SEC Filings

S-8
AMSURG CORP filed this Form S-8 on 12/11/1997
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consent or approval of any governmental regulatory body is necessary or
desirable in connection with the issue or transfer of shares subject thereto,
no such option may be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board or the Committee.
If required at any time by the Board or the Committee, an option may not be
exercised until the optionee has delivered an investment letter to the Company
containing the representations that all shares being purchased are being
acquired for investment and not with a view to, or for resale in connection
with, any distribution of such shares.

         5.      Terms and Conditions of Options.  All stock options granted
pursuant to the Plan shall be in such form as the Board or the Committee shall
from time to time determine, shall clearly indicate whether such option is an
Incentive Stock Option or a non-statutory stock option, and shall be subject
to the following terms and conditions:

                 (a)   Option Price.  The price per share for Common Stock
under each option granted under the Plan shall be determined and fixed by the
Board or the Committee but, in the case of Incentive Stock Options, shall in
no event be less than 100% of the fair market value of the Common Stock on the
date of grant of such option, and, in the case of non-statutory stock options,
shall in no event be less than 85% of the fair market value of the Common
Stock on the date of grant of such option.  In the case of the grant of an
Incentive Stock Option to an individual who, at the time of the grant, owns
more than 10% of the total combined voting power of all classes of stock of
the Company, such price per share shall not be less than 110% of the fair
market value of the Common Stock on the date of grant of the option.

                 (b)   Option Period.  The period during which an option
may be exercised shall be determined by the Board or the Committee, provided,
however, that in no event shall an Incentive Stock Option be exercisable after
the expiration of 10 years from the date such option was granted; and provided
further that in the case of the grant of an Incentive Stock Option to an
individual who, at the time of the grant, owns more than 10% of the total
combined voting power of all classes of stock of the Company, in no event shall
such option be exercisable more than five years from the date of the grant.
Options may be made exercisable in installments, and such options or
installments thereof may be exercised in part from time to time after they
become exercisable.  The maturity of any installment or installments may be
accelerated at the discretion of the Board or the Committee.

       In the event that a participant shall cease to be employed by the
Company or one of its subsidiaries for any reason other than his death, all
options held by him pursuant to the Plan and not previously exercised at the
date of such termination shall terminate immediately and become void and of no
effect; provided, however, that the Board or the Committee shall have the right
to extend the exercise period not in excess of three months following the date
of termination of the participant's employment, subject to the further
condition, however, that no Incentive Stock Option shall be exercisable after
the expiration of 10 years from the date it is granted, and subject to the
further condition that in the case of the grant of an Incentive Stock Option to
an individual who, at the time of the grant, owns more than 10% of the total
combined voting

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