SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                          (iii)   Subject to the applicable provisions of the
                 award agreement and this Section 7, upon termination of a
                 participant's employment with the Corporation and any
                 Subsidiary or Affiliate for any reason during the Restriction
                 Period, all shares still subject to restriction will vest, or
                 be forfeited, in accordance with the terms and conditions
                 established by the Committee at or after grant.

                          (iv)    If and when the Restriction Period expires
                 without a prior forfeiture of the Restricted Stock subject to
                 such Restriction Period, certificates for an appropriate
                 number of unrestricted shares shall be delivered to the
                 participant promptly.

                 (d)      Minimum Value Provisions.  In order to better ensure
         that award payments actually reflect the performance of the
         Corporation and service of the participant, the Committee may provide,
         in its sole discretion, for a tandem performance-based or other award
         designed to guarantee a minimum value, payable in cash or Common Stock
         to the recipient of a restricted stock award, subject to such
         performance, future service, deferral, and other terms and conditions
         as may be specified by the Committee.


SECTION 8.  OTHER STOCK-BASED AWARDS.

                 (a)      Administration.  Other Stock-Based Awards, including,
         without limitation, performance shares, convertible preferred stock,
         convertible debentures, exchangeable securities and Common Stock
         awards or options valued by reference to earnings per share or
         Subsidiary performance, may be granted either alone, in addition to,
         or in tandem with Stock Options, Stock Appreciation Rights, or
         Restricted Stock granted under the Plan and cash awards made outside
         of the Plan; provided that no such Other Stock-Based Awards may be
         granted in tandem with Incentive Stock Options if that would cause
         such Stock Options not to qualify as Incentive Stock Options pursuant
         to Section 422 of the Code.  Subject to the provisions of the Plan,
         the Committee shall have authority to determine the persons to whom
         and the time or times at which such awards shall be made, the number
         of shares of Common Stock to be awarded pursuant to such awards, and
         all other conditions of the awards.  The Committee may also provide
         for the grant of Common Stock upon the completion of a specified
         performance period.  The provisions of Other Stock-Based Awards need
         not be the same with respect to each recipient.

                 (b)      Terms and Conditions.  Other Stock-Based Awards made
         pursuant to this Section 8 shall be subject to the following terms and
         conditions:

                          (i)     Shares subject to awards under this Section 8
                 and the award agreement referred to in Section 8(b)(v) below,
                 may not be sold, assigned, transferred, pledged, or otherwise
                 encumbered prior to the date on which the shares are issued,
                 or, if later, the date on which any applicable restriction,
                 performance, or deferral period lapses.





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