SEC Filings

S-8
AMSURG CORP filed this Form S-8 on 12/11/1997
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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.  Notwithstanding
the foregoing, if the termination is due to disability, or to retirement with
the consent of the Company, such disabled or retiring participant shall have
the right to exercise his options which have not previously been exercised at
the date of such termination of employment at any time within three months
after such termination, subject to the condition 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 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.  Whether termination of employment is due to disability
or is to be considered retirement with the consent of the Company shall be
determined by the Board or the Committee, which determination shall be final
and conclusive.

         If the participant should die while in the employ of the Company or a
subsidiary of the Company or within a period of three months after the
termination of his employment by retirement and shall not have fully exercised
options granted under the Plan, such options may be exercised in whole or in
part at any time within 12 months after the participant's death by the
executors or administrators of the participant's estate or by any person or
persons who shall have acquired the options directly from the participant by
bequest or inheritance, subject to the condition 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 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.

       The exercise of an option granted under the Plan shall not affect the
optionee's right or ability to exercise any other option granted under the Plan
or any other stock option plan of the Company or its subsidiaries.

                 (c) Limitations on Grants.  No Incentive Stock Option shall be 
granted to any participant under the Plan if the aggregate fair market value 
(as of the date the option is granted) of the Common Stock with respect to 
which Incentive Stock Options are exercisable for the first time by such
participant during any calendar year (under all such plans of the Company and
any subsidiary of the Company) exceeds $100,000.

                 (d) Limitations on Disposition.  To obtain the tax benefits
associated with Incentive Stock Options, the optionee must make no disposition
of shares acquired pursuant to the exercise of an Incentive Stock Option
within two years from the granting of such Incentive Stock Option or within
one year from the date of the exercise of such Incentive Stock Option.

                 (e) Holding Period.  Upon such time as the Company has a
class of equity security registered under Section 12 of the Exchange Act,
in order for the grant of an option under the Plan to be exempt from Section
16(b) of the Exchange Act, the optionee must make

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