SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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for the benefit of Indemnitee, the trustee of which shall be a bank or similar
financial institution with trust powers chosen by Indemnitee.  From time to
time, upon the written request of Indemnitee, the Company shall fund the Trust
in amounts sufficient to satisfy any and all Losses and Expenses reasonably
anticipated at the time of each such request to be incurred by Indemnitee for
which indemnification may be available under this Agreement.  The amount or
amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by mutual agreement of Indemnitee and the
Company or, if the Company and Indemnitee are unable to reach such an
agreement, or, in any event, a Change in Control has occurred by Independent
Legal Counsel (selected pursuant to Section 8.1).  The terms of the Trust shall
provide that, except upon the prior written consent of Indemnitee and the
Company, (a) the Trust shall not be revoked or the principal thereof invaded,
other than to make payments to unsatisfied judgment creditors of the Company,
(b) the Trust shall continue to be funded by the Company in accordance with the
funding obligations set forth in this Section, (c) the Trustee shall promptly
pay or advance to Indemnitee any amounts to which Indemnitee shall be entitled
pursuant to this Agreement, and (d) all unexpended funds in the Trust shall
revert to the Company upon a Determination by Independent Legal Counsel
(selected pursuant to Section 8.1) or a court of competent jurisdiction that
Indemnitee has been fully indemnified under the terms of this Agreement.  All
income earned on the assets held in the trust shall be reported as income by
the Company for federal, state, local and foreign tax purposes.

         8.3.  Expenses.  Following any Change in Control, the Company shall be
liable for, and shall pay the Expenses paid or incurred by Indemnitee in 
connection with the making of any Determination (irrespective of the
determination as to Indemnitee's entitlement to indemnification) or the 
prosecution of any Claim pursuant to Section 7.2, and the Company hereby 
agrees to indemnify and hold Indemnitee harmless therefrom.  If requested by 
counsel for Indemnitee, the Company shall promptly give such counsel an 
appropriate written agreement with respect to the payment of its fees and 
expenses and such other matters as may be reasonably requested by such counsel.

         Section 9. Period of Limitations.  No legal action shall be brought 
and no cause of action shall be asserted by or in the right of the Company, any
Subsidiary, any Other Enterprise or any Affiliate of the Company against
Indemnitee or Indemnitee's spouse, heirs, executors, administrators or personal
or legal representatives after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action of the
Company, any Subsidiary, any Other Enterprise or any Affiliate of the Company
shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such two-year period; provided, however, that if any
shorter period of limitations, whether established by statute or judicial
decision, is otherwise applicable to any such cause of action such shorter
period shall govern.

         Section 10.  Contribution.  If the indemnification provisions of this
Agreement should be unenforceable under applicable law in whole or in part or
insufficient to hold Indemnitee harmless in respect of any Losses and Expenses
incurred by Indemnitee, then for purposes of this Section 10, the Company shall
be treated as if it were, or was threatened to be made, a party defendant to
the subject Claim and the Company shall contribute to the amounts paid or
payable by Indemnitee as a result of such Losses and Expenses incurred by
Indemnitee in such proportion as is appropriate to reflect the relative
benefits accruing to the Company on the one hand and Indemnitee on the other
and the