Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
AMSG > SEC Filings for AMSG > Form 8-K on 4-Feb-2014All Recent SEC Filings

Show all filings for AMSURG CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMSURG CORP


4-Feb-2014

Entry into a Material Definitive Agreement, Change in Directors or Principal Officers


Item 1.01. Entry into a Material Definitive Agreement.

Director Indemnification Agreements

Effective January 30, 2014, each of the current directors of AmSurg Corp., a Tennessee corporation (the "Company") entered into an Indemnification Agreement (the "Indemnification Agreement") with the Company. The Indemnification Agreement provides that the Company will indemnify the director (the "Indemnitee") against all expenses (as defined in the Indemnification Agreement), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee and arising out of the Indemnitee's service as a director to the fullest extent permitted by the Company's charter, bylaws and the Tennessee Business Corporation Act or other applicable law and to any greater extent that applicable law may in the future permit. The Indemnification Agreement further provides procedures for the determination of an Indemnitee's right to receive indemnification and the advancement of expenses.

The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the text of the Indemnification Agreement, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreements

Effective January 30, 2014, the Company entered into amended and restated employment agreements with each of Claire M. Gulmi, the Company's Executive Vice President and Chief Financial Officer, David L. Manning, the Company's Executive Vice President and Chief Development Officer, Phillip A. Clendenin, the Company's Executive Vice President - Operations and Kevin D. Eastridge, the Company's Senior Vice President, Finance and Chief Accounting Officer. The employment agreements provide for a minimum base salary and have an initial term expiring December 31, 2014. The employment agreements may be extended thereafter for one-year terms on each December 31 during the term of the Agreement. The employment agreements provide that if the Company elects not to extend the executive's employment, the executive will be considered to have been terminated without cause.

In the event the executive's employment with the Company is terminated as a result of his or her disability, the executive is entitled to receive a pro rata portion of his or her annual bonus, his or her base salary and benefits for a period of 12 months, and thereafter shall receive benefits in accordance with Company policy as in effect from time to time. Additionally, the employment agreements provide for acceleration of all time-based equity awards held by the executive at the time of his or her termination due to disability.

In the event the executive's employment with the Company is terminated by the Company for "cause" (as defined in the employment agreements), the Company shall have no further obligations under the employment agreements.


In the event the Company terminates the executive's employment with the Company without cause or the executive terminates his or her employment with the Company for "good reason" (as defined in the employment agreements), the executive is entitled to receive a severance payment equal to two times his or her base salary, two times his or her target annual bonus, a pro rata portion of his or her annual bonus and shall continue to be covered by the Company's health and life insurance plans for a period of two years. Additionally, the employment agreements provide for the acceleration of all time-based equity awards held by the executive at the time of his or termination without cause or for good reason, unless his or her employment is terminated without cause following the failure of the Company to achieve at least 85% of the budgeted level of earnings from continuing operations before income taxes during any two years during the consecutive three fiscal year period prior to termination.

In the event the Company terminates the executive without cause or the executive terminates his or her employment with the Company for good reason within 12 months following a "change of control" (as defined in the employment agreements) of the Company, the executive is entitled to receive a severance payment equal to two times his or her base salary, two times his or her target annual bonus, a pro rata portion of his or her annual bonus and shall continue to be covered by the Company's health and life insurance plans for a period of two years.

The employment agreements contain restrictive covenants pursuant to which the executives have agreed not to compete with the Company during the two years following the date of termination of his or her employment with the Company. This summary of the employment agreements are qualified in their entirety by reference to the text of the employment agreements, which are included as Exhibits 10.2, 10.3, 10.4 and 10.5 hereto and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

10.1    Form of Indemnification Agreement

10.2    Third Amended and Restated Employment Agreement between the Company and
        Claire M. Gulmi

10.3    Third Amended and Restated Employment Agreement between the Company and
        David L. Manning

10.4    Amended and Restated Employment Agreement between the Company and Phillip
        A. Clendenin

10.5    Amended and Restated Employment Agreement between the Company and Kevin D.
        Eastridge


  Add AMSG to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for AMSG - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.