exv10w2






Exhibit 10.2




AMSURG CORP.

RESTRICTED SHARE AWARD AGREEMENT




     THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the
      day of           , 20    (the “Grant Date”), between AmSurg Corp., a Tennessee corporation (the
“Company”), and                      (the “Grantee”), under the Company’s 2006 Stock Incentive Plan, as
amended (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the Plan.



     1. Grant of Restricted Shares.



          (a) The Company hereby grants to the Grantee an award (the “Award”) of                      shares (the
“Shares” or the “Restricted Shares”) of the Company’s common stock, no par value per share (the
“Common Stock”), on the terms and conditions set forth in this Agreement and as otherwise provided
in the Plan, which number was determined by dividing (a) $                     by (b) $          , which was the
Fair Market Value of the Common Stock on                     , 20   .




          (b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior
to the dates on which the restrictions shall lapse in accordance with Section 3 hereof.




     2. Terms and Rights as a Stockholder.



          (a) Except as provided herein and subject to such other exceptions as may be determined by the
Committee in its discretion, the Restricted Stock will vest in increments of one-half of the shares
of Common Stock subject to such grant, with the first one-half increment vesting on the first
anniversary of the date of the grant and the second one-half increment on the second anniversary of
the date of grant, if the Grantee is still a member of the Board on such dates.




          (b) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares,
including the right to receive dividends and the right to vote such Shares, subject to the
following restrictions:




               (i) the Grantee shall not be entitled to delivery of the stock certificate for any Shares
until such shares have vested;



               (ii) upon termination of a Non-Employee Director’s service as a member of the Board for any
reason other than death, disability or upon the expiration of the Non-Employee Director’s then
current term of service on the Board, all shares of Non-Employee Director Restricted Stock not
theretofore vested will be forfeited;



               (iii) upon termination of a Non-Employee Director’s service as a member of the Board due to
death, disability or upon the expiration of the Non-Employee



 









 




Director’s then current term of service on the Board, all shares of Non-Employee Director
Restricted Stock will immediately vest; and




               (iv) all dividends declared and paid in respect of such Shares will be held by the Company and
shall be paid to the Grantee upon the vesting of such Shares. Any dividends declared and paid in
respect of forfeited Shares shall revert to the Company.


Any Shares, any other securities of the Company and any other property distributed with respect to
the Restricted Shares shall be subject to the same restrictions, terms and conditions as such
Restricted Shares.




     3. Termination of Restrictions. Following the vesting of the Restricted Shares, all
restrictions set forth in this Agreement or in the Plan relating to the vested Restricted Shares
shall lapse and a stock certificate for the appropriate number of Shares shall, upon request, be
delivered to the Grantee or the Grantee’s beneficiary or estate, as the case may be, pursuant to
the terms of this Agreement.



     4. Change in Control. Upon a Change in Control, all restrictions set forth in this
Agreement or in the Plan relating to the Restricted Shares automatically shall lapse.



     5. Delivery of Shares.



          (a) As of the date hereof, certificates representing the Restricted Shares shall be registered
in the name of the Grantee and held by the Company or transferred to a custodian appointed by the
Company for the account of the Grantee subject to the terms and conditions of the Plan and shall
remain in the custody of the Company or such custodian until their delivery to the Grantee or
Grantee’s beneficiary or estate or their reversion to the Company as set forth in this Agreement.




          (b) Certificates representing Restricted Shares that have vested shall be delivered to the
Grantee upon request following the date on which such Restricted Shares vest.




          (c) Upon the Grantee’s death, certificates representing Restricted Shares shall be delivered
to the executors or administrators of the Grantee’s estate as soon as practicable following the
receipt of proof of the Grantee’s death satisfactory to the Company.




          (d) Each certificate representing Restricted Shares shall bear a legend in substantially the
following form or substance:





THIS SALE OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE, WHETHER
VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFER SET FORTH IN THE AMSURG CORP. 2006 STOCK INCENTIVE PLAN, AS AMENDED (THE
“PLAN”). A COPY OF THE PLAN AND THE RULES OF SUCH PLAN MAY BE OBTAINED FROM THE
SECRETARY OF AMSURG CORP.



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     6. Effect of Lapse of Restrictions. To the extent that any Restricted Shares have
vested, the Grantee may receive, hold, sell or otherwise dispose of such Shares free and clear of
the restrictions imposed under the Plan and this Agreement.



     7. No Right to Continued Service. This Agreement shall not be construed as giving
Grantee the right to continue to serve as a director of the Company or any Subsidiary or Affiliate,
and the Company or any Subsidiary or Affiliate may at any time dismiss Grantee from service as a
director, free from any liability or any claim under the Plan.



     8. Adjustments. The Committee shall make equitable and proportionate adjustments in
the terms and conditions of, and the criteria included in, this Award in recognition of unusual or
nonrecurring events (including, without limitation, the events described in Section 4.2 of
the Plan) affecting the Company, any Subsidiary or Affiliate, or the financial statements of the
Company or any Subsidiary or Affiliate, or of changes in applicable laws, regulations, or
accounting principles in accordance with the Plan.



     9. Amendment to Award. Subject to the restrictions contained in the Plan, the
Committee may waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would
adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to
that extent be effective without the consent of the Grantee, holder or beneficiary affected.



     10. Withholding of Taxes. If the Grantee makes an election under Section 83(b) of the
Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon
the prompt payment to the Company of any applicable withholding obligations or withholding taxes by
the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will
render this Agreement and the Award granted hereunder null and void ab initio and the Restricted
Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election
under Section 83(b) of the Code with respect to the Award, upon the vesting of any portion of the
Restricted Shares (or property distributed with respect thereto), the Company shall satisfy the
required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s
minimum statutory withholding with respect to Grantee and issue vested shares to the Grantee
without restriction. The Company shall satisfy the required Withholding Taxes by withholding from
the Shares included in the Award that number of whole shares necessary to satisfy such taxes as of
the date the restrictions lapse with respect to such Shares based on the Fair Market Value of the
Shares or requiring the Grantee to pay to the Company any amounts so required to be withheld.



     11. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are
governed by the terms of the Plan, and in the case of any inconsistency between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall govern.



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     12. Severability. If any provision of this Agreement is, or becomes, or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or
would disqualify the Plan or Award under any laws deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee, materially altering
the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.



     13. Notices. All notices required to be given under this Grant shall be deemed to be
received if delivered or mailed as provided for herein, to the parties at the following addresses,
or to such other address as either party may provide in writing from time to time.



	 	 	 

	To the Company:
	 	AmSurg Corp.
	 
	 	20 Burton Hills Boulevard
	 
	 	Nashville, Tennessee 37215
	 
	 	Attn:  Director of Human Resources
	 
	 	 
	To the Grantee:
	 	The address then maintained with respect to the Grantee in the Company’s records.






     14. Governing Law. The validity, construction and effect of this Agreement shall be
determined in accordance with the laws of the State of Tennessee without giving effect to conflicts
of laws principles.



     15. Successors in Interest. This Agreement shall inure to the benefit of and be
binding upon any successor to the Company. This Agreement shall inure to the benefit of the
Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted
to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors,
administrators and successors.



     16. Resolution of Disputes. Any dispute or disagreement which may arise under, or as
a result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final,
binding and conclusive on the Grantee and the Company for all purposes.



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     IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly
executed effective as of the day and year first above written.



	 	 	 	 	 
	 	AMSURG CORP.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	GRANTEE:

 	 
	 	
 	 
	 	Signature 	 
	 	 	 
	 	
 	 
	 	Please Print Name 	 
	 	 	 
	 




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