EXHIBIT 99.1
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made and entered into this ___ day of _________,
_____, by and between AMSURG CORP., a Tennessee corporation (the "Corporation"),
and _______________________ ("the Colleague").
WHEREAS, the Corporation desires to afford the Colleague an opportunity to
purchase shares of Common Stock, no par value per share ("Common Stock") of the
Corporation, in accordance with the provisions of the AmSurg Corp. 1997 Stock
Incentive Plan, as amended (the "Plan").
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. GRANT OF OPTION. Corporation hereby grants to Colleague the option (the
"Option"), exercisable in whole or in part, to purchase ________ shares of the
Corporation's Common Stock, for a price of $_______ per share.
2. OPTION PLAN. This Option is granted as a non-qualified stock option under the
Plan, and is not intended to qualify as an incentive stock option, as that term
is used in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). This means that, at the time Colleague exercises all or any portion of
this Option, Colleague will have taxable income equal to any positive difference
between the market value of the Common Stock at the date of the exercise and the
option exercise price paid for the Common Stock under this Option as shown in
Section 1 of this agreement.
This Option is subject to the terms and conditions set forth in the Plan. In the
event any of the provisions in this Agreement conflict with or are inconsistent
with the provisions of the Plan, the provisions of the Plan shall be
controlling.
3. TIMING OF EXERCISE. Colleague may exercise this Option with respect to the
percentage of shares set forth below from and after the dates specified below:
CUMULATIVE
PERCENTAGE VESTED DATE OF VESTING OPTIONS EXERCISABLE
20%
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40%
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60%
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80%
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100%
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This Option will expire ten (10) years from the date of grant of this Option.
4. MANNER OF EXERCISE. This Option shall be exercised by the Colleague (or other
party entitled to exercise the Option under Section 6 of this Agreement) by
delivering written notice to the Corporation stating the number of shares of
Common Stock to be purchased, the person or persons in whose name the shares are
to be registered and each such person's address and social security number. Such
notice shall not be effective unless accompanied by the full purchase price for
all shares so purchased. The purchase price shall be payable in cash, in
unrestricted shares of common stock held by the Colleague for at least six
months prior to the date of exercise or any combination thereof and shall be
calculated as the number of shares to be purchased times the option exercise
price per share as shown in Section 1 of this Agreement. Payment in currency or
by certified check, cashier's check or postal money order shall be considered
payment in cash. The Corporation shall have the right to require the Colleague
to remit to the Corporation an amount sufficient to satisfy any federal, state
and local withholding tax requirements prior to the delivery of any certificate
for such shares.
5. NONTRANSFERABILITY OF OPTION. This Option shall not be transferable by the
Colleague other than transfers by the Colleague to a member of his or her
Immediate Family or a trust for the benefit of the Colleague or a member of his
or her Immediate Family or transfers by will, and is exercisable during
Colleague's lifetime only by the Colleague. The terms of this Option shall be
binding on the executors, administrators, heirs and successors of the Colleague.
6. TERMINATION OF EMPLOYMENT.
(a) TERMINATION BY DEATH. If the Colleague's employment by the
Corporation terminates by reason of death, this Option may thereafter be
exercised, to the extent the Option was exercisable at the time of death, by the
legal representative of the estate or by the legatee of the Colleague under the
will of the Colleague, for a period of twelve (12) months from the date of such
death or until the expiration of the stated term of the Option, whichever period
is the shorter.
(b) TERMINATION BY REASON OF DISABILITY. If the Colleague's employment
by the Corporation terminates by reason of Disability, this Option may
thereafter be exercised by the Colleague, to the extent it was exercisable at
the time of termination, for a period of three (3) years from the date of such
termination of employment or until the expiration of the stated term of the
Option, whichever period is shorter, provided, however, that if the Colleague
dies within such three (3) year period, the Option shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for a
period of twelve (12) months from the date of such death or until the expiration
of the stated term of the Option, whichever period is shorter.
(c) TERMINATION BY REASON OF RETIREMENT. If the Colleague's employment
by the Corporation terminates by reason of Retirement, this Option to the extent
not previously exercisable and vested shall become fully exercisable and vested
and may thereafter be exercised by Colleague until the expiration of the stated
term of this Option, provided, however, that if the Colleague dies within such
period, the Option shall thereafter be exercisable to the extent to which it was
exercisable at the time of death for a period of twelve (12) months from the
date of such death or until the expiration of the stated term of the Option,
whichever period is shorter.
(d) OTHER TERMINATION. If the Colleague's employment by the
Corporation terminates for any reason other than death, Disability or
Retirement, this Option shall thereupon terminate, except that this Option may
be exercised by the Colleague, to the extent otherwise then exercisable, for a
period of three (3) months from the date of such termination of employment or
the expiration of the Option's term, whichever period is the shorter.
7. RESTRICTIONS ON PURCHASE AND SALE OF SHARES. The Corporation shall be
obligated to sell or issue shares pursuant to the exercise of this Option only
in the event that the shares are at that time effectively registered or
otherwise exempt from registration under the Securities Act of 1933, as amended
("xxx 0000 Xxx"). In the event that the shares are not registered under the 1933
Act, the Colleague hereby agrees that, as a further condition to the exercise of
this Option, the
Colleague (or his successor under Section 6 of this Agreement), if the
Corporation so requests, will execute an agreement in form satisfactory to the
Corporation in which the Colleague represents that he or she is purchasing the
shares for investment purposes, and not with a view to resale or distribution.
The Colleague further agrees that if the shares of Common Stock to be issued
upon the exercise of this Option are not subject to an effective registration
statement filed with the Securities and Exchange Commission pursuant to the
requirements of the 1933 Act, such shares shall bear an appropriate restrictive
legend.
8. CHANGE OF CONTROL OR POTENTIAL CHANGE OF CONTROL. In the event of a Change of
Control as such term is defined in the Plan, this Option to the extent not
previously exercisable and vested shall become fully exercisable and vested.
9. ADJUSTMENT. In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure affecting the Common Stock, the number of
shares of Common Stock of the Corporation subject to this Option and the price
per share of such shares may be adjusted by the Corporation as may be determined
by the Compensation Committee of the Corporation's Board of Directors (the
"Committee") pursuant to the Plan.
10. NO RIGHTS UNTIL EXERCISE. The Colleague shall have no rights hereunder as a
shareholder with respect to any shares subject to this Option until the date of
the issuance of a stock certificate to him or her for such shares upon due
exercise of this Option.
11. RESTRICTIVE COVENANTS. It is in the best interest of all Colleagues to
protect and preserve the assets of the Corporation. In this regard, in
consideration for granting this Option and as conditions to Colleague's ability
to exercise this Option, Colleague acknowledges and agrees that:
(a) CONFIDENTIALITY. In the course of Colleague's employment,
Colleague will have access to trade secrets and other confidential information
of the Corporation and its associated partnerships, limited liability companies
and physician partners ("Affiliates"). Accordingly, Colleague agrees that,
without the prior written consent of the Corporation, Colleague will not, other
than in the normal conduct of the Corporation's business affairs, divulge,
furnish, publish or use for personal benefit or for the direct or indirect
benefit of any other person or business entity, whether or not for monetary
gain, any trade secrets or confidential or proprietary information of the
Corporation or its Affiliates, including without limitation, any information
relating to any business methods, marketing and business plans, financial data,
systems, customers, suppliers, policies, procedures, techniques or research
developed for the benefit of the Corporation or its Affiliates. Proprietary
information includes, but is not limited to, information developed by the
Colleague for the Corporation while employed by the Corporation. The obligations
of the Colleague under this paragraph will continue without expiration after the
Colleague has left the employment of the Corporation. Colleague agrees that upon
leaving the employment of the Corporation, Colleague will return to the
Corporation all property and confidential information in the Colleague's
possession and agrees not to copy or otherwise record in any way such
information.
(b) NON-SOLICITATION. While employed by the Corporation and for a
period of two (2) years thereafter, Colleague shall not, upon Colleague's own
behalf or on behalf of any other person or entity, directly or indirectly,
(i) hire or solicit to leave the employ of the Corporation any person
employed by or under contract as an independent contractor to the Corporation;
or
(ii) contact, solicit, entice away, or divert any business from any
person or entity who is an Affiliate or with whom the Corporation was engaged in
discussions as a potential Affiliate within one (1) year prior to the date of
termination of Colleague.
In the event Colleague breaches any provisions of this paragraph, this
Option shall immediately terminate and may not be exercised and the Corporation
shall be entitled to seek other appropriate remedies it may have available to
limit its damages from such breach.
12. AMENDMENT. The Committee may amend the terms of this Option, prospectively
or retroactively, but, subject to Section 9 above, no such amendment shall
impair the rights of the Colleague hereunder without the Colleague's consent.
13. NOTICES. All notices required to be given under this Option 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 Corporation:
AmSurg Corp.
00 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
To the Colleague:
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IN WITNESS WHEREOF, the parties have caused the Stock Option Agreement
to be duly executed as of the day and year first above written.
AMSURG CORP.
By:
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Title:
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Colleague:
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Name:
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