SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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         The Committee shall have authority to grant, pursuant to the terms of
the Plan, to officers, other key employees, Outside Directors and consultants
eligible under Section 4: (i) Stock Options, (ii) Stock Appreciation Rights,
(iii) Restricted Stock, and/or (iv) Other Stock-Based Awards; provided,
however, that the power to grant and establish the terms and conditions of
awards to Outside Directors under the Plan other than pursuant to Section 9
shall be reserved to the Board.

         In particular, the Committee, or the Board, as the case may be, shall
have the authority, consistent with the terms of the Plan:

                 (a)  to select the officers, key employees and Outside
         Directors of and consultants to the Corporation and its Subsidiaries
         and Affiliates to whom Stock Options, Stock Appreciation Rights,
         Restricted Stock, and/or Other Stock-Based Awards may from time to
         time be granted hereunder;

                 (b)  to determine whether and to what extent Incentive Stock
         Options, Non-Qualified Stock Options, Stock Appreciation Rights,
         Restricted Stock, and/or Other Stock-Based Awards, or any combination
         thereof, are to be granted hereunder to one or more eligible persons;

                 (c)  to determine the number of shares to be covered by each
         such award granted hereunder;

                 (d)  to determine the terms and conditions, not inconsistent
         with the terms of the Plan, of any award granted hereunder (including,
         but not limited to, the share price and any restriction or limitation,
         or any vesting acceleration or waiver of forfeiture restrictions
         regarding any Stock Option or other award and/or the shares of Common
         Stock relating thereto, based in each case on such factors as the
         Committee shall determine, in its sole discretion); and to amend or
         waive any such terms and conditions to the extent permitted by Section
         11 hereof;

                 (e)  to determine whether and under what circumstances a Stock
         Option may be settled in cash or Restricted Stock under Section 5(m)
         or (n), as applicable, instead of Common Stock;

                 (f)  to determine whether, to what extent, and under what
         circumstances Option grants and/or other awards under the Plan are to
         be made, and operate, on a tandem basis vis-a-vis other awards under
         the Plan and/or cash awards made outside of the Plan;

                 (g)  to determine whether, to what extent, and under what
         circumstances shares of Common Stock and other amounts payable with
         respect to an award under this Plan shall be deferred either
         automatically or at the election of the participant (including
         providing for and determining the amount (if any) of any deemed
         earnings on any deferred amount during any deferral period);





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