated by the Executive, the datespecified in the Notice of Termination which in no event may be a date more than 15 daysafter the date on which Notice of Termination is given unless the Company agree in writingto a later date;     (b) if the Executive’s employment is to be terminated by the Company for Cause, thedate specified in the Notice of Termination; or     (c) if the Executive’s employment is terminated by reason of the Executive’s death, thedate of the Executive’s death; or     (d) if the Executive’s employment is to be terminated by the Company for any reasonother than Cause or the Executive’s death, the date specified in the Notice of Termination,which in no event may be a date earlier than 15 days after the date on which a Notice ofTermination is given, unless the Executive expressly agrees in writing to an earlier date.     In the case of termination by the Company of the Executive’s employment for Cause, if theExecutive has not previously expressly agreed in writing to the termination, then within the 30-dayperiod after the Executive’s receipt of the Notice of Termination, the Executive may notify theCompany that a dispute exists concerning the termination, in which event the Date of Terminationwill be the date set either by mutual written agreement of the parties or by the judge orarbitrators in a proceeding as provided in Section 7(g) of the Agreement. During the pendency ofany such dispute, the Executive will continue to make the Executive available to provide servicesto the Company and the Company will continue to pay the Executive the Executive’s full compensationand benefits in effect immediately prior to the date on which the Notice of Termination is given(without regard to any changes to such compensation or benefits that constitute Good Reason) anduntil the dispute is resolved in accordance with Section 7(g) of the Agreement. The Executive willbe entitled to retain the full amount of any such compensation and benefits without regard to theresolution of the dispute unless the judge or arbitrators decide(s) that the Executive’s claim of adispute was frivolous or advanced by the Executive in bad faith.     In all cases, the Executive’s Date of Termination must be consistent with the Executive’sTermination of Employment.     10. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.Any reference to a specific provision of ERISA includes a reference to such provision as it may beamended from time to time and to any successor provision.     11. “Exchange Act” means the Securities Exchange Act of 1934, as amended. Anyreference to a specific provision of the Exchange Act or to any rule or regulation thereunderincludes a reference to such provision as it may be amended from time to time and to any successorprovision.
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     12. “Good Reason” means:     (a) a change in the Executive’s title(s), status, position(s), authority, duties orresponsibilities as an executive of the Company as in effect immediately prior to the Changein Control which, in the Executive’s reasonable judgment, is material and adverse (otherthan, if applicable, any such change directly attributable to the fact that the ParentCorporation is no longer publicly owned);     (b) a reduction by the Company in the Executive’s Base Pay, or a material adversechange in the form or timing of the payment thereof, as in effect immediately prior to theChange in Control or as thereafter increased;     (c) the failure by the Company to cover the Executive under Benefit Plans that, in theaggregate, provide substantially similar benefits to the Executive and/or the Executive’sfamily and dependents at a substantially similar total cost to the Executive (e.g.,premiums, deductibles, co-pays, out of pocket maximums, required contributions and the like)relative to the benefits and total costs under the Benefit Plans in which the Executive(and/or the Executive’s family or dependents) were participating at any time during the90-day period immediately preceding the Change in Control;     (d) the Company requiring the Executive to be based at any office or location that ismore than fifty (50) miles further from the office or location thereof immediately precedinga Change in Control, except for required travel on the Company’s business, and then only tothe extent substantially consistent with the business travel obligations which the Executiveundertook on behalf of the Company during the 90-day period immediately preceding the Changein Control (without regard to travel related to or in anticipation of the Change inControl);     (e) any refusal by the Company to continue to allow the Executive to attend to mattersor engage in activities not directly related to the business of the Company which, at anytime prior to the Change in Control, the Executive was not expressly prohibited in writingby the Board from attending to or engaging in;     (f) the failure by the Parent Corporation to obtain from any Successor the assent tothis Agreement contemplated by Section 7(a) of the Agreement;     (g) any purported termination by the Company of the Executive’s employment that is notproperly effected pursuant to a Notice of Termination and pursuant to any other requirementsof this Agreement, and, for purposes of this Agreement, no such purported termination willbe effective; or     (h) any termination by the Executive of the Executive’s employment for any reasonduring the first full calendar month following the first anniversary date of the Change inControl.     The Executive shall give written notice to the Company of an event or change constituting GoodReason and his or her intent to terminate employment with the Company for Good Reason; provided,however, that the Executive may not give such notice earlier than the
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ninetieth (90th) day following the date of the Change in Control. If the Company remedies anyevent or change described in subsections (a) through (e) within 30 days of such notice from theExecutive, such event or change shall not constitute Good Reason. The Executive’s continuedemployment does not constitute consent to, or waiver of any rights arising in connection with, anycircumstances constituting Good Reason. The Executive’s termination of employment for Good Reasonas defined above will constitute Good Reason for all purposes of the Agreement notwithstanding thatthe Executive may also thereby be deemed to have retired under any applicable benefit plan, policyor practice of the Company.     13. “Notice of Termination” means a written notice given on or after the date of aChange in Control (unless the Executive’s termination before the date of the Change in Control waseither a condition of the Change in Control or was at the request or insistence of any Personrelated to the Change in Control in which case the written notice may be given before the date ofthe Change in Control) which indicates the specific termination provision in the Agreement pursuantto which the notice is given. Any purported termination by the Company or by the Executive on orafter the date of a Change in Control (or before the date of a Change in Control if the Executive’stermination was either a condition of the Change in Control or was at the request or insistence ofany Person related to the Change in Control) must be communicated by written Notice of Terminationto be effective; provided, however, that the Executive’s failure to provide Notice of Terminationwill not limit any of the Executive’s rights under the Agreement except to the extent the Companydemonstrates that it suffered material actual damages by reason of such failure.     14. “Other Arrangement” is any Benefit Plan or other plan, policy or practice of theCompany or any other agreement between the Executive and the Company, other than this Agreement.     15. “Parent Corporation” means American Medical Systems Holdings, Inc. and anySuccessor.     16. “Person” means any individual, corporation, partnership, group, association orother person, as such term is used in Section 13(d) or Section 14(d) of the Exchange Act, otherthan the Parent Corporation, any Affiliate or any Benefit Plan(s) sponsored by the ParentCorporation or an Affiliate.     17. “The Executive is a “Specified Employee” if on the date of his or her Terminationof Employment he or she is a “key employee” (defined below), and the Company or any Affiliate hasstock that is publicly traded on an established securities market within the meaning of such termunder Section 409A(a)(2)(B) of the Code. For this purpose, Executive is a “key employee” duringthe 12-month period beginning on the April 1 immediately following a calendar year, if he or shesatisfied, at any time during such preceding calendar year, the requirements of Section416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations issuedthereunder and disregarding Section 416(i)(5) of the Code). The Executive will not be treated as aSpecified Employee if he or she would not be treated as a Specified Employee under TreasuryRegulations issued under Section 409A of the Code.
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     18. “Successor” means any Person that succeeds to, or has the practical ability tocontrol (either immediately or solely with the passage of time), the Parent Corporation’s businessdirectly, by merger, consolidation or other form of business combination, or indirectly, bypurchase of the Parent Corporation’s outstanding securities ordinarily having the right to vote atthe election of directors or all or substantially all of its assets or otherwise.     19. “Termination of Employment” means a termination of Executive’s employmentrelationship with the Company and all Affiliates or such other change in the Executive’srelationship with the Company and all Affiliates that would be considered a “separation fromservice” under Section 409A of the Code. The Executive’s employment relationship is deemed to haveterminated on the date immediately following a military leave, sick leave or other bona fide leaveof absence of six months if the Executive’s right to reemployment is not provided either by statuteor by contract. In all cases, the Executive’s Termination of Employment must constitute a“separation from service” under Section 409A of the Code and any “separation under service” underSection 409A of the Code shall be treated as a Termination of Employment.
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