RESTRICTED SHARE AWARD AGREEMENT
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into
as of the 21 st day of February, 2008 (the “Grant Date”), between AmSurg Corp., a Tennessee corporation,
together with its subsidiaries (the “Company”), and Ken P. McDonald (the “Grantee”), under the Company’s
2006 Stock Inventive Plan, as amended (the “Plan”). Capitalized terms not otherwise defined herein shall have
the meaning ascribed to such terms in the Plan.
WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the
Company’s common stock, no par value per share (the “Common Stock”); and
WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has granted an
award of restricted shares to the Grantee as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Grant of Restricted Shares .
(a) The Company hereby grants to the Grantee an award (the “Award”) of 23,697 shares of Common
Stock (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.
(b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to the date on
which the restrictions shall lapse in accordance with Sections 2 and 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 Period” for the Restricted Shares granted herein shall expire on the
third anniversary of the date hereof.
(b) The Grantee shall have all rights of a stockholder with respect to the Restr