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Exhibit 10.1 AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
2005 STOCK INCENTIVE PLAN
(As Amended through May 5, 2005)
 1.
    
    Purpose of Plan.
  2.
    
    Definitions.
  Board
 Broker Exercise Notice
 Cause
 Change in Control
 Code
 Committee




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Common Stock
 Disability
 Eligible Recipients
 Exchange Act
 Fair Market Value
 Good Reason
 2




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Incentive Award
 Incentive Stock Option
 Non-Statutory Stock Option
 Option
 Participant
 Performance Criteria
 Performance Award
 Previously Acquired Shares
 Restricted Stock Award
 Retirement
 Securities Act
 3




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Stock Appreciation Right
 Stock Bonus
 Stock Unit Award
 Subsidiary
 Tax Date
 3.
    
    Plan Administration.
 The Committee
 4




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Authority of the Committee
   5




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6




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4.
    
    Shares Available for Issuance.
 Maximum Number of Shares Available; Certain Restrictions on Awards
     7




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Accounting for Incentive Awards
 Adjustments to Shares and Incentive Awards
 8




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5.
    
    Participation.
  6.
    
    Options.
 Grant
 Exercise Price
 Exercisability and Duration
 9




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Payment of Exercise Price
    Manner of Exercise
 7.
    
    Stock Appreciation Rights.
 Grant
 10




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Exercise Price
 Exercisability and Duration
 Grants in Tandem with Options
 8.
    
    Restricted Stock Awards.
 Grant
 11




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Rights as a Stockholder; Transferability
 Dividends and Distributions
 Enforcement of Restrictions
 9.
    
    Stock Unit Awards.
  10.
    
    Performance Awards.
  12




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11.
    
    Stock Bonuses.
  12.
    
    Effect of Termination of Employment or Other Service. The following provisions shall
apply upon termination of a Participants employment or other service with the Company and all
Subsidiaries, except to the extent that the Committee provides otherwise in an agreement evidencing
an Incentive Award at the time of grant or determines pursuant to Section 12.4.
 Termination of Employment Due to Death or Retirement
    Termination of Employment Due to Disability
   13




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Termination of Employment for Reasons Other than Death, Disability or Retirement
    Modification of Rights Upon Termination
 14




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Effects of Actions Constituting Cause
 Determination of Termination of Employment or Other Service
    Breach of Confidentiality, Non-Compete or Non-Solicitation Agreements
 15




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13.
    
    Payment of Withholding Taxes.
 General Rules
 Special Rules
 14.
    
    Change in Control.
 Change in Control
 Person Outstanding Company Common
Stock Outstanding
Company Voting Securities Affiliate Permitted Holders
 16




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Business
Combination
    Acceleration of Vesting
 17




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Cash Payment
 Limitation on Change in Control Payments
 18




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15.
    
    Rights of Eligible Recipients and Participants; Transferability.
 Employment or Service
 Rights as a Stockholder; Dividends
 Restrictions on Transfer
   19




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Non-Exclusivity of the Plan
 16.
    
    Securities Law and Other Restrictions.
  20




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17.
    
    Performance-Based Compensation Provisions.
  18.
    
    Compliance with Section 409A.
  19.
    
    Plan Amendment, Modification and Termination.
  21




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20.
    
    Effective Date and Duration of the Plan.
  21.
    
    Miscellaneous.
 Governing Law
 Successors and Assigns
 22