exv10w12









Exhibit 10.12




[FORM FOR NON-EMPLOYEE DIRECTORS]


RESTRICTED STOCK AWARD NOTICE



AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.




	 	 	 

	Grant Date

	 	Number of Restricted Shares
	 	 	 
	«Grant_Date»
	 	«Restricted_Stock»






     1. Award Grant. This Notice certifies that, on the Grant Date set forth above
American Medical Systems Holdings, Inc., a Delaware corporation (the “Company”), has granted to:



                                         (the “Participant”)



an award of restricted shares of the Company’s common stock, par value $.0l per share, as set forth
above (the “Restricted Shares”).




     2. Subject to Plan. The Restricted Shares have been granted under the American
Medical Systems Holdings, Inc. 2005 Stock Incentive Plan (As Amended and Restated) (the “Plan”) and
the terms of the Plan are incorporated herein by reference. In the event of any conflict or
inconsistency between this Notice and the Plan, the provisions of the Plan shall control. All
capitalized terms used but not otherwise expressly defined in this Notice shall have the meaning
ascribed to them in the Plan.



     3. Risk of Forfeiture and Transferability Restrictions. The Participant’s right to
retain the Restricted Shares is subject to satisfaction of the vesting conditions set forth herein.
The Restricted Shares will vest and become non-forfeitable, and the restrictions on transfer will
lapse, on a cumulative basis, as set forth in Exhibit A hereto, provided that the Participant
serves as a member of the Board of Directors of the Company on, and has been continuously serving
as a member of the Board of Directors of the Company through, each such date. The Committee shall
have the authority to modify the vesting of any or all of the then-unvested Restricted Shares as
and in the manner set forth in the Plan. Prior to vesting on the terms and conditions above, no
right or interest of the Participant in the Restricted Shares will be assignable or transferable,
or subjected to any lien, during the lifetime of the Participant, either voluntarily or
involuntarily, directly or indirectly, by operation of law or otherwise.



     4. Rights as a Stockholder. Except as provided in Sections 3 above, the Participant
will have all voting, dividend, liquidation and other rights with respect to the Restricted Shares
upon the Participant becoming the holder of record of such shares as if the Participant were a
holder of record of shares of unrestricted Common Stock; provided, however, that any dividends or
distributions (other than regular quarterly cash dividends) paid with respect to any unvested
portion of the Restricted Shares will be subject to the same restrictions as the Restricted Shares
to which such dividends or distributions relate. No interest will be paid on such dividends or
distributions.



 









 





     5. Termination of Service. Subject to the authority of the Committee under Section
12.4 of the Plan, if the Participant’s service as a member of the Board of Directors of the Company
terminates, for any reason, then all Restricted Shares unvested at the time of termination will be
terminated and forfeited.



     6. Change in Control. If a Change in Control occurs, then all unvested Restricted
Shares shall immediately fully vest and be non-forfeitable immediately prior to the Change in
Control.



     7. Breach of Confidentiality, Non-Compete or Non-Solicitation. Notwithstanding
anything in this Notice or the Plan to the contrary, in the event that the Participant materially
breaches the terms of any confidentiality, non-compete or non-solicitation agreement entered into
with the Company or any Subsidiary, whether such breach occurs before or after termination of the
Participant’s service as a member of the Board of Directors of the Company, the Committee in its
sole discretion may require the Participant to surrender Restricted Shares, vested or unvested, and
to disgorge any profits made or realized, in connection with the Restricted Shares.



     8. Participant. Whenever the word “Participant” is used in any provision of this
Notice under circumstances where the provision should logically be construed to apply to the
executors, the administrators, legal representatives or the person or persons to whom the
Restricted Shares may be transferred by will or by the laws of descent and distribution, the word
“Participant” shall be deemed to include such person or persons.



     9. Binding Effect. This Notice shall be binding upon the heirs, executors,
administrators, successors and permitted assigns of the parties hereto.


Dated:




	 	 	 	 	 
	 	AMERICAN MEDICAL SYSTEMS
HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Anthony P. Bihl 	 
	 	 	President and Chief Executive Officer