This Separation Agreement ("Agreement") and the Release, which is attached and incorporated by reference as
Exhibit A (the "Release"), are made, effective as of September 27, 2001 (the "Effective Date"), by and between
Gregory J. Melsen ("Employee"), and American Medical Systems, Inc. and its parent and/or subsidiary
corporations, affiliates, successors, predecessors, shareholders, present and/or former officers, directors, agents,
employees, and attorneys, whether in their individual or official capacities, benefit plans and plan administrators,
and insurers (collectively referred to as "Employer").
The Employer and Employee wish to provide for the terms and conditions of Employee's separation from
employment pursuant to the terms of this Agreement.
The Employer does not believe that it has any claims against the Employee, nor do the parties believe that the
Employee has any claims against the Employer. Nevertheless, the parties have agreed upon the following terms
regarding the Employee's separation from employment, and to resolve any actual and potential claims arising out
of the Employee's employment with and separation from Employer.
IN CONSIDERATION OF THIS ENTIRE SEPARATION AGREEMENT AND RELEASE, THE
PARTIES AGREE AS FOLLOWS:
1. TERMINATION OF EMPLOYMENT. From the Effective Date through the Salary Termination Date, as
defined below, the Employee will provide such services, on a part-time basis, as the Employer may reasonably
request; provided that such requests do not interfere with the Employee's other professional or consulting
activities. The Employee's employment with the Employer will terminate effective as of December 31, 2001;
provided, however, that if, prior to December 31, 2001, Employee becomes a part-time or full-time employee of
another for-profit entity or provides consulting services to another for-profit entity for more than 80 hours per
month, then the Employee's employment with the Employer will terminate as of the date that t