CHANGE IN CONTROL SEVERANCE AGREEMENT

Exhibit 10.3

CHANGE IN CONTROL SEVERANCE AGREEMENT

     This Change in Control Severance Agreement (this “ Agreement ”), effective as of                                          ,                      , is between American Medical Systems Holdings, Inc., a Delaware corporation (“Parent Corporation”), on its behalf and on behalf of all of its Affiliates (collectively, and if the context requires, each individually, referred to herein as the “ Company ”), located at 10700 Bren Road West, Minnetonka, Minnesota 55343 and                                          , an individual residing at                                                                                  (the “ Executive ”).

     A. The Executive is currently employed by the Company in an executive or senior management position.

     B. The Board considers the operation of the Company to be of critical importance to the Parent Corporation and therefore the establishment and maintenance of a sound and vital management team of the Company is essential to protecting and enhancing the best interests of the Parent Corporation and its stockholders.

     C. In this connection, the Board recognizes that the possibility of a Change in Control may arise and that such possibility and the uncertainty and questions which such transaction may raise among key management personnel of the Company and its subsidiaries could result in the departure or distraction of such management personnel to the detriment of the Parent Corporation and its stockholders.

     D. The Board has determined that appropriate steps should be taken to minimize the risk that Company executive management will depart prior to a Change in Control, thereby leaving the Company without adequate executive management personnel during such a critical period, and to reinforce and encourage the continued attention and dedication of members of the Company’s executive management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control.

     E. The Board recognizes that continuance of the Executive’s position with the Company involves a substantial commitment to the Company in terms of the Executive’s personal life and professional career and the possibility of foregoing present and future career opportunities, for which the Company receives substantial benefits.

     F. To induce the Executive to remain in the employ of the Company, this Agreement, which has been approved by the Board, sets forth the benefits that the Company agrees will be provided to the Executive in the event of a Change in Control under the circumstances described below.

     G. The Company and the Executive intend that the benefits provided under this Agreement will comply, in form and operation, with the requirements of Section 409A of the Code and this Agreement will be construed and administered in a manner that is consistent with and gives effect to such intention.

     H. Certain capitalized terms that are used in this Agreement are defined in Exhibit A, which is an integral part of this Agreement.

     Accordingly, the Company and the Executive each intending to be legally bound, agree as follows:

     1.  Term of Agreement . This Agreement is effective immediately and will continue in effect only so long as the Executive remains employed by the Company. This Agreement will automatically terminate upon the Executive’s Termination of Employment with the Company, except for a Termination of Employment contemplated by Section 2, in which case this Agreement will remain in effect until the date on which the Company’s obligations to the Executive arising under or in connection with this Agreement have been satisfied in full. Notwithstanding the foregoing, this Agreement shall terminate immediately (and no benefit will be payable under this Agreement) in the event, prior to a Change in Control, and in a transaction that is not a Change in Control, either the Company ceases to be an Affiliate of the Parent Corporation or sells all or substantially all of its assets, in one or a series of related transactions, to any Person.

     2.  Benefits upon a Change in Control Termination . The Executive will become entitled to the benefits described in this Section 2 on account of a Termination of Employment if and only if (i) the Company terminates the Executive’s employment for any reason other than for Cause, or the Executive terminates the Executive’s employment with the Company for Good Reason, and (ii) the Termination of Employment occurs either within the period beginning on the date of a Change in Control and ending on the last day of the first full calendar month following the first anniversary date of the Change in Control or prior to a Change in Control if the Executive’s Termination of Employment was either a condition of the Change in Control or was at the request or insistence of a Person related to the Change in Control.

     (a) Cash Payment . Subject to Section 2(d), not more than 10 days following the Date of Termination, or, if later, not more than 10 days following the date of the Change in Control, the Company will make a lump-sum cash payment to the Executive in an amount equal to [CEO: two times; COO and CFO: one and one-half times; other executives: one times] the sum of (i) the Executive’s Base Pay, plus (ii) 100% of the Executive’s target bonus established for the year during which the Change in Control occurs.

     (b) Group Health Plans; Life Insurance . If the Executive elects COBRA coverage under the Company’s group health and dental plans, then during each month of the Continuation Period (as defined below), the Company will pay the Executive an amount equal to the excess of (a) the portion of the monthly cost for the Executive’s coverage under the Company’s group health and dental plans that was borne by the Company immediately prior to the Executive’s Termination of Employment or, if greater, immediately prior to the Change in Control over (b) the portion of the monthly cost for the Executive’s coverage under the Company’s group health and dental plans that is borne by the Company during the Continuation Period, which excess is $0.00 if the Executive fails to elect or maintain COBRA coverage during the Continuation Period. The Executive’s coverage will be deemed to include any Company contribution to a Health Savings Account (or similar arrangement) for the Executive. If the level of the Executive’s coverage changes during the Continuation Period, as, for example, from single to family coverage or to no coverage, the amount will be determined as if the new

coverage level had been the level of coverage in effect immediately prior to the Termination of Employment or Change in Control, as the case may be. The Executive shall be entitled to elect health care continuation coverage under the Company’s group health and dental plans for up to 12 months beyond the end of the 18-month COBRA period if he or she has not become eligible to participate as an employee in a plan of another employer providing group health and dental benefits to the Executive and the Executive’s eligible family members and dependents, which plan does not contain any exclusion or limitation with respect to any pre-existing condition of the Executive or any eligible family member or dependent who would otherwise be covered under the Company’s plan but for this clause. If COBRA continuation coverage is not available to the Executive during any portion of the Continuation Period (other than by reason of his or her failure to elect COBRA continuation coverage or to pay the required premiums for such coverage), the Company will provide comparable medical benefits pursuant to an alternative arrangement, such as an individual medical insurance contract, and such alternative benefits will be treated as part of the Company’s health and dental plan. In addition, during each month of the Continuation Period, the Executive shall be entitled to receive life insurance coverage substantially equivalent to the coverage Executive had on the day immediately prior to his or her Termination of Employment, including coverage then in effect for Executive’s spouse and dependents. Executive shall be required to pay no more for such life insurance than Executive paid as an active employee immediately before his or her Termination of Employment. In order to continue life insurance coverage, Executive must timely elect continuation or the portability option available under the Company’s group life insurance policy or policies and pay the full premium for such coverage following Termination of Employment. The Company will reimburse Executive at least quarterly for the amount by which such life insurance premium exceeds the amount Executive paid for such coverage as an active employee immediately prior to his or her Termination of Employment.

     For purposes of this section, the “ Continuation Period ” is the period beginning on the Executive’s Date of Termination and ending on (x) the last day of the 12th month that begins after the Executive’s Date of Termination or, if earlier, (y) the date after the Executive’s Date of Termination on which the Executive first becomes eligible to participate as an employee in a plan of another employer providing group health and dental benefits to the Executive and the Executive’s eligible family members and dependents, which plan does not contain any exclusion or limitation with respect to any pre-existing condition of the Executive or any eligible family member or dependent who would otherwise be covered under the Company’s plan but for this clause (y).

     (c) To the extent the Executive incurs a tax liability (including federal, state and local taxes and any interest and penalties with respect thereto) in connection with a benefit provided pursuant to Section 2(b) which the Executive would not have incurred had the Executive been an active employee of the Company participating in the Company’s group health and dental plans, the Company will make a payment to the Executive in an amount equal to such tax liability plus an additional amount sufficient to permit the Executive to retain a net amount after all taxes (including penalties and interest) equal to the initial tax liability in connection with the benefit. For purposes of applying the foregoing, the Executive’s tax rate will be deemed to be the highest statutory

marginal state and federal tax rate (on a combined basis) then in effect. The payment pursuant to this Section 2(b) will be made within 10 days after the Executive’s remittal of a written request for payment accompanied by a statement indicating the basis for and amount of the liability, but in no event later than December 31 of the calendar year to which the tax liability relates.

     (d) Notwithstanding the foregoing, if, and to the extent, the payments under Paragraph (a), (b) and/or (c) are considered deferred compensation that is subject to the requirements of Section 409A of the Code and, at the time of his or her Termination of Employment the Executive is a Specified Employee, then any payment of such benefit(s) shall be suspended and not made until the first day after the end of the six (6) month period following the Executive’s Termination of Employment, or, if earlier, upon the Executive’s death. If any such suspended payment is not made within 10 days of the end of such six month period, the Company will pay the Executive interest, as determined under Section 7(l), from the date of Termination of Employment through the date of payment.

     3.  Stock Option Acceleration . If a Change in Control occurs, regardless of whether the acquiring entity or Successor assumes or replaces the stock options or stock awards granted under any Benefit Plan and then held by the Executive and regardless of whether the Executive continues to be employed by the Company after the Change in Control, then all such stock options or stock awards which are unvested or restricted shall vest and be immediately exercisable in full, or become unrestricted, as the case may be, as of the date of the Change in Control and, notwithstanding the provisions of any Benefit Plan, shall, in the case of options, remain exercisable until two years after the date of the Change in Control or the date of the Executive’s Termination of Employment with the Company, whichever is later, but in no event after the expiration date of any stock option.

     4.  Gross-Up Payments . If the Executive becomes entitled to payments and benefits in following a Change in Control under Section 2 or the vesting of any stock options accelerate following a Change in Control under Section 3, any stock option agreement or certificate or otherwise, the Company will cause its independent auditors promptly to review, at the Company’s sole expense, the applicability of Code Section 4999 to any payment or distribution of any type by the Company to or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any stock option agreement or certificate or otherwise (the “ Total Payments ”). If the auditor determines that the Total Payments result in an excise tax imposed on the Executive by Code Section 4999 or any comparable state or local law, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “ Excise Tax ”), the Company will make an additional cash payment (a “ Gross-Up Payment ”) to the Executive within 10 days after such determination equal to an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. For purposes of the foregoing determination, the Executive’s tax rate will be deemed to be the highest statutory marginal state and federal tax rate (on a combined basis) then in effect. If no determination by the Company’s auditors is made prior to the time the Executive

is required to file a tax return reflecting the Total Payments, the Executive will be entitled to receive from the Company a Gross-Up Payment calculated on the basis of the Excise Tax the Executive reported in such tax return, within 10 days after the later of the date on which the Executive files such tax return or the date on which the Executive provides a copy thereof to the Company. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the Total Payments than is determined by the Company’s independent auditors or reflected in the Executive’s tax return pursuant to this Section 4, the Executive will be entitled to receive from the Company the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority within 10 days after the Executive notifies the Company of such determination. Notwithstanding the foregoing, in the event the Company reasonably determines that the Gross-Up Payment is subject to the requirements of Section 409A of the Code, such payment will be made in the same calendar year in which the Total Payments are made, provided, however, if the Executive is a Specified Employee, then any such Gross-up Payment shall be suspended and not made until the first day after the end of the six (6) month period following the Executive’s Termination of Employment, or, if earlier, upon the Executive’s death. The suspended payment will include interest under Section 7(l) if and only to the extent such interest is not treated as part of the “Total Payments.”

     5.  Indemnification . Following a Change in Control, the Company will indemnify and advance expenses to the Executive for damages, costs and expenses (including, without limitation, judgments, fines, penalties, settlements and reasonable fees and expenses of the Executive’s counsel) (the “Expenses”) incurred in connection with all matters, events and transactions relating to the Executive’s service to or status with the Company or any other corporation, employee benefit plan or other Person for which the Executive served at the request of the Company to the extent that the Company would have been required to do so under applicable law, corporate articles, bylaws or agreements or instruments of any nature with or covering the Executive, including any indemnification agreement between Parent Corporation and the Executive, as in effect immediately prior to the Change in Control and to any further extent as may be determined or agreed upon following the Change in Control. Any payment required under this Section 5 will be made no later than March 15 of the calendar year following the calendar year during which the liability to indemnify the Expense arises.

     6.  Restrictions on Competitive Activities . The Executive acknowledges that the agreements and covenants contained in this Section 6 are essential to protect the value of the Company’s business and assets and by his or her current employment with the Company, the Executive has obtained and will obtain such knowledge, contacts, know-how, training and experience and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. In consideration of the foregoing and the other covenants and agreements of the Company set forth herein, the Executive agrees to the restrictions contained in this Section 6.

     (a) Non-Solicitation . The Executive agrees that the Executive will not, during the Executive’s employment with the Company and for a period of two years following the date of the Executive’s voluntary or the Company’s involuntary termination of the Executive’s employment with the Company (the “ Restrictive Period ”), directly or indirectly solicit, or assist anyone else in the solicitation of, any of the Company’s

employees, or former employees who worked for the Company for the purpose of hiring them, engaging them as consultants, or inducing them to leave their employment with the Company. If the Executive is approached by one of the Company’s employees or former employees regarding potential employment, consultation or contract, as described above during the Restrictive Period of non-solicitation, the Executive must immediately (i) fully inform the employee or former employee of the Executive’s non-solicitation obligation described above; and (ii) refrain from engaging in any communication with the employee or former employee regarding potential employment, consultation or contract.

     (b) “ Company Product ” means any product, product line or service that has been designed, developed, manufactured, marketed, sold or is under research, development, or is being pursued through acquisition or licensure, or has been the subject of disclosure to the Company in response to a due diligence process by the Company, at any time during the Executive’s employment with the Company; provided, however, that if the Executive becomes entitled to the benefits described in Section 2 of this Agreement, then the definition of “Company Product” shall mean Company Product as of immediately prior to the Change of Control.

     (c) “ Competitive Product ” means goods, products, product lines or services developed, designed, manufactured, marketed, promoted, sold, serviced, or that are in development or the subject of research by any Person that are the same or similar, perform any of the same or similar functions, may be substituted for, or are intended or used for any of the same purposes as a Company Product.

     (d) “ Conflicting Organization ” means any Person (including the Executive), and any parent, subsidiary, partner or affiliate of any Person, that engages in, or is about to become engaged in, the development, design, production, manufacture, promotion, marketing, sale, support or service of a Competitive Product.

     (e) Non-Competition . The Executive agrees that the Executive will not, during the Restrictive Period, alone or in any capacity with another Person (e.g., as an advisor, consultant, principal, agent, partner, officer, director, shareholder, employee or otherwise), within any geographic area where the Company does business:

     (i) directly or indirectly disclose to a Conflicting Organization the names or any other inform