SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT OF DOUGLAS W. KOHRS
This Amendment is made and entered into effective as of January 23, 2002, between American Medical
Systems, Inc., a Delaware corporation (the "Company"), and Douglas W. Kohrs (the "Executive").
R E C I T A L S
WHEREAS, The Company and the Executive are parties to an Employment Agreement, dated as of April 23,
1999, as amended on April 17, 2000 (as so amended, the "Employment Agreement");
WHEREAS, the parties hereto have agreed to amend the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties
hereto hereby agree as follows:
A. EMPLOYMENT AGREEMENT AMENDMENTS
1. The definition of "Change of Control" in Section 6(f) of the Employment Agreement is amended, effective as of
April 17, 2000, to the extent necessary to provide that all references therein to the Company shall be deemed to
be references to American Medical Systems Holdings, Inc., the parent corporation of the Company. The
Executive acknowledges and agrees that no Change of Control has occurred prior to the date hereof.
2. Section 6(f) of the Employment Agreement is amended to the extent necessary to clarify that in the event of a
Change of Control, all unvested shares that are subject to the Option shall become immediately vested and
exercisable as set forth in Section 2 of the Stock Option Agreement attached as Exhibit B to the Employment
Agreement, whether or not the Executive's employment is terminated by the Company without Cause or by the
Executive for Good Reason during the 12-month period immediately following a Change of Control.
3. A new Section 6(g) shall be added to the Employment Agreement immediately following the existing Section 6
(h), which shall read as follows:
(g) Gross-Up Payment. If the Executive becomes entitled to payments and benefits following a Change in Control
under Section 6(f) or the vesting of any stock options held by the Executi