SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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         of an Incentive Stock Option) thereafter may extend the exercise
         period in this situation for the lesser of three months or the balance
         of such Stock Option's term.

                 (k)          Incentive Stock Options.  Anything in the Plan to
         the contrary notwithstanding, no term of this Plan relating to
         Incentive Stock Options shall be interpreted, amended, or altered, nor
         shall any discretion or authority granted under the Plan be so
         exercised, so as to disqualify the Plan under Section 422 of the Code,
         or, without the consent of the optionee(s) affected, to disqualify any
         Incentive Stock Option under such Section 422.  No Incentive Stock
         Option shall be granted to any participant under the Plan if such
         grant would cause the aggregate Fair Market Value (as of the date the
         Incentive Stock Option is granted) of the Common Stock with respect to
         which all Incentive Stock Options are exercisable for the first time
         by such participant during any calendar year (under all such plans of
         the Company and any Subsidiary) to exceed $100,000.  To the extent
         permitted under Section 422 of the Code or the applicable regulations
         thereunder or any applicable Internal Revenue Service pronouncement:

                              (i)  if (x) a participant's employment is
                 terminated by reason of death, Disability, or Retirement and
                 (y) the portion of any Incentive Stock Option that is
                 otherwise exercisable during the post-termination period
                 specified under Section 5(g), (h) or (i), applied without
                 regard to the $100,000 limitation contained in Section 422(d)
                 of the Code, is greater than the portion of such Option that
                 is immediately exercisable as an "Incentive Stock Option"
                 during such post-termination period under Section 422, such
                 excess shall be treated as a Non-Qualified Stock Option; and

                              (ii) if the exercise of an Incentive Stock
                 Option is accelerated by reason of a Change in Control, any
                 portion of such Option that is not exercisable as an Incentive
                 Stock Option by reason of the $100,000 limitation contained in
                 Section 422(d) of the Code shall be treated as a Non-Qualified
                 Stock Option.

                 (l)          Buyout Provisions.  The Committee may at any time
         offer to buy out for a payment in cash, Common Stock, or Restricted
         Stock an Option previously granted, based on such terms and conditions
         as the Committee shall establish and communicate to the optionee at
         the time that such offer is made.

                 (m)          Settlement Provisions.  If the option agreement
         so provides at grant or (except in the case of an Incentive Stock
         Option) is amended after grant and prior to exercise to so provide
         (with the optionee's consent), the Committee may require that all or
         part of the shares to be issued with respect to the spread value of an
         exercised Option take the form of Restricted Stock, which shall be
         valued on the date of exercise on the basis of the Fair Market Value
         (as determined by the Committee) of such Restricted Stock determined
         without regards to the forfeiture restrictions involved.