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.
(iii) To prescribe the terms and provisions of each option
granted (which need not be identical).
(iv) To amend the Plan as provided herein.
(v) Generally, to exercise such powers and to perform
such acts as are deemed necessary or expedient to promote the best
interests of the Company.
(c) The Board, by resolution, may delegate administration
of the Plan (including, without limitation, the Board's powers under
subparagraph 2(b)) to a Committee composed of not less than two (2) members,
which committee, upon such time as the Company has a class of equity security
registered under Section 12 of the Exchange Act, will be constituted so as to
permit the Plan to comply with Rule 16b-3 thereunder. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such constraints, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board at any
time may remove members from or add members to the Committee or may abolish the
Committee and revest in the Board the administration of the Plan. Vacancies on
the Committee, howsoever caused, shall be filled by the Board.
(d) The interpretation and construction by the Board of
any provisions of the Plan or of any option granted under it shall be final,
and the interpretation or construction by any Committee appointed pursuant to
subparagraph 2(c) of any such provisions or option shall also, unless otherwise
determined by the Board, be final. No member of such Committee or of the Board
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted under it.
3. Eligible Employees. The Board or the Committee shall
determine from time to time those officers and key employees of the Company
and its subsidiaries to whom options shall be granted and, pursuant to the
provisions of the Plan, the amount thereof and the terms and conditions,
including requirements as to continued employment by the participant, upon
which such options or rights are granted and are exercisable. Directors of
the Company who are not also employees of the Company or its subsidiaries
shall not be eligible to participate in the Plan.
4. The Stock. The stock subject to the options and other
provisions of the Plan shall be shares of the Company's authorized and unissued
Common Stock, no par value, or reacquired Common Stock held in the treasury.
The total number of shares of the Company's Common Stock that may be
transferred pursuant to the exercise of stock options under the Plan shall not
exceed in the aggregate 1,532,000 shares. Shares subject to options which
terminate or expire prior to exercise shall be available for further option
Each option granted under this Plan shall be subject to the requirement
that if at any time the Board or the Committee shall determine that the
listing, registration or qualification of the shares subject thereto upon any
securities exchange or under any state or Federal law, or the
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
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
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
no disposition of the option (other than upon exercise) or the shares acquired
pursuant to the exercise of the option, for a period of six months after the
date of grant of such option.
6. Payment for Stock. Payment for shares subject to options
granted under the Plan shall be made by the optionee in the form of cash or by
means of unrestricted shares of the Company's Common Stock or any combination
thereof. Payment shall be made upon the exercise of the option. Payment in
currency or by check, bank draft, cashier's check or postal money order shall
be considered payment in cash. In the event of payment in the Company's
Common Stock, the shares used in payment of the purchase price shall be
considered payment to the extent of their fair market value on the date of
exercise of the option.
7. Non-Assignability. No option shall be transferable otherwise
than by will or the laws of descent and distribution and an option is
exercisable during the lifetime of the optionee only by him.
8. Adjustment Upon Changes in Stock.
(a) The number of shares of Common Stock available for
the granting of options under the Plan and the number of shares and price per
share of Common Stock subject to outstanding options granted pursuant to the
Plan may be adjusted by the Board or the Committee in an equitable manner to
reflect changes in the capitalization of the Company, including, but not
limited to, such changes as result from merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares and
change in corporate structure. If any adjustment under this subparagraph 8(a)
would create a fractional share of Common Stock or a right to acquire a
fractional share of Common Stock, such fractional share shall be disregarded
and the number of shares available under the Plan and the number covered under
any options granted pursuant to the Plan shall be the next lower number of
shares, rounding all fractions downward.
(b) Notwithstanding the foregoing, in the event of: (1) a
dissolution or liquidation of the Company; (2) a sale of all or substantially
all of the assets of the Company; (3) a merger or share exchange in which the
Company is not the surviving corporation; or (4) other capital reorganization
in which more than fifty percent (50%) of the shares of the Company entitled to
vote are exchanged, any outstanding options hereunder immediately shall be fully
exercisable by an optionee.
(c) Any adjustment made by the Board or the Committee
under this paragraph 8 shall be conclusive and binding on all affected persons.
No Incentive Stock Option granted pursuant to the Plan shall be adjusted in a
manner that causes such Incentive Stock Option to fail to continue to qualify
as an Incentive Stock Option within the meaning of Section 422A of the Code.
9. The Board from time to time may amend this Plan, but except
as provided above with respect to dilutions or other adjustments or mergers or
or with the approval of the Company's shareholders, may not (a) increase the
aggregate number of shares available for option hereunder, (b) change the price
at which options may be granted, (c) extend the maximum period during which an
option may be exercised, or (d) change the eligibility requirements for options
hereunder. Rights and obligations under any option granted before amendment of
the Plan shall not be altered or impaired by amendment of the Plan, except with
the consent of the person to whom the option was granted.
10. Fair Market Value of Stock. Whenever pursuant to the terms
of the Plan the fair market value of the Company's Common Stock is required to
be determined as of a particular date, such fair market value shall equal the
last sale price of the Common Stock on the principal exchange on which the
Common Stock is then listed, or if the Common Stock is not then listed on any
exchange, on the National Association of Securities Dealers Automated Quotation
National Market System ("NMS"), or, if price quotations for the Common Stock are
not available on NMS, the mean between the closing bid and asked price of the
Common Stock on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), or if no bid quotation is available on NASDAQ, the
fair value of such Common Stock as determined by the Board, in each case, on
the business day immediately preceding the date on which the determination is
made. Fair market value shall be determined in all cases without regard to any
restriction other than a restriction which, by its terms, will never lapse.
11. No Rights as Shareholder. A participant in the Plan shall
have no rights as a shareholder with respect to any shares covered by his
option until the date of the issuance of a stock certificate to him. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued.
12. Indemnification of Committee. In addition to such other
rights of indemnification as they may have as directors or as members of the
Committee, the members of the Committee shall be indemnified by the Company
against the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them
in satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for negligence or misconduct in
the performance of his duties; provided that within 60 days after institution
of any such action, suit or proceeding, the Committee member shall in writing
offer the Company the opportunity, at its own expense, to handle and defend the
13. Termination. This Plan shall terminate on April 2, 2002,
unless sooner terminated by action of the Board. No option may be granted
hereunder after termination of the Plan, but such termination shall not affect
the validity of any option then outstanding.
14. Shareholder Approval. The Plan shall be subject to approval
by the holders of a majority of the outstanding shares of Common Stock of the
Company present and voting at a meeting of shareholders, which approval must
occur within the period ending 12 months after the date the Plan is adopted by
the Board, provided, however, that options may be granted thereunder when all
the conditions (other than shareholder approval) precedent to the granting of
options under the Plan have been completed by the Company.
Date Approved by Board:
Date Approved by Shareholders: