**Exhibit 10.20****[FORM FOR DIRECTORS]****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 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 serves on the Board of Directors of the Company, the Options shall vest and shall beexercisable as to the Option Shares during the term of service on the Board of Directors in theamount 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 Service. Subject specifically to the authority of the Committeeunder Section 12.4 of the Plan:          (a) If, prior to the Expiration Date, the Participant’s service as a member of the Board ofDirectors is terminated for any reason other than Cause, the Options shall remain exercisable untilthe earlier of the Expiration Date or five (5) years after such date of termination (the “Date ofTermination”) to the extent the Options were vested and exercisable as of the Date of Termination.          (b) If, prior to the Expiration Date, the Participant’s service as a member of the Board ofDirectors is terminated for Cause, (i) unless otherwise provided by the Board, the Options, to theextent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) allshares of Stock received pursuant toan exercise of the Options after such termination, in contravention of subsection (i) above,may be purchased by the Company at its discretion for the exercise price of such shares paid by theParticipant.
 

 
          (c) After the expiration of any exercise period described in any of Sections 5(a) through (b)above, the Options shall terminate together with all of the Participant’s rights hereunder, to theextent not previously exercised.     6. Change in Control. If a Change in Control occurs, then all Options shall vest andbe immediately exercisable in full immediately prior to the Change in Control and shall remainexercisable for the periods set forth in Section 5.     7. 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 service as a member of the Board of Directors, this Certificateand all rights of the Participant under this Certificate and the Plan shall terminate and beforfeited without notice of any kind. The Committee may defer the exercise of the Optionshereunder for a period of up to forty-five (45) days in order for the Committee to make anydetermination as to the existence of Cause.     8. 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 service as a member of the Board of Directors, the Committee inits sole discretion may require the Participant to surrender shares of Stock received, and todisgorge any profits made or realized, in connection with the Options or issued upon the exerciseor vesting of the Options.     9. 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.     10. 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.     11. Participant. Whenever the word “Participant” is used in any provision of thisCertificate under circumstances where the provision should logically be construed to apply to theexecutors, the administrators, legal representatives or the person or persons to whom the Optionsmay be transferred by will or by the laws of descent and distribution, the word “Participant” shallbe deemed to include such person or persons.     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