SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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         15.     ENTIRE AGREEMENT.  This instrument contains the entire
agreement of the parties.  It may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought.  This Agreement
shall be governed by the laws of the State of Tennessee.

         16.     HEADINGS.  The sections, subjects and headings in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

         17.     DEFINITIONS.  For purposes of this Agreement the following
definitions shall apply:

                 a.       "Change in Control" shall mean the occurrence of any
of the following:

                          (i)     the acquisition of at least a majority of the
                                  outstanding shares of Common Stock (or
                                  securities convertible into Common Stock) of
                                  the Company by any person, entity or group
                                  (as used in Section 13(d)(3) and Rule
                                  13d-5(b)(1) under the Exchange Act);

                          (ii)    the merger or consolidation of the Company
                                  with or into another corporation or other
                                  entity, or any share exchange or similar
                                  transaction involving the Company and another
                                  corporation or other entity, if as a result
                                  of such merger, consolidation, share exchange
                                  or other transaction, the persons who owned
                                  at least a majority of the Common Stock of
                                  the Company prior to the consummation of such
                                  transaction do not own at least a majority of
                                  the Common Stock of the surviving entity
                                  after the consummation of such transaction;

                          (iii)   the sale of all, or substantially all, of the
                                  assets of the Company; or

                          (iv)    any change in the composition of the Board of
                                  Directors of the Company, such that persons
                                  who at the beginning of any period of up to
                                  two years constituted at least a majority of
                                  the Board of Directors of the Company, or
                                  persons whose nomination was approved by such
                                  majority, cease to constitute at least a
                                  majority of the Board of Directors of the
                                  Company at the end of such period.

                 b.       "Good Reason" shall exist if after the occurrence of
a Change of Control:

                          (i)     there is a significant change in the nature
                                  or the scope of Officer's authority and

                          (ii)    there is a reduction in Officer's rate of
                                  base salary or (for reasons other than
                                  Company performance or stock price) overall
                                  compensation; or