SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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         participant receiving an award of Outside Director Restricted Stock
         shall be issued one or more stock certificates evidencing the shares
         of Outside Director Restricted Stock.  Such certificates shall be
         registered in the name of the Outside Director, and shall bear an
         appropriate legend referring to the terms, conditions and restrictions
         applicable to the award.  The stock certificates shall be held in the
         custody of the Corporation until the award or portion thereof
         represented by such certificate is vested.  The Corporation may
         require the Outside Director to deliver a stock power, endorsed in
         blank, relating to the shares of Common Stock covered by the award.

                 (h)      Outside Directors will have the right to vote the
         shares and to receive cash dividends with respect to the shares of
         Outside Director Restricted Stock.  Stock dividends issued with
         respect to Outside Director Restricted Stock will be treated as
         additional shares of Outside Director Restricted Stock subject to the
         same restrictions and vesting schedule as the shares of Outside
         Director Restricted Stock with respect to which they were received.

                 (i)      Shares of Outside Director Restricted Stock shall be
         subject to Section 10.  The number of shares underlying each grant of
         Outside Director Restricted Stock shall be adjusted automatically in
         the same manner as the number of shares under Section 3 hereof at any
         time that awards of Restricted Stock are adjusted as provided in
         Section 3.


SECTION 10.  CHANGE IN CONTROL PROVISIONS.

                 (a)      Impact of Event.  In the event of:

                          (1) a "Change in Control" as defined in Section
                              10(b); or

                          (2) a "Potential Change in Control" as defined in
                 Section 10(c), but only if and to the extent so determined by
                 the Committee or the Board at or after grant (subject to any
                 right of approval expressly reserved by the Committee or the
                 Board at the time of such determination),

                          (i)      Subject to the limitations set forth below in
                 this Section 10(a), the following acceleration provisions
                 shall apply:

                              (a)  Any Stock Appreciation Rights or any Stock
                          Option awarded under the Plan not previously
                          exercisable and vested shall become fully exercisable
                          and vested.

                              (b)  The restrictions applicable to any
                          Restricted Stock, Outside Director Restricted Stock
                          and Other Stock-Based Awards, in each case to the
                          extent not already vested under the Plan, shall lapse
                          and such shares and awards shall be deemed fully
                          vested.





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