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Exhibit 10.14 AMERICAN MEDICAL SYSTEMS, INC.
MANAGEMENT INCENTIVE COMPENSATION PLAN
For 2003 I. PURPOSE American Medical Systems, Inc. (AMS) is dedicated to excellence in performance
and in creating a strong link between performance and compensation. This plan
is designed to reward designated management team members of AMS with
performance-based compensation for achieving and surpassing specified company
goals. These goals will reinforce contributing elements to the growth and
financial viability of AMS. The plan is designed to reward overall results,
requiring a high level of individual contribution and cross-functional
effectiveness across the senior levels of company management. II. BONUS POTENTIAL The participant is eligible to receive a percent of his/her base salary based
on the schedules set forth in Attachments I and II. New entrants to the Plan
may have their total compensation base/bonus mix reconfigured to position them
for their bonus schedule. III. PERFORMANCE MEASURES  COMPANY RESULTS Performance measures may vary somewhat from year to year; however, they will
typically be established to achieve the end goal of increased global sales and
profitability. Company results will receive the highest weight versus
individual performance. Performance measures will be as objective as possible and include specific time
frames and numerical measures. Company results measures will generally be consistent for plan participants in
any given year to ensure common goals, alignment and interdependence among
senior-level managers and the organization. Sales results will be based on global shipped sales for the year per the
forecast unless otherwise noted for the individual. Company profitability will
be based on Operating Income as a percent of sales. Attachment I indicates the current weighting by position.




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IV. PARTICIPATION Participants in this Plan effective January 1, 2003 will be the Vice
Presidents, Directors, and selected individuals of the company. Any additional
participants will require the approval of the President and CEO, based on
responsibility in the company and degree of influence on company performance. New hires after the first of the year may be able to participate for 2003 on a
pro-rated basis, particularly if the start date is before 10/1/03. If
employment of a participant is terminated due to his/her performance or the
individual voluntarily leaves the Company, the incentive award is forfeited for
that Plan year. V. APPROVAL, AUTHORIZATION, AND TERMS The Management Incentive Plan, its terms, policies, revisions and measures are
under the full approval of the President and CEO and the Board of Directors.
Any modifications or adjustments to the Plan and performance measures or
consideration of unusual transactions must be approved by the Board of
Directors. Participation in the Plan is not an employment contract or any implied
assurance of continued employment. VI. BONUS PAYMENT Bonus payment will be issued as soon as feasible after the close of the years
financial statements (first quarter following the Plan year). Payment will be
in lump sum unless the Board makes a different election. Financial results will be adjusted for consideration of both positive and
negative foreign currency exchange. If an individuals base salary changes during the year, the award may be
prorated based on the number of months in each position.




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Attachment 1 Management Incentive Compensation Plan 2003
Senior Management Participants
    
    Performance Measures (all worldwide unless noted)100%President & CEO
    
    
    
    70% Sales
    
    30% Operating IncomeOperating Team
    
    100%(EVP Sales & Marketing,
    
    
    
    70% SalesEVP & CFO, EVP & CTO,
    
    
    
    30% Operating IncomeVP RMAQS, VP HR)VP & GM, CryoGen
    
    100%
    
    35% CryoGen Sales
    
    35% Worldwide Sales
    
    30% Worldwide Operating IncomeVP Global Marketing
    
    100%
    
    60% Sales
    
    20% Sales & Marketing Operating Income
    
    20% Functional Leadership ObjectivesVP US Sales
    
    100%
    
    70% US Sales
    
    20% US Sales & Marketing Operating Income
    
    10% Functional Leadership Objectives




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Management Incentive Compensation Plan 2003
Directors Participants
    
    Performance Measures
(all world wide unless noted)Managing Director, Europe;
    
    100%Director of Marketing, Europe
    
    
    
    45% Europe Sales
    
    45% Europe Operating Income
    
    10% Functional Leadership ObjectivesDirector, Intl. Distributor Sales
    
    100%
    
    45% Australia, Canada & Distributor Sales
    
    45% Operating Income for above
    
    10% Functional Leadership ObjectivesMarketing Directors
    
    100%
    
    50% Product Line Results for
Business (60% sales, 40% expense)
    
    15% Functional Leadership
    
    35% Project Team SupportR & D Directors
    
    100%
    
    50% Company Financials (70% sales, 30% operating income)
    
    20-30% Functional Leadership
    
    20-30% Project Team SupportDirectors (All Other)
    
    100%
    
    50% Company Financials (60% sales, 40% operating income)
    
    30% Functional Leadership
    
    20% Project Team Support




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MANAGEMENT INCENTIVE PLAN
SCHEDULE  2003
(Expressed as % of Base Salary)


Plan Achievement

Below 95%
    
    95%
    
    100%
    
    105%
    
    110%
    
    120%
    
    130%
    
    140%
    
    150+%President% of Base
    
    
    0
    %
    
    
    20
    %
    
    
    50
    %
    
    
    55
    %
    
    
    60
    %
    
    70% max.
    
    
    
    
    
    
    
    
    
    
    Exec. VP% of Base
    
    
    0
    %
    
    
    15
    %
    
    
    35
    %
    
    
    40
    %
    
    
    45
    %
    
    
    50
    %
    
    
    55
    %
    
    
    60
    %
    
    
    65
    %VPs% of Base
    
    
    0
    %
    
    
    15
    %
    
    
    30
    %
    
    
    35
    %
    
    
    40
    %
    
    
    45
    %
    
    
    50
    %
    
    
    55
    %
    
    
    60
    %Directors% of
BaseTier 1
    
    
    0
    %
    
    
    15
    %
    
    
    25
    %
    
    
    30
    %
    
    
    35
    %
    
    
    40
    %
    
    
    45
    %
    
    
    50
    %
    
    
    55
    %Directors% of
BaseTier 2
    
    
    0
    %
    
    
    10
    %
    
    
    20
    %
    
    
    25
    %
    
    
    30
    %
    
    
    35
    %
    
    
    40
    %
    
    
    45
    %
    
    
    50
    %