EMPLOYMENT AGREEMENT

1.

The company incorporated under the laws of the Netherlands, AMERICAN MEDICAL SYSTEMS EUROPE B.V. , hereinafter to be referred to as: “ the Employer ”, with registered office in Amsterdam and place of business in Breukelen, Straatweg 66H, 3621 BR, The Netherlands, for this purpose duly represented by Ignasi Vivas, Managing Director AMS Europe BV;

2.

Francois Georgelin, presently residing at 65, rue Page 1050 Brussels, Belgium, hereinafter to be referred to as: “ the Employee ”;

1.1

This agreement will commence on 9 ^th January 2009 and is entered into for an indefinite period of time.

1.2

After the first month of the employment agreement, each of the Parties may terminate this employment agreement with due observance of a notice period of 6 months for the Employer and a notice period of 3 months for the Employee. Notice shall be given against the end of a calendar month.

1.3

The employment agreement shall terminate in any event without notice of termination is being required on the first day of the month in which the Employee will be entitled to an old age pension on behalf of the Employer or on the first day of the month in which the Employee reaches the age of 65 years.

1.4

In the event of a termination of this employment agreement by or on the initiative of the Employer, the Employee is entitled to a compensation for damages in that respect of gross € 204,340. The Employee shall not be entitled to the aforementioned compensation in the event that (i) the employment agreement is terminated during the trial period as defined in article 1.2 of this employment agreement, (ii) the employment agreement is terminated for urgent cause as referred to in section 7:678 of the Dutch Civil Code (Burgerlijk Wetboek) (“DCC”), (iii) the employment agreement is terminated after 2 years of illness of the Employee, (iv) the employment agreement is terminated by the Employee or (v) if the employment agreement is terminated for cause as referred to in article 7:685 of the Dutch Civil Code, being amongst other things, but not limited to, (1) the Employee’s failure (except where due to a disability as defined under (B) hereof), neglect or refusal to perform his duties hereunder which failure, neglect or refusal shall not have been corrected by the Employee within 30 days of receipt by the Employee of written notice from the Employer of such failure, neglect or refusal, which notice shall specifically set forth the nature of said failure, neglect or refusal, (2) any wilful or intentional act of the Employee that has the effect of injuring the reputation or business of the Employer or its affiliates in any material respect; (3) any continued or repeated absence from the Employer, unless such absence is (A) approved or excused by the Board of Directors or (B) is the result of the Employee’s illness, disability or incapacity (in which event the provisions of Section 6(b) hereof shall control); (4) use of illegal drugs by the Employee or repeated drunkenness; (5) conviction of the Employee for the commission of a felony; or (6) the commission by the Employee of an act of fraud or embezzlement against the Employer.

2.1

The Employee enters into the Employer’s service in the position of Vice President, General Manager EMEA.

2.2

The Employee shall perform, to the best of his abilities, all the duties in connection with the business of the Employer which may reasonably be assigned to him by or on behalf of the Employer and shall act in accordance with the instructions issued by or on behalf of the Employer.

2.3

The Employee recognizes that the Employer is committed to the values and policies contained in the Employee Handbook for American Medical Systems Europe BV, the Code of Conduct, and the Avoidance of Patient Contact Policy, and that any violation may result in disciplinary action, up to and including dismissal.

2.4

The office of the Employer at Straatweg 66H 3621 BR, Breukelen, Netherlands, will be the normal workplace of the Employee.

2.5

The Employer will be entitled, after consultation with the Employee, to change the place of employment.

3.1

The Employee’s salary amounts to a gross base salary of € 240,393.48 per annum in thirteen monthly payments (12 months ordinary salary and one month holiday pay, payable in May of each year) in arrears. In addition, the Employee will also be eligible for, at a minimum, an annual bonus of 30% of his base salary at target. In 2009, the Employee will be eligible for a target bonus of gross € 84,143.08 per annum payable on achievement of targets to be agreed upon with the Employee’s manager. The bonus amount to be awarded will be prorated based on the commencement date of this employment agreement and has a maximum payout of two times target in 2009. Every year the bonus scheme will be redesigned at the employer’s discretion. The Employee will not be eligible to overtime payments.

3.2

The salary will be subject to the (usual) deductions. Your compensation will be reviewed annually at year-end and increases will be purely discretionary on the part of Employer’s management.

4.1

Usual business hours are from Monday until Friday from 09.00 a.m. until 06.00 p.m. — the working week will be of 40 hours duration.

4.2

The Employee will be obliged to work overtime at the request of the Employer, insofar as the circumstances of the Company so require in view of the Employer. The Employer shall pay no compensation for overtime work.

5.1

The Employee is entitled to 25 working days vacation per annum plus all Netherlands’ bank holidays.

6.1

If the Employee is not capable of performing his duties due to illness or due to any other disability, he will inform the Employer as soon as possible, but nevertheless before 9.00 a.m. at the latest on the first day of sickness.

6.2

In case of illness or disability, the Employer will pay 100% of the basic salary, referred to in article 3.1. to the Employee during a maximum period of 52 weeks as from the first day of illness. In case of illness of the Employee during the weeks 53 up to and including 104, the Employer will pay 70 % of the Employee’s gross basic salary, according to the relevant provisions in article 7:629 Dutch Civil Code. The above applies, however, only if and to the extent that pursuant to the requirements of article 7:629, sub 3 through 7 of the Civil Code, the Employer is under the obligation to continue to pay the salary in accordance with article 7:629, sub 1 of the Civil Code.

6.3

The Employee shall not be entitled to the salary payment referred to in paragraph 2 of this article if, and to the extent that, in connection with his sickness, he can validly claim damages from a third party as a result of loss of salary and if and to the extent that the payments by the Employer set forth in paragraph 2 of this

article exceed the minimum obligation referred to in article 7:629 sub 1 of the Civil Code. In this event, the Employer shall satisfy payment solely by means of advanced payments on the compensation to be received from the third party and upon assignment by the Employee of his rights to damages vis-à-vis the third party concerned up to the total amount of advanced payments made. The advanced payments shall be set-off by the Employer if the compensation is paid or, as the case may be, in proportion thereto.

7.1

The Employee is entitled to contributions by the Employer to the Employer’s health insurance scheme as outlined in the employee handbook.

7.2

The Employee is entitled to contributions by the Employer to the Employer’s pension and insurance schemes of a percentage of the base annual combined salary as outlined in the employee handbook.

7.3

Pending approval of the Compensation Committee of the AMS Board of Directors, you will be granted a Non-Qualified stock option for 100,000 shares of AMS Common Stock at Fair Market Value on the grant date. This option will vest over