SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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months following a Change In Control (as defined in the Employment Agreements).
The Employment Agreements also contain a restrictive covenant pursuant to which
each executive has agreed not to compete with AmSurg during the time AmSurg is
obligated to compensate him or her pursuant to the Employment Agreement.
 
STOCK INCENTIVE PLANS
 
1992 Stock Option Plan
 
     AmSurg approved the 1992 Stock Option Plan (the "1992 Plan") in April 1992
to provide key employees with an additional incentive to contribute to the best
interests of AmSurg. The 1992 Plan may be administered by the Board of Directors
or a committee appointed by the Board. The Board or such designated committee
has the power, among other things, (i) to determine which of the eligible
persons shall be granted options to purchase shares of Class A Common Stock,
(ii) to determine whether such options shall be incentive or non-statutory stock
options, (iii) to determine the number of shares for which each option shall be
granted, (iv) to construe, interpret and administer the 1992 Plan, (v) to
prescribe the terms and provisions of each option granted, (vi) to amend the
1992 Plan, and (vii) generally, to exercise such powers and to perform such acts
as are deemed necessary or expedient to promote the best interests of AmSurg.
 
     There are 927,333 shares of Class A Common Stock reserved for issuance upon
exercise of options granted under the 1992 Plan. The price per share under each
option granted shall be determined by the Board or the committee, but in the
case of incentive stock options, shall be no less than 100% of the fair market
value of the Class A Common Stock on the date of grant, and, in the case of
non-statutory options, shall in no event be less than 85% of the fair market
value of the Class A Common Stock on the date of grant.
 
     The option exercise period shall be determined by the Board or committee;
however, incentive stock options shall not be exercisable more than 10 years
from the date of grant (and five years for any individual who, at the time of
grant, owns more than 10% of the total combined voting power of all classes of
stock of AmSurg). No option shall be transferable otherwise than by will or the
laws of descent and distribution and an option is exercisable during the
lifetime of the optionee only by such optionee.
 
     As of the date hereof, incentive stock options for the purchase of 344,000
shares and non-qualified stock options for the purchase of 562,783 shares of
Class A Common Stock have been granted to certain management employees. The
options granted will vest in four equal annual installments. The options are
subject to the terms of the 1992 Plan, will expire 10 years from the date of
grant, and are exercisable at an average exercise price of approximately $2.58
per share. In the event of certain fundamental changes to AmSurg (including
liquidation, dissolution, merger, reorganization or sale of all or substantially
all of the assets of AmSurg), the stock options shall immediately vest and be
fully exercisable by the optionees. If shares subject to an option or stock
appreciation right under the 1992 Plan cease to be subject to such option or
stock appreciation right without the exercise of such option or stock
appreciation right, or if shares of restricted stock or shares underlying other
stock-based awards under the 1992 Plan are forfeited or otherwise terminate
without a payment being made in the form of Class A Common Stock and without the
payment of any dividends thereon, such shares will again be available for future
distribution under the 1992 Plan.
 
1997 Stock Incentive Plan
 
     The AmSurg Board of Directors has adopted a 1997 Stock Incentive Plan (the
"1997 Incentive Plan") pursuant to which AmSurg may grant options and other
rights with respect to the AmSurg Common Stock to officers, non-employee
directors of AmSurg and key employees following the Distribution. On February 7,
1997 and March 7, 1997, the Board of Directors approved grants of options for
the purchase of 117,166 shares of Class A Common Stock to various employees
pursuant to the 1997 Incentive Plan for a per share exercise price of $5.91. The
1997 Incentive Plan and any stock-based awards made by AmSurg pursuant to the
1997 Incentive Plan are subject to AmSurg stockholder approval at the special
meeting of stockholders scheduled to be held on May   , 1997.
 
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