**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., aDelaware 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”) topurchase from the Company the number of shares of the Company’s common stock, par value $.0l pershare (“Stock”), set forth above (the “Option Shares”) at any time during the period commencing onthe date of this Certificate and ending on the expiration date set forth above (the “ExpirationDate”).     2. Subject to Plan. The Options have been granted under the American Medical SystemsHoldings, Inc. 2005 Stock Incentive Plan (the “Plan”) and the terms of the Plan are incorporatedherein by reference. In the event of any conflict or inconsistency between this Certificate andthe Plan, the provisions of the Plan shall control. All capitalized terms used but not otherwiseexpressly 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 priceequal 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 Section5(c) more than three (3) months after the Participant’s employment or other service with theCompany 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 theParticipant remains in the employ or service of the Company or any Subsidiary, the Options shallvest and shall be exercisable as to the Option Shares during the term of employment or service inthe 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 orall 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 theCommittee under Section 12.4 of the Plan:          (a) If prior to the Expiration Date, the Participant’s employment or other service with theCompany and all Subsidiaries shall be terminated by reason of death or Retirement, the Optionsshall remain exercisable, to the extent exercisable as of the date of such termination, until theearlier of the Expiration Date or that date which is twelve (12) months after such date of suchtermination. Options not exercisable as of the date of such termination will be forfeited andterminate.
 

 
          (b) If prior to the Expiration Date, the Participant’s employment or other service with theCompany and all Subsidiaries shall be terminated by reason of Disability, the Options shall remainexercisable, to the extent exercisable as of the date of such termination, until the earlier of theExpiration Date or that date which is nine (9) months after such date of such termination. Optionsnot 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 theCompany and all Subsidiaries shall be terminated (i) other than as described in Section 5(d) or byreason of death, Disability or Retirement, or (ii) because the Participant is in the employ orservice of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless theParticipant continues in the employ or service of another Subsidiary), then all Options shallremain exercisable, to the extent exercisable as of the date of such termination, until the earlierof 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 allSubsidiaries for any reason other than death, Disability or Cause or (ii) the Participantterminates employment with the Company for Good Reason, then all Options shall vest and beimmediately exercisable in full as of the date of such termination and shall remain exercisableuntil the earlier of the Expiration Date or that date which is nine (9) months after such date ofsuch termination. For purposes of this Certificate, “Good Reason” shall mean, without theParticipant’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 theCompany in the Participant’s base salary, or an adverse change in the form or timing of the paymentthereof, 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 theaggregate, provide substantially similar benefits to the Participant and/or his family anddependents 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 thebenefits and total costs under such benefit plans in which the Participant (and/or his family ordependents) was participating at any time during the 90-day period immediately preceding the Changeof Control, or (iv) the Company’s requiring the Participant to be based at any office or locationthat is more than fifty (50) miles further from the office or location thereof immediatelypreceding a Change in Control; provided, however, Good Reason shall not include any of thecircumstances or events described herein unless the Participant has first provided written noticeof such circumstance or event and the Company has not corrected such circumstance or event withinthirty (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 theextent not previously exercised.     6. Effects of Actions Constituting Cause. Notwithstanding anything in thisCertificate or the Plan to the contrary, in the event that the Participant is determined by theCommittee, acting in its sole discretion, to have committed any action which would constituteCause, irrespective of whether such action or the Committee’s determination occurs before or aftertermination 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 shallterminate and be forfeited without notice of any kind. The Committee may defer the exercise of theOptions hereunder for a period of up to forty-five (45) days in order for the Committee to make anydetermination as to the existence of Cause.     7. Breach of Confidentiality, Non-Compete or Non-Solicitation. Notwithstandinganything in this Certificate or the Plan to the contrary, in the event that the Participantmaterially breaches the terms of any confidentiality, non-compete or non-solicitation agreemententered into with the Company or any Subsidiary, whether such breach occurs before or aftertermination 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 Stockreceived, and to disgorge any profits made or realized, in connection with the Options or issuedupon the exercise or vesting of the Options.
 

 
     8. Manner of Option Exercise          (a) Notice. The Options shall be exercised by delivering written notice to theCompany (Attention: HR Stock Administration Staff) stating the number of shares of Stock to bepurchased, the person or persons in whose name the shares of Stock are to be registered and eachsuch person’s address and social security number. Such notice shall not be effective unlessaccompanied by the full purchase price for all shares to be purchased, and any applicable amountswithheld in accordance with Section 13 of the Plan.          (b) Payment. At the time of exercise of the Option, the Participant must pay thetotal purchase price of the Option Shares to be purchased entirely in cash (including a check, bankdraft 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 apromissory note (on terms acceptable to the Committee in its sole discretion) or a Broker ExerciseNotice or Previously Acquired Shares, or by a combination of such methods. In the event theParticipant is permitted to pay the total purchase price of the Option in whole or in part withPreviously Acquired Shares, the value of such shares will be equal to their Fair Market Value onthe date of exercise of the Option.     9. Rights as Stockholder. The Participant or a transferee of the Options shall haveno rights as a stockholder with respect to any shares covered by the Options until he shall havebecome the holder of record of such shares (and the Company shall use its reasonable best effortsto cause the Participant promptly to become the holder of record of such shares), and, except asotherwise provided in the Plan, no adjustment shall be made for dividends or distributions or otherrights in respect of such shares for which the record date is prior to the date upon which he shallbecome the holder or record thereof.     10. Company; Participant.          (a) The term “Company” as used in this Certificate with reference to employment or serviceshall include the Company and its affiliates.          (b) Whenever the word “Participant” is used in any provision of this Certificate undercircumstances where the provision should logically be construed to apply to the executors, theadministrators, legal representatives or the person or persons to whom the Options may betransferred by will or by the laws of descent and distribution, the word “Participant” shall bedeemed 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 sharesof Stock purchased under this Certificate, within two (2) years from the date of the granting ofsuch 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 SYSTEMSHOLDINGS, INC.       By:                   Martin J. Emerson    President and Chief Executive Officer