**Exhibit 10.22****INDEMNIFICATION AGREEMENT**     THIS INDEMNIFICATION AGREEMENT, made and executed this            day of                     , 200          ,by and between American Medical Systems Holdings, Inc., a Delaware corporation (the “Company”), and                                                            , an individual resident of the State of                                          (the“Indemnitee”).     WHEREAS, the Company is aware that, in order to induce highly competent persons to serve theCompany as directors or officers or in other capacities, the Company must provide such persons withadequate protection through insurance and indemnification against inordinate risks of claims andactions against them arising out of their service to and activities on behalf of the Company;     WHEREAS, the Company recognizes that the increasing difficulty in obtaining directors’ andofficers’ liability insurance, the increases in the cost of such insurance and the generalreductions in the coverage of such insurance have increased the difficulty of attracting andretaining such persons;     WHEREAS, the Board of Directors of the Company has determined that it is essential to the bestinterests of the Company’s stockholders that the Company act to assure such persons that there willbe increased certainty of such protection in the future;     WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligateitself to indemnify such persons to the fullest extent permitted by applicable law so that theywill continue to serve the Company free from undue concern that they will not be so indemnified;and     WHEREAS, the Indemnitee is willing to serve, continue to serve, and take on additional servicefor or on behalf of the Company or any of its direct or indirect subsidiaries on the condition thathe/she be so indemnified.     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenantscontained herein, and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the Company and the Indemnitee do hereby agree as follows:     1. **Service by the Indemnitee.**The Indemnitee agrees to serve and/or continue to serve asa director or officer of the Company faithfully and will discharge his/her duties andresponsibilities to the best of his/her ability so long as the Indemnitee is duly elected orqualified in accordance with the provisions of the Amended and Restated Certificate ofIncorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the“By-laws”) of the Company and the General Corporation Law of the State of Delaware, as amended (the“DGCL”), or until his/her earlier death, resignation or removal. The Indemnitee may at any time andfor any reason resign from such position (subject to any other contractual obligation or otherobligation imposed by operation by law), in which event the Company shall have no obligation underthis Agreement to continue to retain the Indemnitee in any such position. Nothing in this Agreementshall confer upon the Indemnitee the right to continue in the employ of the Company or as adirector of the Company or affect the right of the Company to terminate the Indemnitee’s employmentor service at any time in the sole discretion of the Company, with or without cause, subject to anycontract rights of the Indemnitee created or existing otherwise than under this Agreement.     2. **Indemnification.**The Company shall indemnify the Indemnitee against all Expenses (asdefined below), judgments, fines and amounts paid in settlement actually and reasonably incurred bythe Indemnitee as provided in this Agreement to the fullest extent permitted by the Certificate,By-laws and DGCL or other applicable law in effect on the date of this Agreement and to any greaterextent that applicable law may in the future from time to time permit. Without diminishing thescope of the indemnification provided by this Section 2, the rights of indemnification of theIndemnitee provided hereunder shall include, but shall not be limited to, those rights hereinafterset forth, except that no indemnification shall be paid to the Indemnitee:     (a) on account of any action, suit or proceeding in which judgment is renderedagainst the Indemnitee for disgorgement of profits made from the purchase or sale by theIndemnitee of securities of the Company
 

 
pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, asamended (the “Act”), or similar provisions of any federal, state or local statutory law;     (b) on account of conduct of the Indemnitee which is finally adjudged by a court ofcompetent jurisdiction to have been knowingly fraudulent or to constitute willfulmisconduct;     (c) in any circumstance where such indemnification is expressly prohibited byapplicable law;     (d) with respect to liability for which payment is actually made to the Indemniteeunder a valid and collectible insurance policy or under a valid and enforceable indemnityclause, By-law or agreement (other than this Agreement), except in respect of any liabilityin excess of payment under such insurance, clause, By-law or agreement;     (e) if a final decision by a court having jurisdiction in the matter shall determinethat such indemnification is not lawful (and, in this respect, both the Company and theIndemnitee have been advised that it is the position of the Securities and ExchangeCommission that indemnification for liabilities arising under the federal securities laws isagainst public policy and is, therefore, unenforceable, and that claims for indemnificationshould be submitted to the appropriate court for adjudication); or     (f) in connection with any action, suit or proceeding by the Indemnitee against theCompany or any of its direct or indirect subsidiaries or the directors, officers, employeesor other Indemnitees of the Company or any of its direct or indirect subsidiaries, (i)unless such indemnification is expressly required to be made by law, (ii) unless theproceeding was authorized by the Board of Directors of the Company, (iii) unless suchindemnification is provided by the Company, in its sole discretion, pursuant to the powersvested in the Company under applicable law, or (iv) except as provided in Sections 11 and 13hereof.     3. **Actions or Proceedings Other Than an Action by or in the Right of the Company.**TheIndemnitee shall be entitled to the indemnification rights provided in this Section 3 if theIndemnitee was or is a party or witness or is threatened to be a party or witness to anythreatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative in nature, other than an action by or in the right of the Company,by reason of the fact that the Indemnitee is or was a director, officer, employee, agent orfiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving atthe request of the Company, or any of its direct or indirect subsidiaries, as a director, officer,employee, agent or fiduciary of any other entity, including, but not limited to, anothercorporation, partnership, limited liability company, employee benefit plan, joint venture, trust orother enterprise, or by reason of any act or omission by him/her in such capacity. Pursuant to thisSection 3, the Indemnitee shall be indemnified against all Expenses, judgments, penalties(including excise and similar taxes), fines and amounts paid in settlement which were actually andreasonably incurred by the Indemnitee in connection with such action, suit or proceeding(including, but not limited to, the investigation, defense or appeal thereof), if the Indemniteeacted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed tothe best interests of the Company, and, with respect to any criminal action or proceeding, had noreasonable cause to believe his/her conduct was unlawful.     4. **Actions by or in the Right of the Company.**The Indemnitee shall be entitled to theindemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness oris threatened to be made a party or witness to any threatened, pending or completed action, suit orproceeding brought by or in the right of the Company to procure a judgment in its favor by reasonof the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of theCompany, or any of its direct or indirect subsidiaries, or is or was serving at the request of theCompany, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent orfiduciary of another entity, including, but not limited to, another corporation, partnership,limited liability company, employee benefit plan, joint venture, trust or other enterprise, or byreason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, theIndemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her inconnection with the defense or settlement of such action, suit or proceeding (including, but notlimited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith andin a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of theCompany; provided however, that no such indemnification shall be made in respect of any claim,issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company,unless and only to the extent that the Court of Chancery of the State of Delaware or the court inwhich such action, suit or proceeding was brought shall determine
 

 
upon application that, despite the adjudication of liability but in view of all the circumstancesof the case, the Indemnitee is fairly and reasonably entitled to be indemnified against suchExpenses actually and reasonably incurred by him/her which such court shall deem proper.     5. **Good Faith Definition.**For purposes of this Agreement, the Indemnitee shall be deemedto have acted in good faith and in a manner the Indemnitee reasonably believed to be in or notopposed to the best interests of the Company, or, with respect to any criminal action or proceedingto have had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if such actionwas based on (i) the records or books of the account of the Company or other enterprise, includingfinancial statements; (ii) information supplied to the Indemnitee by the officers of the Company orother enterprise in the course of their duties; (iii) the advice of legal counsel for the Companyor other enterprise; or (iv) information or records given in reports made to the Company or otherenterprise by an independent certified public accountant or by an appraiser or other expertselected with reasonable care by the Company or other enterprise.     6. **Indemnification for Expenses of Successful Party.**Notwithstanding the otherprovisions of this Agreement, to the extent that the Indemnitee has served on behalf of theCompany, or any of its direct or indirect subsidiaries, as a witness or other participant in anyclass action or proceeding, or has been successful, on the merits or otherwise, in defense of anyaction, suit or proceeding referred to in Section 3 and 4 hereof, or in defense of any claim, issueor matter therein, including, but not limited to, the dismissal of any action without prejudice,the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by theIndemnitee in connection therewith, regardless of whether or not the Indemnitee has met theapplicable standards of Section 3 or 4 and without any determination pursuant to Section 8.     7. **Partial Indemnification.**If the Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of the Expenses, judgments, finesand amounts paid in settlement actually and reasonably incurred by the Indemnitee in connectionwith the investigation, defense, appeal or settlement of such suit, action, investigation orproceeding described in Section 3 or 4 hereof, but is not entitled to indemnification for the totalamount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of suchExpenses, judgments, penalties, fines and amounts paid in settlement actually and reasonablyincurred by the Indemnitee to which the Indemnitee is entitled.     8. **Procedure for Determination of Entitlement to Indemnification.**          (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Companya written request, including documentation and information which is reasonably available to theIndemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee isentitled to indemnification. The Secretary of the Company shall, promptly upon receipt of a requestfor indemnification, advise the Board of Directors in writing that the Indemnitee has requestedindemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’srequest for indemnification hereunder shall be borne by the Company. The Company hereby indemnifiesand agrees to hold the Indemnitee harmless for any Expenses incurred by the Indemnitee under theimmediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’sentitlement to indemnification.          (b) Upon written request by the Indemnitee for indemnification pursuant to Section 3 or 4hereof, the entitlement of the Indemnitee to indemnification pursuant to the terms of thisAgreement shall be determined by the following person or persons, who shall be empowered to makesuch determination: (i) if a Change in Control (as hereinafter defined) shall have occurred, byIndependent Counsel (as hereinafter defined) (unless the Indemnitee shall request in writing thatsuch determination be made by the Board of Directors (or a committee thereof) in the mannerprovided for in clause (ii) of this Section 8(b)) in a written opinion to the Board of Directors, acopy of which shall be delivered to the Indemnitee; or (ii) if a Change in Control shall not haveoccurred, (A)(1) by the Board of Directors of the Company, by a majority vote of DisinterestedDirectors (as hereinafter defined) even though less than a quorum, or (2) by a committee ofDisinterested Directors designated by majority vote of Disinterested Directors, even though lessthan a quorum, or (B) if there are no such Disinterested Directors or, even if there are suchDisinterested Directors, if the Board of Directors, by the majority vote of DisinterestedDirectors, so directs, by Independent Counsel in a written opinion to the Board of Directors, acopy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected bythe Board of Directors and approved by the Indemnitee. Upon failure of the Board of Directors to soselect, or upon failure of the Indemnitee to
 

 
soapprove, such Independent Counsel shall be selected by the Chancellor of the State of Delaware or such otherperson as the Chancellor shall designate to make such selection. Such determination of entitlementto indemnification shall be made not later than 45 days after receipt by the Company of a writtenrequest for indemnification. If the person making such determination shall determine that theIndemnitee is entitled to indemnification as to part (but not all) of the application forindemnification, such person shall reasonably prorate such part of indemnification among suchclaims, issues or matters. If it is so determined that the Indemnitee is entitled toindemnification, payment to the Indemnitee shall be made within ten days after such determination.     9. **Presumptions and Effect of Certain Proceedings.**          (a) In making a determination with respect to entitlement to indemnification, the Indemniteeshall be presumed to be entitled to indemnification hereunder and the Company shall have the burdenof proof in the making of any determination contrary to such presumption.          (b) If the Board of Directors, or such other person or persons empowered pursuant to Section 8to make the determination of whether the Indemnitee is entitled to indemnification, shall havefailed to make a determination as to entitlement to indemnification within 45 days after receipt bythe Company of such request, the requisite determination of entitlement to indemnification shall bedeemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification,absent actual and material fraud in the request for indemnification or a prohibition ofindemnification under applicable law. The termination of any action, suit, investigation orproceeding described in Section 3 or 4 hereof by judgment, order, settlement or conviction, or upona plea of *nolo contendere*or its equivalent, shall not, of itself: (a) create a presumption thatthe Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be inor not opposed to the best interests of the Company, and, with respect to any criminal action orproceeding, that the Indemnitee has reasonable cause to believe that the Indemnitee’s conduct wasunlawful; or (b) otherwise adversely affect the rights of the Indemnitee to indemnification, exceptas may be provided herein.     10. **Advancement of Expenses.**All reasonable Expenses actually incurred by the Indemniteein connection with any threatened or pending action, suit or proceeding shall be paid by theCompany in advance of the final disposition of such action, suit or proceeding, if so requested bythe Indemnitee, within 20 days after the receipt by the Company of a statement or statements fromthe Indemnitee requesting such advance or advances. The Indemnitee may submit such statements fromtime to time. The Indemnitee’s entitlement to such Expenses shall include those incurred inconnection with any proceeding by the Indemnitee seeking an adjudication or award in arbitrationpursuant to this Agreement. Such statement or statements shall reasonably evidence the Expensesincurred by the Indemnitee in connection therewith and shall include or be accompanied by a writtenaffirmation by the Indemnitee of the Indemnitee’s good faith belief that the Indemnitee has met thestandard of conduct necessary for indemnification under this Agreement and an undertaking by or onbehalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee isnot entitled to be indemnified against such Expenses by the Company pursuant to this Agreement orotherwise. Each written undertaking to pay amounts advanced must be an unlimited general obligationbut need not be secured, and shall be accepted without reference to financial ability to makerepayment.     11. **Remedies of the Indemnitee in Cases of Determination not to Indemnify or to AdvanceExpenses.**In the event that a determination is made that the Indemnitee is not entitled toindemnification hereunder or if the payment has not been timely made following a determination ofentitlement to indemnification pursuant to Sections 8 and 9, or if Expenses are not advancedpursuant to Section 10, the Indemnitee shall be entitled to a final adjudication in an appropriatecourt of the State of Delaware or any other court of competent jurisdiction of the Indemnitee’sentitlement to such indemnification or advance. Alternatively, the Indemnitee may, at theIndemnitee’s option, seek an award in arbitration to be conducted by a single arbitrator pursuantto the rules of the American Arbitration Association, such award to be made within 60 daysfollowing the filing of the demand for arbitration. The Company shall not oppose the Indemnitee’sright to seek any such adjudication or award in arbitration or any other claim. Such judicialproceeding or arbitration shall be made *de novo*, and the Indemnitee shall not be prejudiced byreason of a determination (if so made) that the Indemnitee is not entitled to indemnification. If adetermination is made or deemed to have been made pursuant to the terms of Section 8 or Section 9hereof that the Indemnitee is entitled to indemnification, the Company shall be bound by suchdetermination, and shall be precluded from asserting that such determination has not been made orthat the procedure by which such
 

 
determination was made is not valid, binding and enforceable. TheCompany further agrees to stipulate in any such court or before any such arbitrator that the Company is bound byall the provisions of thisAgreement and is precluded from making any assertions to the contrary. If the court or arbitratorshall determine that the Indemnitee is entitled to any indemnification hereunder, the Company shallpay all reasonable Expenses actually incurred by the Indemnitee in connection with suchadjudication or award in arbitration (including, but not limited to, any appellate proceedings).     12. **Notification and Defense of Claim.**Promptly after receipt by the Indemnitee ofnotice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim inrespect thereof is to be made against the Company under this Agreement, notify the Company inwriting of the commencement thereof; but the omission to so notify the Company will not relieve theCompany from any liability that it may have to the Indemnitee otherwise than under this Agreementor otherwise, except to the extent that the Company may suffer material prejudice by reason of suchfailure. Notwithstanding any other provision of this Agreement, with respect to any such action,suit or proceeding as to which the Indemnitee gives notice to the Company of the commencementthereof:     (a) The Company will be entitled to participate therein at its own expense.     (b) Except as otherwise provided in this Section 12(b), to the extent that it may wish,the Company, jointly with any other indemnifying party similarly notified, shall be entitledto assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. Afternotice from the Company to the Indemnitee of its election to so assume the defense thereof,the Company shall not be liable to the Indemnitee under this Agreement for any legal orother Expenses subsequently incurred by the Indemnitee in connection with the defensethereof other than reasonable costs of investigation or as otherwise provided below. TheIndemnitee shall have the right to employ the Indemnitee’s own counsel in such action orlawsuit, but the fees and Expenses of such counsel incurred after notice from the Company ofits assumption of the defense thereof shall be at the expense of the Indemnitee unless (i)the employment of counsel by the Indemnitee has been authorized by the Company, (ii) theIndemnitee shall have reasonably concluded that there may be a conflict of interest betweenthe Company and the Indemnitee in the conduct of the defense of such action and suchdetermination by the Indemnitee shall be supported by an opinion of counsel, which opinionshall be reasonably acceptable to the Company, or (iii) the Company shall not in fact haveemployed counsel to assume the defense of the action, in each of which cases the fees andExpenses of counsel shall be at the expense of the Company. The Company shall not beentitled to assume the defense of any action, suit or proceeding brought by or on behalf ofthe Company or as to which the Indemnitee shall have reached the conclusion provided for inclause (ii) above.     (c) The Company shall not be liable to indemnify the Indemnitee under this Agreementfor any amounts paid in settlement of any action, suit or proceeding effected without itswritten consent, which consent shall not be unreasonably withheld. The Company shall not berequired to obtain the consent of the Indemnitee to settle any action, suit or proceedingwhich the Company has undertaken to defend if the Company assumes full and soleresponsibility for such settlement and such settlement grants the Indemnitee a complete andunqualified release in respect of any potential liability.     (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12,the Company has director and officer liability insurance in effect, the Company shall giveprompt notice of the commencement of such proceeding to the insurers in accordance with theprocedures set forth in the respective policies. The Company shall thereafter take allnecessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,all amounts payable as a result of such proceeding in accordance with the terms of thepolicies.     13. **Other Right to Indemnification.**The indemnification and advancement of Expensesprovided by this Agreement are cumulative, and not exclusive, and are in addition to any otherrights to which the Indemnitee may now or in the future be entitled under any provision of theBy-laws or Certificate of the Company, any vote of stockholders or Disinterested Directors, anyprovision of law or otherwise. Except as required by applicable law, the Company shall not adoptany amendment to its By-laws or Certificate the effect of which would be to deny, diminish orencumber the Indemnitee’s right to indemnification under this Agreement.
 

 
     14. **Director and Officer Liability Insurance.**The Company shall maintain directors’ andofficers’ liability insurance for so long as the Indemnitee’s services are covered hereunder,provided and to the extent that such insurance is available on a commercially reasonable basis. Inthe event the Company maintains directors’ and officers’ liability insurance, the Indemnitee shallbe named as an insured in such manner as to provide the Indemnitee the same rights and benefits asare accorded to the most favorably insured of the Company’s officers or directors. However, theCompany agrees that the provisions hereof shall remain in effect regardless of whether liability orother insurance coverage is at any time obtained or retained by the Company, except that anypayments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce theobligations of the Company hereunder.     15. **Spousal Indemnification.**The Company will indemnify the Indemnitee’s spouse to whomthe Indemnitee is legally married at any time the Indemnitee is covered under the indemnificationprovided in this Agreement (even if the Indemnitee did not remain married to him or her during theentire period of coverage) against any pending or threatened action, suit, proceeding orinvestigation for the same period, to the same extent and subject to the same standards,limitations, obligations and conditions under which the Indemnitee is provided indemnificationherein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatenedaction, suit, proceeding or investigation solely by reason of his or her status as the Indemnitee’sspouse, including, without limitation, any pending or threatened action, suit, proceeding orinvestigation that seeks damages recoverable from marital community property, jointly-ownedproperty or property purported to have been transferred from the Indemnitee to his/her spouse (orformer spouse). The Indemnitee’s spouse or former spouse also may be entitled to advancement ofExpenses to the same extent that the Indemnitee is entitled to advancement of Expenses herein. TheCompany may maintain insurance to cover its obligation hereunder with respect to the Indemnitee’sspouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.     16. **Intent.**This Agreement is intended to be broader than any statutory indemnificationrights applicable in the State of Delaware and shall be in addition to any other rights theIndemnitee may have under the Company’s Certificate, By-laws, applicable law or otherwise. To theextent that a change in applicable law (whether by statute or judicial decision) permits greaterindemnification by agreement than would be afforded currently under the Company’s Certificate,By-laws, applicable law or this Agreement, it is the intent of the parties that the Indemniteeenjoy by this Agreement the greater benefits so afforded by such change. In the event of any changein applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify amember of its Board of Directors or an officer, employee, agent or fiduciary, such change, to theextent not otherwise required by such law, statute or rule to be applied to this Agreement, shallhave no effect on this Agreement or the parties’ rights and obligations hereunder.     17. **Attorney’s Fees and Other Expenses to Enforce Agreement.**In the event that theIndemnitee is subject to or intervenes in any action, suit or proceeding in which the validity orenforceability of this Agreement is at issue or seeks an adjudication or award in arbitration toenforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement theIndemnitee, if he/she prevails in whole or in part in such action, shall be entitled to recoverfrom the Company and shall be indemnified by the Company against any actual expenses for attorneys’fees and disbursements reasonably incurred by the Indemnitee.     18. **Effective Date.**The provisions of this Agreement shall cover claims, actions, suitsor proceedings whether now pending or hereafter commenced and shall be retroactive to cover acts oromissions or alleged acts or omissions which heretofore have taken place. The Company shall beliable under this Agreement, pursuant to Sections 3 and 4 hereof, for all acts of the Indemniteewhile serving as a director and/or officer, notwithstanding the termination of the Indemnitee’sservice, if such act was performed or omitted to be performed during the term of the Indemnitee’sservice to the Company.     19. **Duration of Agreement.**This Agreement shall survive and continue even though theIndemnitee may have terminated his/her service as a director, officer, employee, agent or fiduciaryof the Company or as a director, officer, employee, agent or fiduciary of any other entity,including, but not limited to another corporation, partnership, limited liability company, employeebenefit plan, joint venture, trust or other enterprise or by reason of any act or omission by theIndemnitee in any such capacity. This Agreement shall be binding upon the Company and itssuccessors and assigns, including, without limitation, any corporation or other entity which mayhave acquired all or substantially all of the Company’s assets or business or into which theCompany may be consolidated or merged, and shall inure to the benefit of the Indemnitee and
 

 
his/herspouse, successors, assigns, heirs, devisees, executors, administrators or other legal representations. The Company shall require any successoror assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company, by written agreement in form andsubstance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agreeto perform this Agreement in the same manner and to the same extent that the Company would berequired to perform if no such succession or assignment had taken place.     20. **Disclosure of Payments.**Except as expressly required by any Federal or statesecurities laws or other Federal or state law, neither party shall disclose any payments under thisAgreement unless prior approval of the other party is obtained.     21. **Severability.**If any provision or provisions of this Agreement shall be heldinvalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality andenforceability of the remaining provisions of this Agreement (including, but not limited to, allportions of any Sections of this Agreement containing any such provision held to be invalid,illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to thefullest extent possible, the provisions of this Agreement (including, but not limited to, allportions of any paragraph of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall beconstrued so as to give effect to the intent manifest by the provision held invalid, illegal orunenforceable.     22. **Counterparts.**This Agreement may be executed by one or more counterparts, each ofwhich shall for all purposes be deemed to be an original but all of which together shall constituteone and the same Agreement. Only one such counterpart signed by the party against whomenforceability is sought shall be required to be produced to evidence the existence of thisAgreement.     23. **Captions.**The captions and headings used in this Agreement are inserted forconvenience only and shall not be deemed to constitute part of this Agreement or to affect theconstruction thereof.     24. **Definitions.**For purposes of this Agreement:     (a) “Change in Control” shall mean a change in control of the Company occurring afterthe date hereof of a nature that would be required to be reported in response to Item 6(e)of Schedule 14A of Regulation 14A (or in response to any similar item on any similarschedule or form) promulgated under the Act, whether or not the Company is then subject tosuch reporting requirement; *provided*, *however*, that, without limitation, a Change in Controlshall include:     (i) The acquisition by any individual, entity or group (within the meaning ofSection 13(d)(3) or 14(d)(2) of the Act (a “Person”) of beneficial ownership (withinthe meaning of Rule 13d-3 promulgated under the Act) of 50% or more (on a fully dilutedbasis) of either (A) the then outstanding shares of the Company’s Common Stock (“CommonStock”), taking into account as outstanding for this purpose shares of Common Stockissuable upon the exercise of options or warrants, the conversion of convertible stockor debt, and the exercise of any similar right to acquire shares of Common Stock (the“Outstanding Company Common Stock”) or (B) the combined voting power of the thenoutstanding voting securities of the Company entitled to vote generally in the electionof directors (the “Outstanding Company Voting Securities”); provided, however, that forpurposes of this subsection (i), the following acquisitions shall not constitute aChange of Control: (x) any acquisition by the Company or any “affiliate” of theCompany, within the meaning of 17 C.F.R. ss. 230.405 (an “Affiliate”), (y) anyacquisition by any employee benefit plan (or related trust) sponsored or maintained bythe Company or any Affiliate of the Company, (z) any acquisition by any corporationpursuant to a transaction which complies with clauses (A), (B) and (C) of subsection(ii) of this Section 24(a) (persons and entities described in clauses (x), (y) and (z)being referred to herein as “Permitted Holders”);     (ii) The consummation of a reorganization, merger or consolidation or sale orother disposition of all or substantially all of the assets of the Company (a “BusinessCombination”), in each case, unless, following such Business Combination, (A) all orsubstantially all of the individuals and entities who were the beneficial owners,respectively, of the Outstanding Company Common Stock and Outstanding
 

 
Company VotingSecurities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the thenoutstanding shares of Common Stock and the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election of directors,as the case may be, of the corporation resulting from such Business Combination(including, without limitation, a corporation which as a result of such transactionowns the Company or all or substantially all of the Company’s assets either directly orthrough one or more subsidiaries) in substantially the same proportions as theirownership, immediately prior to such Business Combination of the Outstanding CompanyCommon Stock and Outstanding Company Voting Securities, as the case may be; (B) noPerson (excluding any Permitted Holder) beneficially owns, directly or indirectly, 50%or more (on a fully diluted basis) of, respectively, the then outstanding shares ofcommon stock of the corporation resulting from such Business Combination, taking intoaccount as outstanding for this purpose such common stock issuable upon the exercise ofoptions or warrants, the conversion of convertible stock or debt, and the exercise ofany similar right to acquire such common stock, or the combined voting power of thethen outstanding voting securities of such corporation except to the extent that suchownership existed prior to the Business Combination; and (C) at least a majority of themembers of the board of directors of the corporation resulting from such BusinessCombination were members of the incumbent Board of Directors of the Company at the timeof the execution of the initial agreement providing for such Business Combination;     (iii) Approval by the shareholders of the Company of a complete liquidation ordissolution of the Company;     (iv) The sale of at least 80% of the assets of the Company to an unrelated party,or completion of a transaction having a similar effect; or     (v) The individuals who on the effective date of this Agreement constitute theBoard of Directors thereafter cease to constitute at least a majority thereof; providedthat any person becoming a member of the Board of Directors subsequent to sucheffective date whose election or nomination was approved by a vote of at leasttwo-thirds of the directors who then comprised the Board of Directors immediately priorto such vote shall be considered a member of the Board of Directors on the effectivedate.     (b) “Disinterested Director” shall mean a director of the Company who is not or wasnot a party to the action, suit, investigation or proceeding in respect of whichindemnification is being sought by the Indemnitee.     (c) “Expenses” shall include all attorneys’ fees, retainers, court costs, transcriptcosts, fees of experts, witness fees, travel expenses, duplicating costs, printing andbinding costs, telephone charges, postage, delivery service fees, and all otherdisbursements or expenses incurred in connection with prosecuting, defending, preparing toprosecute or defend, investigating or being or preparing to be a witness in any threatened,pending or completed action, suit or proceeding, whether civil, criminal, administrative orinvestigative in nature.     (d) “Independent Counsel” shall mean a law firm or a member of a law firm thatneither is presently nor in the past five years has been retained to represent (i) theCompany or the Indemnitee in any matter material to either such party or (ii) any otherparty to the action, suit, investigation or proceeding giving rise to a claim forindemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”shall not include any person who, under the applicable standards of professional conductthen prevailing, would have a conflict of interest in representing either the Company or theIndemnitee in an action to determine the Indemnitee’s right to indemnification under thisAgreement.     25. **Entire Agreement, Modification and Waiver.**This Agreement constitutes the entireagreement and understanding of the parties hereto regarding the subject matter hereof, and nosupplement, modification or amendment of this Agreement shall be binding unless executed in writingby both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed orshall constitute a waiver of any other provisions hereof (whether or not similar) nor shall suchwaiver constitute a continuing waiver. No supplement, modification or amendment
 

 
of this Agreement shall limit or restrict any right of the Indemnitee under thisAgreement in respect of any act or omission of the Indemnitee prior to the effective date of suchsupplement, modification or amendment unless expressly provided therein.     26. **Notices.**All notices, requests, demands or other communications hereunder shall bein writing and shall be deemed to have been duly given if (i) delivered by hand with receiptacknowledged by the party to whom said notice or other communication shall have been directed, (ii)mailed by certified or registered mail, return receipt requested with postage prepaid, on the dateshown on the return receipt or (iii) delivered by facsimile transmission on the date shown on thefacsimile machine report:         (a) If to the Indemnitee to:                                                     (b) If to the Company, to:             American Medical Systems, Inc.    10700 Bren Road West    Minnetonka, Minnesota 55343    Attn: Chief Executive Officer    Fax: (612) 930-6695              with a copy to:             Oppenheimer Wolff & Donnelly LLP    3300 Plaza VII    45 South Seventh Street    Minneapolis, Minnesota 55402    Attn: Thomas A. Letscher, Esq.    Fax: (612) 607-7100or to such other address as may be furnished to the Indemnitee by the Company or to the Company bythe Indemnitee, as the case may be.     27. **Governing Law.**The parties hereto agree that this Agreement shall be governed by,and construed and enforced in accordance with, the laws of the State of Delaware, applied withoutgiving effect to any conflicts-of-law principles.     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year firstabove written.       AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.  By         Name:         Title:              INDEMNITEE:  By         Name: