SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                          (i)     The approval by shareholders of an agreement
                 by the Corporation, the consummation of which would result in
                 a Change in Control of the Corporation as defined in Section
                 10(b); or

                          (ii)    The acquisition of beneficial ownership,
                 directly or indirectly, by any entity, person or group (other
                 than the Corporation or a Subsidiary or any Corporation
                 employee benefit plan (including any trustee of such plan
                 acting as such trustee)) of securities of the Corporation
                 representing 5% or more of the combined voting power of the
                 Corporation's outstanding securities and the adoption by the
                 Committee of a resolution to the effect that a Potential
                 Change in Control of the Corporation has occurred for purposes
                 of this Plan.

                 (d)      Change in Control Price.  For purposes of this
         Section 10, "Change in Control Price" means the highest price per
         share paid in any transaction reported on The Nasdaq Stock Market
         National Market or such other exchange or market as is the principal
         trading market for the Common Stock, or paid or offered in any bona
         fide transaction related to a Potential or actual Change in Control of
         the Corporation at any time during the 60 day period immediately
         preceding the occurrence of the Change in Control (or, where
         applicable, the occurrence of the Potential Change in Control event),
         in each case as determined by the Committee except that, in the case
         of Incentive Stock Options and Stock Appreciation Rights relating to
         Incentive Stock Options, such price shall be based only on
         transactions reported for the date on which the optionee exercises
         such Stock Appreciation Rights or, where applicable, the date on which
         a cash out occurs under Section 10(a)(ii).


SECTION 11.  AMENDMENTS AND TERMINATION.

         The Board may at any time amend, alter or discontinue the Plan;
provided, however, that, without the approval of the Corporation's
shareholders, no amendment or alteration may be made which would (a) except as
a result of the provisions of Section 3(c) of the Plan, increase the maximum
number of shares that may be issued under the Plan or increase the Section
162(m) Maximum, (b) change the provisions governing Incentive Stock Options
except as required or permitted under the provisions governing incentive stock
options under the Code, or (c) make any change for which applicable law or
regulatory authority (including the regulatory authority of The Nasdaq Stock
Market National Market or any other market or exchange on which the Common
Stock is traded) would require shareholder approval or for which shareholder
approval would be required to secure full deductibility of compensation
received under the Plan under Section 162(m) of the Code.  No amendment,
alteration, or discontinuation shall be made which would impair the rights of
an optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted Stock, Other Stock-Based Award or Outside Director Restricted Stock
theretofore granted, without the participant's consent.





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