EXHIBIT 99
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement"), entered
into this 22nd day of November, 2005, by and between AmSurg Corp., a Tennessee
corporation with its principal place of business at 00 Xxxxxx Xxxxx Xxxxxxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000 ("Company"), and Xxx X. XxXxxxxx ("Officer").
WHEREAS, the Company and Officer are parties to that certain Employment
Agreement, dated December 3, 1997 (the "Employment Agreement"), pursuant to
which Officer serves as the President and Chief Executive Officer of the
Company; and
WHEREAS, the Company and Officer desire to enter into this Agreement to
amend certain provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual agreements
contained herein, and other good and valuable consideration, the receipt,
sufficiency and mutuality of which are hereby acknowledged, the Company and
Officer hereby agree as follows.
1. The first paragraph of Section 3 of the Employment Agreement is
hereby amended and restated in its entirety as follows:
TERM. Subject to provisions of termination as hereinafter provided, the
initial term of Officer' s employment under this Agreement shall begin
on December 3, 1997, and shall terminate on December 31, 1998. On each
December 31 thereafter, unless the Company notifies Officer that his
employment under this Agreement will not be extended, his employment
under this Agreement shall automatically be extended for a one (1) year
period on the same terms and conditions as are set forth herein.
2. Section 8(b) of the Employment Agreement is hereby deleted in its
entirety.
3. The following shall be inserted as the last paragraph of Section 8
of the Employment Agreement:
"In the event the receipt of amounts payable pursuant this agreement
within six months of the date of termination would cause Officer to
incur any penalty under Section 409A of the Internal Revenue Code of
1986, as amended, then payment of such amounts shall be delayed until
the date that is six months following Officer's termination date (the
"Earliest Payment Date"). If this provision becomes applicable, it is
anticipated that payments that would have been made prior to the
Earliest Payment Date in the absence of this provision would be paid as
a lump sum on the Earliest Payment Date and the remaining severance
benefits or other payments would be paid according to the schedule
otherwise applicable to the payments."
4. Except as expressly modified by the terms of this Agreement, the
provisions of the Employment Agreement shall continue in full force and effect.
5. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, and all of which, taken together, shall be deemed
to be one and the same instrument.
6. The validity, interpretation and effect of this Agreement shall be
governed exclusively by the laws of the State of Tennessee without regard to the
choice of law principals thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written.
/s/ Xxx X. XxXxxxxx
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Xxx X. XxXxxxxx
AMSURG CORP.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Secretary
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