SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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         $10,000 (subject to increase based upon any increase in the Consumer
         Price Index for Urban Wage Earning and Clerical Workers, U.S. All City
         Average Report, of the U.S. Bureau of Labor Statistics or, if such
         index is no longer available, a similar index), which shares shall be
         restricted as provided in this Section 9.

                 (d)      Each grant of Outside Director Restricted Stock shall
         vest in increments of one-third of the shares of Common Stock subject
         to such grant with the first one-third increment vesting on the date
         of grant, the second one-third increment on the first anniversary of
         the date of grant and the final one-third increment on the second
         anniversary of the date of grant, if the grantee is still a member of
         the Board on such dates.  Upon the vesting of the shares, the
         Corporation will deliver the stock certificate(s) evidencing the
         vested shares to the Outside Director, all restrictions on the shares
         imposed by this Plan (other than pursuant to Section 13(a) below) will
         be lifted and such shares will no longer be deemed to be "Outside
         Directors Restricted Stock" hereunder.

                 (e)      Until the earlier of (i) five years from the date of
         grant and (ii) the date on which the Outside Director ceases to serve
         as a director of the Corporation (the "Outside Director Period of
         Restriction"), no Outside Director Restricted Stock may be sold,
         transferred, pledged, assigned, or otherwise alienated or
         hypothecated, otherwise than by will or by the laws of descent and
         distribution.

         Each certificate representing Outside Director Restricted Stock
         granted pursuant to this Section 9 shall bear the following legend:

                 "The sale or other transfer of the shares represented by this
                 certificate, whether voluntary, involuntary, or by operation
                 of law, is subject to certain restrictions on transfer set
                 forth in the AmSurg Corp. 1997 Stock Incentive Plan (the
                 "Plan").  A copy of the Plan and the rules of such Plan may be
                 obtained from the Secretary of AmSurg Corp."

         Once the Outside Director Period of Restriction has lapsed, the
         grantee shall be entitled to have the legend required by this Section
         9 removed from such stock certificate(s); provided however, that such
         certificate shall be subject to any legend required by applicable
         state or federal law.

                 (f)      Upon termination of an Outside Director's service as
         a member of the Board for any reason other than death, disability or
         retirement, all shares of Outside Restricted Stock not theretofore
         vested will be forfeited.  Upon termination of an Outside Director's
         service as a member of the Board due to death, disability or
         retirement, all shares of Outside Director Restricted Stock will
         immediately vest.

                 (g)      Grantees of Outside Director Restricted Stock shall
         enter into a restricted stock agreement with the Corporation setting
         forth the terms provided herein.  Each





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