exv10w1



 








Exhibit 10.1









Services Agreement




American Medical Systems

Martin Emerson

10700 Bren Road West

Minnetonka, MN 55343




Dear Martin,




Salo, LLC appreciates the opportunity to provide services to you and is pleased to confirm the
following terms of engagement:



Scope of Services




Salo, LLC will provide financial professionals to render services on your premises and under your
supervision. For each engagement of our services, we will provide to you a Statement of Work to
this agreement (the “Agreement”) that will describe the services we will provide, the
professionals we will assign (“Contractors” or “Contractor”), and the hourly charge for each
Contractor. If any changes or additions are made to the Statement of Work, we will send you a new
attachment. Our Contractors will perform duties within their skills related to the engagement and
will expect that you understand that they are not authorized to sign tax returns, render legal or
accounting opinions, handle or transport cash or other negotiable instruments, or make any final
decisions on your behalf that would normally be made by one of your directors or officers.



Assignments are performed under the control and supervision of Client and Salo, LLC has no
responsibility with respect thereto. Salo, LLC does not warrant or guarantee that its Contractors
will provide or produce a technical or other solution to Client’s problems or needs or warrant
performance or results.



For one year after any Contractor or Contractor prospect is introduced to Client by Salo, LLC and
during any Assignments, and for one year after any Assignment, Client shall be prohibited from
soliciting such Contractor to work for Client as an employee of Client or as an independent
contractor that Client pays directly or from encouraging Contractor to make an inquiry of Client
regarding the same.



Client is responsible for having Contractors sign any Client forms related to proprietary
information, inventions assignment, and related agreements, consistent with Contractor’s
obligations to others. Notwithstanding any industry practice or course of dealing or otherwise,
Salo, LLC is not responsible for and shall not be liable for Client’s failure to obtain necessary
and sufficient agreements for protection or ownership of proprietary information or intellectual
property or noncompetition with respect to any Contractors.



Salo, LLC and Client agree to defend, indemnify and hold each other harmless from and against all
Damages relating to personal injury, death or tangible physical property damage that results from
that party’s willful or negligent act or omission. Salo, LLC agrees to defend, indemnify and hold
Client harmless from and against all Damages resulting from any alleged failure by Salo, LLC to pay
any wages, benefits or federal, state or local taxes relating to Contractors. Client agrees to
defend, indemnify and hold Salo, LLC harmless from and against all Damages resulting from any
alleged failure by Client to comply with applicable employment or health and safety laws.



Salo, LLC’s aggregate liability for any uninsured Damages arising out of Contractor services from
any cause or causes, including negligence, shall not exceed the total amount paid to Salo, LLC for
such Contractor services. For claims covered by insurance, Salo, LLC’s total liability shall not
exceed the amount paid to Salo, LLC for such Contractor services. For claims covered by insurance,
Salo, LLC’s total liability shall not exceed the amount paid on Salo, LLC’s behalf by insurers in
settlement or satisfaction of



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such claim. NEITHER SALO, LLC NOR CLIENT WILL BE LIABLE FOR ANY
SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED
TO, LOSS OR DAMAGE TO DATA OR PROPRIETARY INFORMATION, LOSS OF ANTICIPATED REVENUE, WORK STOPPAGE
OR IMPAIRMANT OF OTHER ASSETS, WHETHER OR NOT FORSEEABLE.



The parties agree to arbitrate any dispute concerning this Agreement pursuant to the commercial
arbitration rules of the American Arbitration Association in Minneapolis, Minnesota. The
arbitrator’s decision shall be final and non-appealable and the losing party shall pay the
prevailing party’s reasonable attorney’s fees and costs as determined by the court, arbitrator or
mediator.



Fees




Fees for services will be as described in each Statement of Work to this Agreement. Each
Contractor will keep a record of hours worked and present it to you weekly for your approval and
signature. Bills will be submitted to you weekly based upon your approval of the Contractor’s
record of hours worked, and you agree to pay our bills upon receipt.



Salo, LLC incurs substantial recruiting, screening, administrative, and marketing expenses in
connection with Contractor. In the event a Contractor furnished by Salo, LLC is directly hired as
a regular employee of the Client at any time during the first twelve months of an assignment or
within twelve months following its completion, Client hereby agrees to pay Salo, LLC a fee equal to
35% of the annual salary and bonus offered to Contractor. This fee is due and payable on the date
of hire, and any reduction or modification of this fee must be agreed to in writing by an
authorized Salo, LLC representative.



Equal Employment and Safety 




Both of us agree to comply with all applicable federal, state and local equal employment
opportunity laws, including, but not limited to, Title VII of the 1964 Civil Rights Act, the
Americans with Disabilities Act, the Minnesota Human Rights Act and, if applicable, any affirmative
action requirements of Executive Order 11246, the Rehabilitation Act of 1973 or the Vietnam Era
Veterans Readjustment Assistance Act of 1974. You certify that your premises comply with all
government requirements regarding safe working conditions and that our professionals working on
your premises will be given any required safety training or information.



Guarantee




If for any reason you are dissatisfied with a professional assigned to you, we will immediately
remove that person and furnish a replacement as soon as possible. If we are notified of your
dissatisfaction before the completion of the person’s second day of work, we will not charge you
for the first sixteen (16) hours worked by the person. We make no other warranty, either express
or implied. We will not be liable for incidental, indirect or consequential damages or lost
profits, and our maximum liability for any specific engagement, in any case, will not exceed the
fees actually paid to us for that engagement.



Termination or Changes




This Agreement reflects the entire understanding between us of our engagement. Any change to this
Agreement or the services must be in writing and signed by both of us. Either party may terminate
this Services Agreement for convenience, upon thirty (30) days’ prior written notice to the other
party.



General




(a) All notices shall be in writing; mailed notice shall be deemed given the third business day
after mailing. (b) This Agreement may be assigned by either party without the advance written
consent of the other. This Agreement shall be binding upon and inure to the benefit of the
parties, their successors, and



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assigns. (c) After expiration or termination of this Agreement, all
provisions relating to payment shall survive until completion of required payments. In addition,
all provisions regarding warranty and liability and limits thereon shall survive indefinitely. (d)
The parties shall at all times be independent contractors with respect
to each other in carrying out this Agreement. (e) Nothing contained in this Agreement shall create
a joint venture, partnership or employment relationship among the parties and no party has the
right, power or authority to create any obligation or duty, express or implied, on behalf of any
other party. (f) This Agreement shall be deemed to have been made in, and shall be governed by and
construed in accordance with the laws of, the State of Minnesota, exclusive of its rules governing
choice of law and conflict of laws. Any actions under this Agreement shall be brought in Hennepin
County District Court, State of Minnesota.



The terms of this Agreement will become effective upon our receipt of a copy of this Agreement
signed by you.



We appreciate the opportunity to be of service to you and look forward to working with you.



	 	 	 	 	 
	Salo, LLC

 	 
	By:  	/s/ Amy Langer
 	 
	 	 	Signature 	 
	 	 	Amy Langer 	 
	 



Date: August 7, 2006





Accepted and Agreed:



	 	 	 	 	 
	 	 
	By:  	/s/ Martin Emerson
 	 
	 	 	Signature 	 
	 	 	Martin Emerson 	 
	 



Date: August 8, 2006





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Client Attachment

Statement of Work




Client Name: American Medical Systems





This Statement of Work is issued pursuant to the Salo, LLC Services Agreement and relates
specifically to the following engagement:



Date of Client Services Agreement: August 7, 2006




Client Contact & Phone Number: Martin Emerson




Description of Work to be Performed: Interim Chief Financial Officer




Consultant Name: Jill Burchill




Hourly Bill Rate: $225 Regular—$275 Overtime*




Consultant Start Date: August 14, 2006




Consultant Approximate End Date: December 15, 2006




Either party may terminate this Statement of Work for convenience, upon thirty (30) days’ prior
written notice to the other party.



Accepted By:




	 	 	 	 	 
	Client	 	Salo, LLC
	By: 	/s/ Martin Emerson
 

Signature

Martin Emerson	 	By:	/s/ Amy Langer
 

Signature


Amy Langer






• Sálo, LLC is required by law to pay overtime to any Consultant working greater than 40 hours
in a work week, the billing rate for that Consultant’s overtime hours will be at a discounted rate
of $275/hour.



Client will pay Salo, LLC for the services of Contractors at the rates of pay specified in the
Engagement Letter, including overtime rates. Payments to Salo, LLC are due upon receipt of
invoice. Interest shall accrue at the lower of 1.5% per month or the maximum rate allowed by law
on amounts more than 30 days past due. Client shall pay reasonable costs and attorneys’ fees of
Salo, LLC for collection of past due accounts.



If you or any of your affiliates hire or engage any of our Consultants, whether directly or
indirectly, within twelve (12) months following the termination of the Consultant’s services to you
under this Statement of Work, you agree to pay us a fee equal to 35% of the Consultant’s
anticipated aggregate annual compensation, including bonuses. You agree to pay this fee in
addition to any hourly fees incurred by you prior to your hiring or engagement of the Consultant.



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