SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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                                                                   EXHIBIT 10.3


         THIS AGREEMENT is made and entered into as of the ____ day of
_____________, 1997, by and between AmSurg Corp., a Tennessee corporation (the
"Company"), and the undersigned (the "Indemnitee").


         WHEREAS, it is essential to the Company that it attract and retain as
directors and officers the most capable persons available; and

         WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors and officers of
companies in the current environment; and

         WHEREAS, the Company and the Indemnitee are also aware of conditions
in the insurance industry that have affected the Company's ability to obtain
adequate directors' and officers' liability insurance coverage on an
economically acceptable basis; and

         WHEREAS, Sections 48-51-501 - 48-18-509 of the Tennessee Business
Corporation Act and Article 11 of the Company's Amended and Restated Charter
(the "Charter") provide for the indemnification of the Company's directors and
officers under certain circumstances; and

         WHEREAS, the Company and the Indemnitee recognize the potential
inadequacy of the protection available to directors and officers under the
 Business Corporation Act, the Company's Charter and director's and
officers' liability insurance; and

         WHEREAS, Section 48-18-509 of the Tennessee Business Corporation Act
and the Company's Charter specifically contemplate that indemnification
agreements may be entered into between the Company and its directors and
officers; and

         WHEREAS, the Indemnitee currently is serving as a director and/or
officer of the Company, and the Company desires that the Indemnitee continue to
serve in such capacity.  The Indemnitee is willing to continue to serve in such
capacity if the Indemnitee is adequately protected against the risks associated
with such service; and

         [WHEREAS, the Company desires the Indemnitee to serve as an advisor to
the Company pursuant to an Advisory Agreement, dated as of __________, 1997, to
be entered into by the Company and the Indemnitee (the "Advisory Agreement")
and the Indemnitee is unwilling to serve in such capacity unless his service
under the Advisory Agreement is covered under this Agreement;] and

         WHEREAS, the Company and the Indemnitee have concluded that the
indemnities available under the Company's charter, bylaws and any insurance now
or hereafter in effect need to be