SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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          OPTION/STOCK APPRECIATION RIGHTS GRANTS IN LAST FISCAL YEAR
 
     The following table provides information as to options granted to the Named
Executive Officers during fiscal 1996. No Stock Appreciation Rights ("SARs")
were awarded in fiscal 1996.
 

<TABLE>
<CAPTION>
                                                  INDIVIDUAL GRANTS                      POTENTIAL REALIZABLE
                               -------------------------------------------------------     VALUE AT ASSUMED
                                                  PERCENT OF                                ANNUAL RATES OF
                                 NUMBERS OF         TOTAL                                     STOCK PRICE
                                 SECURITIES      OPTIONS/SARS    EXERCISE                  APPRECIATION FOR
                                 UNDERLYING       GRANTED TO     OR BASE                      OPTION TERM
                                OPTIONS/SARS     EMPLOYEES IN     PRICE     EXPIRATION   ---------------------
NAME                           GRANTED (#)(1)    FISCAL YEAR      ($/SH)       DATE       5% ($)      10% ($)
- ----                           --------------   --------------   --------   ----------   ---------   ---------
<S>                            <C>              <C>              <C>        <C>          <C>         <C>
Ken P. McDonald..............       11,667            5.08%       $4.68      01/08/06       34,338      87,018
                                    58,333           25.39         5.37      06/21/06      197,001     499,240
Claire M. Gulmi..............        6,667            2.90         4.68      01/08/06       19,622      49,725
Royce D. Harrell.............        8,333            3.63         4.68      01/08/06       24,527      62,156
Rodney H. Lunn...............        5,000            2.18         4.68      01/08/06       14,716      37,294
David L. Manning.............        8,333            3.63         4.68      01/08/06       24,527      62,156
</TABLE>

 
- ---------------
 
(1) All options were granted on January 8, 1996 except for the grant of 58,333
     options to Mr. McDonald on June 21, 1996. All options vest 25% annually
     over four years.
 
     The following table provides information as to options exercised by the
Named Executive Officers during fiscal 1996. None of the Named Executive
Officers has exercised separate SARs. In addition, this table includes the
number of shares covered by both exercisable and unexercisable stock options as
of the record date. Also reported are the values for "in-the-money" options,
which represent the positive spread between the exercise price of any existing
stock options and the year-end price.
 
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
 

<TABLE>
<CAPTION>
                                                              NUMBER OF SECURITIES        VALUE OF UNEXERCISED IN-
                             NUMBER OF                       UNDERLYING UNEXERCISED         THE-MONEY OPTIONS AT
                               SHARES                      OPTIONS AT FISCAL YEAR-END       FISCAL YEAR-END(1)($)
                            ACQUIRED ON       VALUE       ----------------------------   ---------------------------
NAME                        EXERCISE (#)   REALIZED ($)   EXERCISABLE    UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
- ----                        ------------   ------------   ------------   -------------   -----------   -------------
<S>                         <C>            <C>            <C>            <C>             <C>           <C>
Ken P. McDonald...........      --             --            25,417         86,250          66,750         62,500
Claire M. Gulmi...........      --             --             8,333         15,000          19,550         25,550
Royce D. Harrell..........      --             --            79,625         14,875         244,910         23,470
Rodney H. Lunn............      --             --           178,667          8,333         847,710         12,650
David L. Manning..........      --             --           179,500         12,500         849,585         17,525
</TABLE>

 
- ---------------
 
(1) Based on an assumed value of $5.58 at year end, which represents the value
     determined by the AmSurg Board of Directors for purposes of acquisition
     transactions and option grants based on an independent valuation.
 
EMPLOYMENT AGREEMENTS
 
     AmSurg has employment agreements with each of Mr. McDonald, Ms. Gulmi, Mr.
Harrell, Mr. Lunn and Mr. Manning (the "Employment Agreements"). The Employment
Agreements have an initial one-year term, but contain a provision that
automatically extends the term for an additional one year on the first and each
successive anniversary date of the Employment Agreements until Messrs. McDonald,
Harrell, Lunn and Manning and Ms. Gulmi, respectively, reach age 65 after which
term shall not be automatically extended. The automatic renewal provision can be
canceled by AmSurg prior to each anniversary date of the Employment Agreements.
The Employment Agreements provide that if AmSurg elects not to extend the
executive's employment, the executive will be considered to have been terminated
without cause and will receive his or her base salary, reduced by any salary
earned by the executive from another employer, plus certain benefits for a
period of one year. The executive will also receive the same compensation as
provided above if the executive terminates his or her employment with AmSurg
under certain circumstances at any time within twelve
 
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