SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                          (iii)   Stock Appreciation Rights shall be
                 transferable only when and to the extent that the underlying
                 Stock Option would be transferable under Section 5(e) of the
                 Plan.

                          (iv)    Upon the exercise of a Stock Appreciation
                 Right, the Stock Option or part thereof to which such Stock
                 Appreciation Right is related shall be deemed to have been
                 exercised for the purpose of the limitation set forth in
                 Section 3 of the Plan on the number of shares of Common Stock
                 to be issued under the Plan.

                          (v)     The Committee, in its sole discretion, may 
                 also provide that, in the event of a Change in Control
                 and/or a Potential Change in Control, the amount to be paid
                 upon the exercise of a Stock Appreciation Right shall be based
                 on the Change in Control Price, subject to such terms and
                 conditions as the Committee may specify at grant.

                          (vi)    The Committee may condition the exercise of
                 any Stock Appreciation Right upon the attainment of specified
                 performance goals or other factors as the Committee may
                 determine, in its sole discretion.

SECTION 7.  RESTRICTED STOCK.

                 (a)      Administration.  Shares of Restricted Stock may be
         issued either alone, in addition to, or in tandem with other awards
         granted under the Plan and/or cash awards made outside the Plan.  The
         Committee shall determine the eligible persons to whom, and the time
         or times at which, grants of Restricted Stock will be made, the number
         of shares of Restricted Stock to be awarded to any person, the price
         (if any) to be paid by the recipient of Restricted Stock (subject to
         Section 7(b)), the time or times within which such awards may be
         subject to forfeiture, and the other terms, restrictions and
         conditions of the awards in addition to those set forth in Section
         7(c).  The Committee may condition the grant of Restricted Stock upon
         the attainment of specified performance goals or such other factors as
         the Committee may determine, in its sole discretion.  The provisions
         of Restricted Stock awards need not be the same with respect to each
         recipient.

                 (b)      Awards and Certificates.  The prospective recipient
         of a Restricted Stock award shall not have any rights with respect to
         such award, unless and until such recipient has executed an agreement
         evidencing the award and has delivered a fully executed copy thereof
         to the Corporation, and has otherwise complied with the applicable
         terms and conditions of such award.

                          (i)     The purchase price for shares of Restricted
                 Stock shall be established by the Committee and may be zero.





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