SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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         expiration of the exercise period applicable to Incentive Stock
         Options, but before the expiration of any period that would apply if
         such Stock Option were a Non-Qualified Stock Option, such Stock Option
         will thereafter be treated as a Non-Qualified Stock Option.

                 (i)          Termination by Reason of Retirement.  Subject to
         Section 5(k), if an optionee's employment by the Corporation and any
         Subsidiary or (except in the case of an Incentive Stock Option)
         Affiliate terminates by reason of Normal or Early Retirement, any
         Stock Option held by such optionee may thereafter be exercised by the
         optionee, to the extent it was exercisable at the time of such
         Retirement or (except in the case of an Incentive Stock Option) on
         such accelerated basis as the Committee may determine at or after
         grant (or, except in the case of an Incentive Stock Option, as may be
         determined in accordance with procedures established by the
         Committee), for a period of (i) three years (or such other period as
         the Committee may specify at or after grant) from the date of such
         termination of employment or the expiration of the stated term of such
         Stock Option, whichever period is the shorter, in the case of a
         Non-Qualified Stock Option and (ii) three months from the date of such
         termination of employment or the expiration of the stated term of such
         Stock Option, whichever period is the shorter, in the event of an
         Incentive Stock Option; provided however, that, if the optionee dies
         within the period specified in (i) above (or other such period as the
         Committee shall specify at or after grant), any unexercised
         Non-Qualified Stock Option held by such optionee shall thereafter be
         exercisable to the extent to which it was exercisable at the time of
         death for a period of twelve months from the date of such death or
         until the expiration of the stated term of such Stock Option,
         whichever period is shorter. In the event of termination of employment
         by reason of Retirement, if an Incentive Stock Option is exercised
         after the expiration of the exercise period applicable to Incentive
         Stock Options,  but before the expiration of the period that would
         apply if such Stock Option were a Non-Qualified Stock Option, the
         option will thereafter be treated as a Non-Qualified Stock Option.

                 (j)          Other Termination.  Subject to Section 5(k),
         unless otherwise determined by the Committee (or pursuant to
         procedures established by the Committee) at or (except in the case of
         an Incentive Stock Option) after grant, if an optionee's employment by
         the Corporation and any Subsidiary or (except in the case of an
         Incentive Stock Option) Affiliate is involuntarily terminated for any
         reason other than death, Disability or Normal or Early Retirement, the
         Stock Option shall thereupon terminate, except that such Stock Option
         may be exercised, to the extent otherwise then exercisable, for the
         lesser of three months or the balance of such Stock Option's term if
         the involuntary termination is without Cause.  For purposes of this
         Plan, "Cause" means (i) a felony conviction of a participant or the
         failure of a participant to contest prosecution for a felony, or (ii)
         a participant's willful misconduct or dishonesty, which is directly
         and materially harmful to the business or reputation of the
         Corporation or any Subsidiary or Affiliate.  If an optionee
         voluntarily terminates employment with the Corporation and any
         Subsidiary or (except in the case of an Incentive Stock Option)
         Affiliate (except for Disability, Normal or Early Retirement), the
         Stock Option shall thereupon terminate; provided, however, that the
         Committee at grant or (except in the case





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