SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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                                                                   EXHIBIT 10.10

                              ADVISORY AGREEMENT

         This Advisory Agreement is entered into as of the _______ day of
_______, 1997, by and between AmSurg Corp.,  a Tennessee corporation
("AmSurg"), and ________________________ ("Advisor").


         WHEREAS, Advisor serves as the ___________________________________ of 
American Healthcorp, Inc., a Delaware corporation ("AHC") and, prior to the 
consummation of the Distribution referred to below, as _______________________
_________________  of AmSurg.

         WHEREAS, pursuant to the terms of, and subject to the conditions set
forth in, the Distribution Agreement, dated as of March ___, 1997, by and
between AmSurg and AHC (the "Distribution Agreement"), AHC will distribute all
of the shares of AmSurg common stock owned by AHC to the holders of AHC's
common stock (the "Distribution") and, as a result, AmSurg will become an
independent, publicly traded corporation;

         WHEREAS, effective upon the Distribution, AmSurg wishes to retain
Advisor to serve as Chairman of the Board of AmSurg following the Distribution.

         NOW, THEREFORE, in consideration of the premises hereof and of the
mutual promises and agreements contained herein, the parties hereto, intending
to be legally bound, hereby agree as follows:

         1.      ADVISORY ARRANGEMENT.  AmSurg shall hire Advisor as an
advisor, and Advisor hereby agrees to serve as an advisor to AmSurg, on and
 the date of the Distribution under the terms and conditions hereinafter
set forth.  Advisor hereby resigns as________________________ of AmSurg
effective upon the Distribution.  Advisor shall not be deemed an officer or
employee of AmSurg effective upon the Distribution.

         2.      DUTIES.  Advisor shall provide advisory services to the senior
management of AmSurg in the areas of strategy, operations management and 
organization development.

         3.      TERM.  Subject to the terms and conditions set forth herein,
Advisor shall serve as an Advisor hereunder for a period beginning on the date
of the Distribution and ending at the end of the twenty-fourth month following 
the Distribution.

         4.      BASE COMPENSATION.  For all services rendered by Advisor,
AmSurg shall pay Advisor an aggregate base compensation of $__________ ("Base
Compensation").  The Base Compensation shall be paid to Advisor in the form of
shares (the "Shares") of Class A Common Stock, without par value, of AmSurg
(the "Class A Common Stock") as provided in this Section 4.  The number of
Shares shall be determined by (i) dividing the Base Compensation by the dollar
amount per share of AmSurg common stock as determined in the last professional
valuation of the shares of AmSurg