SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
<PAGE>   7

         power of all classes of stock of the Corporation or any of its
         Subsidiaries or parent corporations, more than five years) after the
         date the Option is granted.

                 (c)          Exercisability.  Stock Options shall be
         exercisable at such time or times and subject to such terms and
         conditions as shall be determined by the Committee at or after grant;
         provided, however, that except as provided in Section 5(g) and (h) and
         Section 10, unless otherwise determined by the Committee at or after
         grant, no Stock Option shall be exercisable prior to the first
         anniversary date of the granting of the Option.  The Committee may
         provide that a Stock Option shall vest over a period of future service
         at a rate specified at the time of grant, or that the Stock Option is
         exercisable only in installments.  If the Committee provides, in its
         sole discretion, that any Stock Option is exercisable only in
         installments, the Committee may waive such installment exercise
         provisions at any time at or after grant, in whole or in part, based
         on such factors as the Committee shall determine in its sole

                 (d)          Method of Exercise.  Subject to whatever
         installment exercise restrictions apply under Section 5(c) , Stock
         Options may be exercised in whole or in part at any time during the
         option period, by giving written notice of exercise to the Corporation
         specifying the number of shares to be purchased.  Such notice shall be
         accompanied by payment in full of the purchase price, either by check,
         note, or such other instrument as the Committee may accept.  As
         determined by the Committee, in its sole discretion, at or (except in
         the case of an Incentive Stock Option) after grant, payment in full or
         in part may also be made in the form of shares of Common Stock already
         owned by the optionee or, in the case of a Non-Qualified Stock Option,
         shares of Restricted Stock or shares subject to such Option or another
         award hereunder (in each case valued at the Fair Market Value of the
         Common Stock on the date the Option is exercised).  If payment of the
         exercise price is made in part or in full with Common Stock, the
         Committee may award to the employee a new Stock Option to replace the
         Common Stock which was surrendered.  If payment of the option exercise
         price of a Non-Qualified Stock Option is made in whole or in part in
         the form of Restricted Stock, such Restricted Stock (and any
         replacement shares relating thereto) shall remain (or be) restricted
         in accordance with the original terms of the Restricted Stock award in
         question, and any additional Common Stock received upon the exercise
         shall be subject to the same forfeiture restrictions, unless otherwise
         determined by the Committee, in its sole discretion, at or after
         grant.  No shares of Common Stock shall be issued until full payment
         therefor has been made.  An optionee shall generally have the rights
         to dividends or other rights of a shareholder with respect to shares
         subject to the Option when the optionee has given written notice of
         exercise, has paid in full for such shares, and, if requested, has
         given the representation described in Section 13(a).

                 (e)          Transferability of Options.  No Non-Qualified
         Stock Option shall be transferable by the optionee without the prior
         written consent of the Committee other than (i) transfers by the
         Optionee to a member of his or her Immediate Family or a trust for the
         benefit of the optionee or a member of his or her Immediate Family, or
         (ii) transfers by will