SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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or with the approval of the Company's shareholders, may not (a) increase the
aggregate number of shares available for option hereunder, (b) change the price
at which options may be granted, (c) extend the maximum period during which an
option may be exercised, or (d) change the eligibility requirements for options
hereunder.  Rights and obligations under any option granted before amendment of
the Plan shall not be altered or impaired by amendment of the Plan, except with
the consent of the person to whom the option was granted.

         10.     Fair Market Value of Stock.  Whenever pursuant to the terms
of the Plan the fair market value of the Company's Common Stock is required to
be determined as of a particular date, such fair market value shall equal the
last sale price of the Common Stock on the principal exchange on which the
Common Stock is then listed, or if the Common Stock is not then listed on any
exchange, on the National Association of Securities Dealers Automated Quotation
National Market System ("NMS"), or, if price quotations for the Common Stock are
not available on NMS, the mean between the closing bid and asked price of the
Common Stock on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), or if no bid quotation is available on NASDAQ, the
fair value of such Common Stock as determined by the Board, in each case, on
the business day immediately preceding the date on which the determination is
made.  Fair market value shall be determined in all cases without regard to any
restriction other than a restriction which, by its terms, will never lapse.

         11.     No Rights as Shareholder.  A participant in the Plan shall
have no rights as a shareholder with respect to any shares covered by his
option until the date of the issuance of a stock certificate to him.  No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued.

         12.     Indemnification of Committee.  In addition to such other
rights of indemnification as they may have as directors or as members of the
Committee, the members of the Committee shall be indemnified by the Company
against the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them
in satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for negligence or misconduct in
the performance of his duties; provided that within 60 days after institution
of any such action, suit or proceeding, the Committee member shall in writing
offer the Company the opportunity, at its own expense, to handle and defend the

         13.     Termination.  This Plan shall terminate on April 2, 2002,
unless sooner terminated by action of the Board.  No option may be granted
hereunder after termination of the Plan, but such termination shall not affect
the validity of any option then outstanding.