8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
November 21, 2006 (November 16, 2006)

AMSURG CORP.

(Exact Name of Registrant as Specified in Charter)

Tennessee
(State or Other Jurisdiction of
Incorporation) 000-22217
(Commission
File Number) 62-1493316
(I.R.S. Employer
Identification No.)

20 Burton Hills Boulevard
Nashville, Tennessee
(Address of Principal Executive Offices)  
37215
(Zip Code)

(615) 665-1283
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry Into a Material Definitive Agreement
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Ex-99.1 First Amendment to Form of Employment Agreement with executive officers
Ex-99.2 First Amendment to Amended and Restated AmSurg Corp. 1997 Stock Incentive Plan
Ex-99.3 First Amendment to the AmSurg Corp. 2006 Stock Incentive Plan

Item 1.01. Entry Into a Material Definitive Agreement

     On November 16, 2006, the Board of Directors of AmSurg Corp. (the “Company”) approved changes to the Company’s compensation arrangements for its non-employee directors. The Board approved payments to each non-employee director of $2,500 for each director education session conducted by the Company that he or she attends in person and $1,000 for each director education session conducted by the Company that he or she attends via telephone. In addition, the Board determined that directors will be compensated for attending meetings of the Board of Directors and committees of the Board only if the duration of those meetings exceeds one hour.

      The Board of Directors of the Company also approved a First Amendment to Employment Agreement to be entered into by the Company and each of Claire M. Gulmi, David L. Manning, Frank J. Coll and Royce D. Harrell. The amendment clarifies the circumstances under which the executive is entitled to receive payment following his or her disability, and provides that severance payments and benefits payable to the executive pursuant to the employment agreement may be delayed so that executive may avoid additional taxes and penalties under Section 409A of the Internal Revenue Code of 1986, as amended. The Form of the First Amendment to Employment Agreement is attached hereto as Exhibit 99.1.

     On November 16, 2006, the Board of Directors of the Company approved a First Amendment to the Amended and Restated AmSurg Corp. 1997 Stock Incentive Plan to revise the provisions of the plan regarding adjustments to the shares subject to awards granted under the plan in connection with a recapitalization or other similar event. The First Amendment to the Amended and Restated AmSurg Corp. 1997 Stock Incentive Plan is attached hereto as Exhibit 99.2.

     The Board of Directors of the Company also approved a First Amendment to the AmSurg Corp. 2006 Stock Incentive Plan to revise the provisions of the plan regarding adjustments to the shares subject to awards granted under the plan in connection with a recapitalization or other similar event and to provide that, prior to approval by the Board of Directors of the Company, any discretionary awards to non-employee directors pursuant to the plan must be approved by the Compensation Committee of the Company’s Board of Directors. The First Amendment to the AmSurg Corp. 2006 Stock Incentive Plan is attached hereto as Exhibit 99.3.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibit 99.1	—	First Amendment to Form of Employment Agreement with executive officers
	Exhibit 99.2	—	First Amendment to Amended and Restated AmSurg Corp. 1997 Stock Incentive Plan
	Exhibit 99.3	—	First Amendment to the AmSurg Corp. 2006 Stock Incentive Plan

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Claire M. Gulmi
	Senior Vice President, Chief Financial Officer and Secretary

Date: November 21, 2006

INDEX TO EXHIBITS

Exhibit
Number		Description
	99.1	First Amendment to Form of Employment Agreement with executive officers
	99.2	First Amendment to Amended and Restated AmSurg Corp. 1997 Stock Incentive Plan
	99.3	First Amendment to the AmSurg Corp. 2006 Stock Incentive Plan

EX-99.1

Exhibit 99.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Agreement”), entered into this ___ day of ___, 2006, by and between AmSurg Corp., a Tennessee corporation with its principal place of business at 20 Burton Hills Boulevard, Nashville, Tennessee 37215 (“Company”), and ___ (“Officer”).

     WHEREAS, the Company and Officer are parties to that certain Employment Agreement, dated ___ (the “Employment Agreement”), pursuant to which Officer serves as the ___ 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 following shall be appended to Section 6 of the Employment Agreement:

“Notwithstanding the foregoing, Executive will be entitled to a payment under this paragraph 6 only (A) upon Executive’s separation from service with the Company, or (B) if Executive, prior to an actual separation from service, (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.”

     2. 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 to this agreement within six months of the date of termination would cause Officer to incur any additional tax or 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”). In addition, if and to the extent required to prevent a violation of Section 409A of the Code, the Officer will pay the entire cost of any health insurance benefits provided under this Section 8 of this Agreement for the first six (6) months after the effective date of the termination, and the Company will reimburse the Executive for the Company’s share of such costs as provided in this Agreement on the six-month anniversary of the Executive’s “separation from service” as defined in Section 409A of the Code. 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.

AMSURG CORP.
By:
	Name:
	Title:

EX-99.2

Exhibit 99.2

FIRST AMENDMENT TO THE
AMENDED AND RESTATED AMSURG CORP.
1997 STOCK INCENTIVE PLAN

     WHEREAS, AmSurg Corp. (the “Corporation”) maintains the Amended and Restated AmSurg Corp. 1997 Stock Incentive Plan (the “Plan”); and

     WHEREAS, pursuant to Section 11 of the Plan, the Board of Directors of the Corporation (the “Board”) may amend the Plan; and

     WHEREAS, the Board desires to amend the Plan to revise the provisions in Section 3(c) of the Plan regarding adjustments in connection with a recapitalization (or other similar event) to the shares granted thereunder.

     NOW, THEREFORE, effective as of the date hereof, the Board hereby amends the Plan as follows:

     1. Section 3(c) of the Plan is amended to read as follows:

(c) 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 Committee shall make an equitable and proportionate substitution or adjustment in the maximum number of shares that may be awarded under the Plan, in the number and option price of shares subject to outstanding Options granted under the Plan, in the number of shares underlying grants of Restricted Stock and Outside Director Restricted Stock, the Section 162(m) Maximum and in the number of shares subject to other outstanding awards granted under the Plan, provided that the number of shares subject to any award shall always be a whole number. The adjusted option price shall also be used to determine the amount payable by the Corporation upon the exercise of any Stock Appreciation Right associated with any Stock Option.

     The Board has approved this amendment by resolutions dated November 16, 2006.

EX-99.3

Exhibit 99.3

FIRST AMENDMENT TO THE
AMSURG CORP. 2006 STOCK INCENTIVE PLAN

     WHEREAS, AmSurg Corp. (the “Company”) maintains the AmSurg Corp. 2006 Stock Incentive Plan (the “Plan”); and

     WHEREAS, pursuant to Section 14.1 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan; and

     WHEREAS, the Board desires to amend the Plan (i) to revise the provisions in Sections 4.2 and 14.3 of the Plan regarding adjustments in connection with a recapitalization (or other similar event) to the shares granted thereunder and (ii) to revise the provisions in Section 10.2 of the Plan regarding discretionary awards granted to non-employee directors.

     NOW, THEREFORE, effective as of the date hereof, the Board hereby amends the Plan as follows:

     1. Section 4.2 of the Plan is amended to read as follows:

     4.2 Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares, then the Committee shall in an equitable and proportionate manner (and, with respect to Incentive Stock Options, in such equitable and proportionate manner as is consistent with Section 422 of the Code and the regulations promulgated thereunder and with respect to Awards to Covered Officers, in such equitable and proportionate manner as is consistent with Section 162(m) of the Code): (i) adjust any or all of (1) the aggregate number of Shares or other securities of the Company or its successor (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan; (2) the number of Shares or other securities of the Company or its successor (or number and kind of other securities or property) subject to outstanding Awards under the Plan, provided that the number of Shares subject to any Award shall always be a whole number; (3) the grant or exercise price with respect to any Award under the Plan; and (4) the limits on the number of Shares that may be granted to Participants under the Plan in any calendar year; (ii) subject to Section 13, provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the holder of an outstanding Award.

     2. Section 10.2 of the Plan is amended to read as follows:

     10.2 The Board may also, if recommended to the Board for approval by the Committee, grant Awards to Non-Employee Directors pursuant to the terms of the Plan, including any Award described in Sections 6, 7 and 9 above. With respect to such Awards, all references in the Plan to the Committee shall be deemed references to the Board.

     3. Section 14.3 of the Plan is amended to read as follows:

     14.3 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 hereof) 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 principals in accordance with the Plan.

     The Board has approved this amendment by resolutions dated November 16, 2006.