1992 STOCK OPTION PLAN
1. Purpose. The purpose of the AmSurg Corp. 1992 Stock Option
Plan (the "Plan") is to advance the growth and prosperity of AmSurg Corp. (the
"Company") and its subsidiaries by providing key employees with an additional
incentive to contribute to the best interests of the Company. Without
prejudice to other compensation programs approved from time to time by the
Board of Directors (the "Board") and/or shareholders of the Company, such
additional incentive is to be given key employees by means of stock options
provided for under the Plan. In the discretion of the Committee hereinafter
provided for and the Board, such options may be "Incentive Stock Options"
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), or "non-statutory" stock options.
2. Administration of the Plan.
(a) The Plan shall be administered by the Board unless and
until such time as the Board delegates administration to a committee pursuant
to subparagraph 2(c) (the "Committee"). Upon such date as the Company has a
class of equity security registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Board shall
administer the Plan
only if all of its members are disinterested persons. For
the purposes of this paragraph 2, disinterested person shall mean a person who
has not at any time within one year prior to the date in question participated
in the Plan or any other plan of the Company or any of its subsidiaries
entitling the participants therein to acquire stock or stock options of the
Company; provided, however, that a disinterested person may participate in a
plan that meets any of the exceptions contained in Rule 16b-3(c)(2) as
promulgated under the Exchange Act, as it may be amended from time to time.
(b) The Board shall have the power, subject to, and
within, the limits of the express provisions of the Plan:
(i) To determine from time to time which of the
eligible persons shall be granted options under the Plan, the
term of each granted option, the time or times during the term
of each option within which all or portions of each option may
be exercised, whether the options granted shall be Incentive
Stock Options or non-statutory options, and the number of
shares for which each option shall be granted.
(ii) To construe and interpret the Plan and
options granted under it, and to establish, amend and revoke
rules and regulations for its administration. The Board, in
the exercise of this power, shall generally determine all
questions of policy and expediency that may arise and may
correct any defect, omission or inconsistency in the Plan or
in any option agreement in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective.