SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                 (n)          Performance and Other Conditions.  The
                 Committee may condition the exercise of any Option upon the
                 attainment of specified performance goals or other factors as
                 the Committee may determine, in its sole discretion.  Unless
                 specifically provided in the option agreement, any such
                 conditional Option shall vest immediately prior to its
                 expiration if the conditions to exercise have not theretofore
                 been satisfied.

SECTION 6.  STOCK APPRECIATION RIGHTS.

                 (a)          Grant and Exercise.  Stock Appreciation Rights
         may be granted in conjunction with all or part of any Stock Option
         granted under the Plan.  In the case of a Non-Qualified Stock Option,
         such rights may be granted either at or after the time of the grant of
         such Stock Option.  In the case of an Incentive Stock Option, such
         rights may be granted only at the time of the grant of such Stock
         Option.  A Stock Appreciation Right or applicable portion thereof
         granted with respect to a given Stock Option shall terminate and no
         longer be exercisable upon the termination or exercise of the related
         Stock Option, subject to such provisions as the Committee may specify
         at grant where a Stock Appreciation Right is granted with respect to
         less than the full number of shares covered by a related Stock Option.
         A Stock Appreciation Right may be exercised by an optionee, subject to
         Section 6(b), in accordance with the procedures established by the
         Committee for such purpose.  Upon such exercise, the optionee shall be
         entitled to receive an amount determined in the manner prescribed in
         Section 6(b).  Stock Options relating to exercised Stock Appreciation
         Rights shall no longer be exercisable to the extent that the related
         Stock Appreciation Rights have been exercised.

                 (b)          Terms and Conditions.  Stock Appreciation Rights
         shall be subject to such terms and conditions, not inconsistent with
         the provisions of the Plan, as shall be determined from time to time
         by the Committee, including the following:

                          (i) Stock Appreciation Rights shall be
                 exercisable only at such time or times and to the extent that
                 the Stock Options to which they relate shall be exercisable in
                 accordance with the provisions of Section 5 and this Section 6
                 of the Plan.

                         (ii) Upon the exercise of a Stock Appreciation
                 Right, an optionee shall be entitled to receive an amount in
                 cash and/or shares of Common Stock equal in value to the
                 excess of the Fair Market Value of one share of Common Stock
                 over the option price per share specified in the related Stock
                 Option multiplied by the number of shares in respect of which
                 the Stock Appreciation Right shall have been exercised, with
                 the Committee having the right to determine the form of
                 payment.  When payment is to be made in shares, the number of
                 shares to be paid shall be calculated on the basis of the Fair
                 Market Value of the shares on the date of exercise.  When
                 payment is to be made in cash, such amount shall be calculated
                 on the basis of the Fair Market Value of the Common Stock on
                 the date of exercise.





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