THIS AGREEMENT ("Agreement") is made and entered into effective as of
April 11, 1997, between AMSURG CORP., a Tennessee corporation (hereinafter the
"Company"), and DAVID L.
MANNING (hereinafter "Colleague").
In consideration of Colleague's continued employment by the Company,
eligibility for stock incentive plans and other benefit programs of the Company,
and other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. STATUS OF COLLEAGUE. Colleague acknowledges that he has specialized knowledge
and experience in the Company's business which are considered to be of great
value to the Company, and that it is critical to the Company that it have
sufficient time to recruit, hire and train a successor should Colleague decide
to terminate his employment with the Company.
2. NOTICE OF TERMINATION. Colleague agrees that in the event Colleague desires
to terminate his employment with the Company prior to April 11, 2001, Colleague
shall give the Company at least nine (9) months prior written notice of such
decision (the "Notice Period"). During the Notice Period, Colleague shall
continue to perform the services and discharge
the duties normally associated
with Colleague's position with the Company on a full-time basis and shall assist
the Company in the recruitment, hiring and training of Colleague's successor.
3. LIQUIDATED DAMAGES. If Colleague breaches any of the provisions of Section 2
of this Agreement, then in such event Colleague shall be required to pay
$200,000 to the Company as liquidated damages, and not as a penalty for his
breach of this Agreement. Any such payment shall be due within 10 days after
receipt of written notice from the Company that the payment is due.
Notwithstanding the foregoing, in the event of (a) the termination of
Colleague's employment by the Company for any reason, including but not limited
to death or total disability (as defined in the Colleague's employment agreement
with the Company), or (b) a sale of all of the outstanding capital stock of the
Company, a merger of the Company with or into another entity, or the sale of all
or substantially all of the assets of the Company, and the subsequent
termination of Colleague's employment by the Company, the parties acknowledge
and agree that no such liquidated damages payment will be due or payable by
4. NOTICE. Any notice or other communication required under this Agreement shall
be in writing and shall be sent by certified or registered mail or by facsimile
transmission or overnight courier service addressed as follows:
If to the Company:
One Burton Hills Boulevard
Nashville, Tennessee 37215