FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment is
made and entered into effective as of March 6, 2008 (the
“Effective Date”), between American Medical Systems,
Inc., a Delaware corporation (the “Company”), and Ross
A. Longhini (the “Executive”).
WHEREAS, the
Company and the Executive are parties to an Employment Agreement,
dated as of January 1, 2003 (the “Employment
Agreement”); and
WHEREAS, the
parties hereto desire to amend the Employment Agreement to reflect
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
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1.
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Section 6(e) of the Employment
Agreement is hereby amended in its entirety to read as
follows:
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(1) In the event
that the Executive’s employment terminates for any reason,
the Company shall pay to the Executive all amounts and benefits
accrued but unpaid hereunder through the date of termination in
respect of Salary or unreimbursed expenses, including accrued and
unused vacation.
(2) In the event
the Executive’s Termination of Employment (defined below) by
the Company without Cause, whether during or upon expiration of the
then current term of this Agreement, and Executive executes (and
does not revoke within the relevant statutory periods) a Release
and Separation Agreement in the form provided by the Company, then
in addition to the amounts specified in the foregoing clause (1),
(i) the Company shall continue to pay the Executive his Salary
(less any applicable withholding or similar taxes) at the rate in
effect hereunder on the date of such termination periodically, in
accordance with the Company’s prevailing payroll practices,
for a period of twelve (12) months following the date of such
termination (the ‘Severance Term’) and (ii) if the
Executive elects COBRA continuation coverage under the
Company’s group medical and/or dental plans, then for each
month of the Severance Term, the Company will pay or reimburse 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/or dental plans that was borne by
the Company immediately prior to the Executive’s Termination
of Employment (subject to the rule for coverage changes discussed
below) over (B) the portion of the monthly cost for the
Executive’s coverage under the Company’s group health
and/or dental plans that is borne by the Company during the
Severance Term. 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
Severance Term, 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. The Executive shall be
entitled to elect health care continuation coverage under the
Company’s group health and/or 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/or dental plan. Any reimbursement made
under this Section 6(e)(2) shall be made on or before the last
day of the calendar year following the calendar year in which the
expense was incurred.
(3) Further, in
the event the Executive’s Termination of Employment without
Cause by reason of the Company having notified the Executive
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