SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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                 (c)      The adoption of the Plan shall not confer upon any
         employee of the Corporation or any Subsidiary or Affiliate any right
         to continued employment with the Corporation or a Subsidiary or
         Affiliate, as the case may be, nor shall it interfere in any way with
         the right of the Corporation or a Subsidiary or Affiliate to terminate
         the employment of any of its employees at any time.

                 (d)      No later than the date as of which an amount first
         becomes includible in the gross income of the participant for Federal
         income tax purposes with respect to any award under the Plan, the
         participant shall pay to the Corporation, or make arrangements
         satisfactory to the Committee regarding the payment of, any Federal,
         state, or local taxes of any kind required by law to be withheld with
         respect to such amount.  The Committee may require withholding
         obligations to be settled with Common Stock, including Common Stock
         that is part of the award that gives rise to the withholding
         requirement.  The obligations of the Corporation under the Plan shall
         be conditional on such payment or arrangements and the Corporation and
         its Subsidiaries or Affiliates shall, to the extent permitted by law,
         have the right to deduct any such taxes from any payment of any kind
         otherwise due to the participant.

                 (e)      The actual or deemed reinvestment of dividends or
         dividend equivalents in additional Restricted Stock (or other types of
         Plan awards) at the time of any dividend payment shall only be
         permissible if sufficient shares of Common Stock are available under
         Section 3 for such reinvestment (taking into account then outstanding
         Stock Options and other Plan awards).

                 (f)      The Plan and all awards made and actions taken
         thereunder shall be governed by and construed in accordance with the
         laws of the State of Tennessee.

                 (g)      The members of the Committee and the Board shall not
         be liable to any employee or other person with respect to any
         determination made hereunder in a manner that is not inconsistent with
         their legal obligations as members of the Board.  In addition to such
         other rights of indemnification as they may have as directors or as
         members of the Committee, the members of the Committee shall be
         indemnified by the Corporation against the reasonable expenses,
         including attorneys' fees actually and necessarily incurred in
         connection with the defense of any action, suit or proceeding, or in
         connection with any appeal therein, to which they or any of them may
         be a party by reason of any action taken or failure to act under or in
         connection with the Plan or any option granted thereunder, and against
         all amounts paid by them in settlement thereof (provided such
         settlement is approved by independent legal counsel selected by the
         Corporation) or paid by them in satisfaction of a judgment in any such
         action, suit or proceeding, except in relation to matters as to which
         it shall be adjudged in such action, suit or proceeding that such
         Committee member is liable for negligence or misconduct in the
         performance of his duties; provided that within 60 days after
         institution of any such action, suit or proceeding, the Committee
         member shall in writing offer the Corporation the opportunity, at its
         own expense, to handle and defend the same.