SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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         The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent.  The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices.  Solely
for purposes of computing the Section 162(m) Maximum, if any Stock Options or
other awards previously granted to a participant are canceled and new Stock
Options or other awards having a lower exercise price or other more favorable
terms for the participant are substituted in their place, both the initial
Stock Options or other awards and the replacement Stock Options or other awards
will be deemed to be outstanding (although the canceled Stock Options or other
awards will not be exercisable or deemed outstanding for any other purposes).


         The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation.  With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation.  In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Common Stock or payments in lieu of or with
respect to awards hereunder; provided, however, that, unless the Committee
otherwise determines with the consent of the affected participant, the
existence of such trusts or other arrangements is consistent with the
"unfunded" status of the Plan.


                 (a)      The Committee may require each person purchasing
         shares pursuant to a Stock Option or other award under the Plan to
         represent to and agree with the Corporation in writing that the
         optionee or participant is acquiring the shares without a view to
         distribution thereof.  The certificates for such shares may include
         any legend which the Committee deems appropriate to reflect any
         restrictions on transfer.  All certificates for shares of Common Stock
         or other securities delivered under the Plan shall be subject to such
         stock-transfer orders and other restrictions as the Committee may deem
         advisable under the rules, regulations, and other requirements of the
         Securities and Exchange Commission, any stock exchange upon which the
         Common Stock is then listed, and any applicable Federal or state
         securities law, and the Committee may cause a legend or legends to be
         put on any such certificates to make appropriate reference to such

                 (b)      Nothing contained in this Plan shall prevent the
         Board from adopting other or additional compensation arrangements,
         subject to shareholder approval if such approval is required; and such
         arrangements may be either generally applicable or applicable only in
         specific cases.