SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
<PAGE>   2

common stock performed by a third party at the request of AmSurg prior to the
Distribution or, if a sale of AmSurg common stock (other than on exercise of a
stock option) occurs after the date of such valuation but prior to the
Distribution, the purchase price per share paid in such sale and (ii)
multiplying the resulting quotient by one-third.  The Shares will be issued as
Restricted Stock (as such term is defined in the AmSurg Corp. 1997 Stock
Incentive Plan (the "Plan")) in accordance with Section 7 of the Plan,
effective upon the Distribution.  Except as otherwise provided in Section 7 of
this Agreement or Section 10 of the Plan, one-third of the Shares will vest
upon the Distribution, one-third of the Shares will vest on the first
anniversary of the Distribution and the remaining one-third of the Shares will
vest on the second anniversary of the Distribution.  Until the second
anniversary of the date of the Distribution, Advisor will not sell, assign or
transfer the Shares except Advisor may sell, assign or transfer vested Shares
(i) upon a Change in Control (as defined in the Plan), (ii) upon any Potential
Change in Control (as defined in the Plan) as a result of which awards under
the Plan become vested, (iii) upon any termination of the advisory relationship
under this Agreement or (iv) to the extent permitted by Section 13(h) of the

         5.      ADDITIONAL COMPENSATION.  While Advisor is serving as an
Advisor hereunder, Advisor will be eligible to receive compensation as an
Outside Director of AmSurg including awards of restricted stock.

         6.      EXPENSES.  Advisor shall be reimbursed for ordinary and
necessary business expenses incurred by Advisor on behalf of AmSurg upon
presentation of vouchers in accordance with the usual and customary procedure
of AmSurg in relation to such expense items.

         7.      TERMINATION BY AMSURG.   AmSurg may terminate the advisory
relationship hereunder at any time during the term of this Agreement by giving
written notice to Advisor.  Upon any such termination, other than for Cause (as
hereinafter defined), all of the Shares will vest.  "Cause" shall mean (i) a
felony conviction of Advisor or the failure of Advisor to contest prosecution
for a felony, (ii) conviction of a crime involving moral turpitude, or (iii)
willful and continued misconduct or gross negligence by Advisor in the
performance of his duties as an advisor to AmSurg.

         8.      TERMINATION BY ADVISOR.  Advisor may terminate the advisory
relationship hereunder at any time upon sixty (60) days written notice to
AmSurg.  Upon such termination by Advisor, all Shares not theretofore vested
will be forfeited.

         9.      CONFIDENTIAL INFORMATION.  Advisor agrees not to disclose,
either during the time he is providing services to AmSurg or following
termination of the Advisory relationship hereunder, to any person (other than a
person to whom disclosure is necessary in connection with the performance of
his duties as a Advisor to AmSurg or to any person specifically authorized by a
general partner of AmSurg) any material confidential information concerning
AmSurg or any of its Affiliates, including, but not limited to, strategic
plans, investment strategy, research, financial analysis, contract terms,
financial costs, pricing terms, or business opportunities whether for existing,
new or developing businesses.  Advisor and AmSurg acknowledge and agree that
any of the covenants contained in this Section 9 may be specifically enforced
through injunctive relief but such right to injunctive relief shall not
preclude AmSurg from other remedies which may be available to it.
Notwithstanding any