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AMENDMENT TO THE EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXXX
Amendment to the Employment Agreement, dated as of this 17th
day of April 2000 between Xxxxxxx X. Xxxxx and American Medical Systems, Inc., a
Delaware corporation (the "Company").
R E C I T A L S
WHEREAS, Xxxxxxx X. Xxxxx and the Company are parties to a
certain Employment Agreement of Xxxxxxx X. Xxxxx, dated as of April 23, 1999
(the "Employment Agreement");
WHEREAS, the parties hereto have agreed to amend and restate
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 parties agree that Section 1 of the Employment
Agreement is hereby amended, effective April 17, 2000, by replacing it with the
following:
"Section 1. Employment. The Company hereby agrees to
employ the Executive and the Executive hereby accepts employment with
the Company, on the terms and subject to the conditions hereinafter set
forth. The Executive shall serve as the President and Chief Executive
Officer of the Company and its holding company, American Medical
Systems Holdings, Inc. ("AMSH"), and, in such capacity, shall report
directly to AMSH's Board of Directors (the "Board of Directors") and
shall have such duties as are typically performed by the chief
executive officer of a corporation, together with such additional
duties, commensurate with the Executive's position as the Chief
Executive Officer of AMSH and the Company, as may be assigned to the
Executive from time to time by the Board of Directors. The Executive
shall also serve as a member of the Board of Directors and shall have
such duties, authority and responsibilities as shall be consistent
therewith. The principal location of the Executive's employment shall
be at the Company's principal executive office located in Minnetonka,
Minnesota, although the Executive understands and agrees that he may be
required to travel from time to time for Company business reasons."
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B. MISCELLANEOUS
1. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed entirely within such State.
2. Successors and Assigns. This agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties.
3. Entire Agreement; Amendment and Waiver. This agreement and
the Employment Agreement constitute the entire understanding of the parties
hereto relating to the subject matter hereof and supersede all prior
understandings among such parties. This agreement may be amended, and the
observance of any term of this agreement may be waived, with (and only with) the
written consent of the parties hereto.
4. Severability. In the event that any part or parts of this
agreement shall be held illegal and unenforceable by any court or administrative
body of competent jurisdiction, such determination shall not effect the
remaining provisions of this agreement which shall remain in full force and
effect.
5. Counterparts. This agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.
AMERICAN MEDICAL SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President and CEO
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
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