SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                 3.1.1.  If such indemnification is not lawful;

                 3.1.2.  If Indemnitee's conduct giving rise to the Claim with
respect to which indemnification is requested was knowingly fraudulent, a
knowing violation of law, deliberately dishonest or in bad faith or constituted
willful misconduct;

                 3.1.3.  In respect of any Claim based upon or attributable to
Indemnitee gaining in fact any personal profit or advantage to which Indemnitee
was not legally entitled;

                 3.1.4.  In respect of any Claim based upon or in connection
with a proceeding by or in the right of the Company in which the director was
adjudged liable to the Company;

                 3.1.5.  In respect of any Claim for an accounting of profits
made from the purchase or sale by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as
amended; or

                 3.1.6.  If Indemnitee's conduct giving rise to the Claim with
respect to which indemnification is requested constituted a breach of the duty
of loyalty to the corporation or its shareholders.

                 3.1.7.  In respect of any Claim based upon any violation of
Section 48-18-304 of the Tennessee Business Corporation Act, as amended.

         3.2.  No Duplication of Payments.  The Company shall not be liable
under this Agreement to make any payment otherwise due and payable to the 
extent Indemnitee has otherwise actually received payment (whether under the 
Charter or the Bylaws of the Company, the D&O Insurance or otherwise) of any 
amounts otherwise due and payable under this Agreement.

         Section 4.  Payments and Determinations.

         4.1.  Advancement and Reimbursement of Expenses.  If requested by
Indemnitee, the Company shall advance to Indemnitee, no later than two business
days following any such request, any and all Expenses for which indemnification
is available under Section 2.  In order to obtain such advancement or 
reimbursement, the Indemnitee must also furnish to the Company a written 
affirmation of his good faith belief that he has conducted himself in good 
faith and that he reasonably believed that: (1) in the case of conduct in his 
official capacity with the corporation, that his conduct was in its best 
interest; and (2) in all other cases, that his conduct was at least not opposed
to its best interests; and (3) in the case of any criminal proceeding, he had no
reasonable case to believe his conduct was unlawful.  In addition, Indemnitee
must furnish to the Company a written undertaking, executed personally or on
his behalf, to repay the advance if it is ultimately determined that he is not 
entitled to indemnification.  Upon any Determination that Indemnitee is not
permitted to be indemnified for any Expenses so advanced, Indemnitee hereby 
agrees to reimburse the Company (or, as appropriate, any Trust established 
pursuant to Section 8.2) for all such amounts previously paid.  Such obligation 
of reimbursement shall be unsecured and no interest shall be charged thereon.





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