AMENDED AND RESTATED AMSURG CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN, AS AMENDED

Exhibit 10.14

AMENDED AND RESTATED
AMSURG CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN, AS AMENDED

TABLE OF CONTENTS

AMENDED AND RESTATED
AMSURG CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN, AS AMENDED

ARTICLE I
TITLE AND DEFINITIONS

           1.1 Definitions .

     Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

               (a) “Account” or “Accounts” shall mean all of such accounts as are specifically authorized for inclusion in this Plan.

               (b) “Affiliate” shall mean any corporation which is a member of a controlled group of corporations of which the Company is a member, or any unincorporated trade or business which is under the common control of or with the Company, or any affiliated service group of which the Company is a member, which are required to be aggregated with the Company under section 414(b) or 414(c) of the Code, without substitution of a lower percentage for 80% in applying section 1563(a)(1), (2) and (3) of the Code as permitted in section 1.409A-1(h)(3) of the Regulations.

               (c) “Base Salary” shall mean a Participant’s annual base salary, excluding bonus, commissions, incentive and all other remuneration for services rendered to Company and prior to reduction for any salary contributions to a plan established pursuant to section 125 of the Code or qualified pursuant to section 401(k) of the Code.

               (d) “Beneficiary” or “Beneficiaries” shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant’s death. No Beneficiary designation shall become effective until it is filed with the Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Committee with or without the consent of the previous Beneficiary. No designation of a Beneficiary other than the Participant’s spouse shall be valid unless consented to in writing by such spouse. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within 90 days after the Participant’s death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the

Plan to a minor, payment shall not be made to the minor, but instead be paid (a) to that person’s living parent(s) to act as custodian, (b) if that person’s parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by Company pursuant to any unrevoked Beneficiary designation, or to the Participant’s estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of Company.

               (e) “Board of Directors” or “Board” shall mean the Board of Directors of Company.

               (f) “Bonuses” shall mean the bonuses earned as of the last day of the Plan Year, provided a Participant is in the employ of the Company on the last day of the Plan Year.

               (g) “Change in Control” shall mean the first to occur of any of the following events:

                    (1) Any one person or group (as described in Regulations promulgated under Section 409A) acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; or

                    (2) Notwithstanding that the Company has not undergone a Change in Control as described in Section 1.1(g)(1), a Change in Control of the Company occurs on the date that either:

               (A) Any one person or more than one person acting as a group (as described in Regulations promulgated under Section 409A), acquires or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons, ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or

               (B) A majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election; or

                    (3) Any one person or group (as described in Regulations promulgated under Section 409A) acquires or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons assets from the Company that have a total

gross fair market value equal to or more than forty percent (40%) of all the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

     In determining whether a Change in Control has occurred, the following rules shall be applicable:

                    (I) For purposes of a change in ownership described in Section 1.1(g)(1) above, if any one person or more than one person acting as a proxy is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation as described in Section 1.1(g)(2)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock. Section 1.1(g)(1) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes of Section 1.1(g)(1), persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of a public offering. Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

                    (II) For purposes of a change in effective control of a corporation described in Section 1.1(g)(2) above, if one person, or more than one person acting as a group, is considered to effectively control a corporation within the meaning of Section 1.1(g)(2), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation within the meaning of Section 1.1(g)(2) or to cause a change in the ownership of the corporation within the meaning of Section 1.1(g)(1). Persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in clause (I) above and as specifically provided in section 1.409A-3(i)(5)(vi)(D) of the Regulations under Section 409A.

                    (III) For purposes of a change in the ownership of a substantial portion of a corporation’s assets described in Section 1.1(g)(3) above, there is not

a Change in Control event when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in immediately preceding sub-clause (iii) of this clause (III). For purposes of the foregoing, and except as otherwise provided, a person’s status is determined immediately after the transfer of assets. Persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in clause (I) above, and as specifically provided in section 1.409A-3(i)(5)(vii)(C) of the Regulations under Section 409A.

                    (IV) Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Regulation section 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the individual who holds the option.

                    (V) Whether a Change in Control has occurred will be determined by the Company in accordance with the rules and definitions set forth in this Section 1.1(g). This determination shall be made in a manner consistent with Section 409A and the Regulations thereunder.

               (h) “Code” shall mean the Internal Revenue Code of 1986, as amended. Whenever a reference is made herein to a specific Code section, such reference shall be deemed to include any successor Code section having the same or a substantially similar purpose.

               (i) “Committee” shall mean the committee appointed by the Board to administer the Plan in accordance with Article VII; provided that, if no committee has been appointed by the Board in accordance with Article VII, the Committee shall be the Compensation Committee of the Board.

               (j) “Company” shall mean AmSurg Corp.

               (k) “Company Contribution Account” shall mean the bookkeeping account maintained by the Company for each Participant that is credited with an amount equal to the Company Discretionary Contribution Amount, if any, and earnings and losses on such amounts pursuant to Section 4.2.

               (l) “Company Discretionary Contribution Amount” with respect to a Participant shall mean such amount, if any, contributed by the Company, on a purely discretionary basis, under the Plan for the benefit of Participant for a Plan Year. Such amount may differ from Participant to Participant both in amount, if any, and as a percentage of Compensation.

               (m) “Compensation” shall be base salary, bonus, and commissions.

               (n) “Deferral Account” shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with amounts equal to (1) the portion of the Participant’s Compensation that he or she elects to defer, and (2) earnings and losses pursuant to Section 4.1.

               (o) “Deferral Election Form” shall mean a form provided by the Committee pursuant to which an Eligible Employee may (i) elect to defer Compensation for a particular Plan Year in accordance with the Plan and (ii) elect an Elected Withdrawal Schedule and/or an Elected Termination Schedule with respect to the Compensation deferred for a particular Plan Year in accordance with the Plan. The form and content of the Deferral Election Form may be revised from time to time consistent with the Plan, by or at the direction of the Company’s chief executive officer, chief financial officer or chief legal officer.

               (p) “Distributable Amount” at any time shall mean the vested balance in the Participant’s Deferral Account and Company Contribution Account at such time.

               (q) “Domestic Relations Order” shall mean a judgment, decree or order (including approval of a property settlement agreement) which is made pursuant to a state domestic relations law, which relates to the provision of child support, alimony payments or marital property rights to a spouse, child or other dependent of a Participant (“Alternate Payee”), and which creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable to a Participant.

               (r) “Early Retirement” shall mean a Participant’s Separation from Service from the Company at a time that the Participant’s age plus years of employment with the Company as of the date of the Separation from Service is equal to or greater than 70.

               (s) “Effective Date” for this Amended and Restated Plan shall mean February 7, 2008.

               (t) “Elected Termination Schedule” shall mean a distribution schedule elected by a Participant, as set forth on the Deferral Election Form for a Plan Year or as otherwise elected by the Participant pursuant to the Plan, which shall govern certain withdrawals in accordance with Section 6.1(a) in the case of a Participant who Retires or Separates from Service due to Long Term Disability. Each Elected Termination Schedule shall satisfy the requirements of Section 6.1(a).

               (u) “Elected Withdrawal Schedule” shall mean a distribution schedule elected by a Participant as set forth on the Deferral Election Form for a Plan Year or as otherwise elected by the Participant pursuant to the Plan, which shall govern certain in-service withdrawals in

accordance with Section 6.1(b). Each Elected Withdrawal Schedule shall satisfy the requirements of Sections 6.1(c) and 6.1(d).

               (v) “Eligible Employee” shall be a select group of management and/or highly compensated employees (within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1)) of AmSurg Corp. or any of its Affiliates, designated by the Committee as eligible to participate under the Plan. The Company shall have the authority to take any and all actions necessary or desirable in order for the Plan to satisfy the requirements set forth in ERISA and the regulations thereunder applicable to plans maintained for employees who are members of a select group of management or highly compensated employees.

               (w) “Fund” or “Funds” shall mean one or more of the deemed investment funds selected by the Committee pursuant to Section 3.2(b).

               (x) “Identification Date” shall mean the date determined by the Committee in accordance with section 1.409A-1(i)(3) of the Regulations which is the last day of the 12-month period for determination of Key Employees. Unless otherwise designated, the Identification Date shall be December 31.

               (y) “Initial Election Period” shall mean the 30-day period following the time the Company designates an employee as an Eligible Employee; provided, however, if a designated Eligible Employee participates in any other nonqualified deferred compensation plan maintained by the Company that must be aggregated with this Plan under Section 409A, then the Eligible Employee must wait until the next Plan Year to begin to participate in this Plan.

               (z) “Interest Rate” shall mean, for each Fund, an amount equal to the net gain or loss on the assets of such Fund during each business day or other period, expressed as a percentage of the balance of the Fund at the beginning of each business day or other period.

               (aa) “Key Employee” shall mean a “key employee” of the Company as described in section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to section 416(i)(5) of the Code) (generally, an officer having annual compensation of more than $150,000 (in 2008), as adjusted; a 5% owner; or a 1% owner having annual compensation of more than $150,000), determined at any time during the 12-month period ending on the Identification Date. A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for the twelve month period beginning on January 1 (or such other date designated in accordance with Section 6.4) immediately following such Identification Date. For purposes hereof, the term “officer” shall be determined on the basis of all facts, including the source of his authority, the term for which elected or appointed, and the nature and extent of his duties. Generally, the term “officer” means an administrative executive who is in regular and continued service. An employee who merely has the title of an officer, but not the authority of an officer, is not to be considered an officer hereunder. Similarly, an employee who does not have the title of an officer but has the authority of an officer is an officer for this purpose. Furthermore, for purposes hereof, during any 12-month period following an Identification Date, no more than fifty (50) employees of all members of the controlled group consisting of the Company and all Affiliates, or if less, the greater of three (3) individuals or ten percent (10%) of such employees of all members of such controlled group, shall be treated as officers hereunder.

               (bb) “Long Term Disability” shall mean a physical or mental condition of a Participant resulting in:

                    (1) evidence that the Participant is deemed by the Social Security Administration to be eligible to receive a disability benefit, or

                    (2) evidence that the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees.

               (cc) “Normal Retirement” shall mean a Participant’s Separation from Service from the Company or any of its Affiliates on or after such Participant’s 65 ^th birthday.

               (dd) “Open Enrollment Period” shall mean the December 1 through December 31 immediately preceding each Plan Year.

               (ee) “Participant” shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

               (ff) “Payment Date” shall mean (i) with respect to distributions pursuant to an Elected Withdrawal Schedule previously elected by a Participant for a particular Plan Year, the last regularly scheduled pay day during February of the calendar year previously elected by the Participant in the relevant Deferral Election Form regarding such Plan Year, and (ii) with respect to distributions upon a Separation from Service or Retirement of a Participant, the last regularly scheduled pay day during February of the calendar year beginning after the Participant’s Separation from Service or Retirement. All initial first year installments, or Distributable Amounts, paid as a result of an Elected Withdrawal Schedule, Separation from Service, and/or Retirement, will be determined based upon the prior year’s December 31st vested Account balances. Subsequent year’s installments will be fixed at this same amount with only the final installment changing to equal the value of the vested Account balance on the preceding December 31st.

               (gg) “Plan” shall mean this Amended and Restated AmSurg Corp. Supplemental Executive Retirement Savings Plan.

               (hh) “Plan Year” shall mean January 1 to December 31.

               (ii) “Regulations” shall mean the regulations promulgated by the Treasury Department under the Code.

               (jj) “Retirement” or “Retires” shall mean a Participant’s Separation from Service upon Normal Retirement or Early Retirement.

               (kk) “Section 409A” shall mean section 409A of the Code, related Regulations and guidance thereunder, including such Regulations and guidance promulgated after the Effective Date of the Plan.

               (ll) “Separation from Service” or “Separates from Service” shall mean for any Participant the occurrence of any one of the following events:

                    For purposes of determining whether a Separation from Service has occurred, the term “Company” shall include any “Affiliate”, and no Separation from Service shall be deemed to have occurred if the Participant remains employed by any Affiliate.

                    A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period during which the Participant’s right to reemployment is provided by statute or contract. If the period of leave exceeds six months and the Participant’s right to reemployment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted for the six month period.

                    Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services to the Company if the employee has been providing services to the Company for less than 36 months).

                    If a Participant provides services both as an employee and as a member of the Board, the services provided as a director are not taken into account in determining whether the Participant has incurred a Separation from Service as an employee for purposes of this Plan, unless this Plan is aggregated under Section 409A with any plan in which the Participant participates as a director.

                    All determinations of whether a Separation from Service has occurred will be made in a manner consistent with Section 409A and the Regulations thereunder.

               (mm) “Unforeseeable Emergency Distribution” shall mean a distribution due to a severe financial hardship to the Participant resulting from an illness or accident of the Participant or of his or her spouse, his or her Beneficiary, or his or her dependent (as defined in Section 152 of the Code without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of a Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforeseeable emergency will depend upon the relevant facts and circumstances of each case, but, in any case, an Unforeseeable Emergency Distribution may not be made to the extent that such unforeseeable emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

ARTICLE II
PARTICIPATION

           2.1 Requirements for Participation . An Eligible Employee shall become a Participant in the Plan by (i) timely completing and submitting a Deferral Election Form for a Plan Year in accordance with Section 3.1(a), and all other relevant and appropriate forms as required by the Committee, and (ii) completing any medical questionnaire required pursuant to Section 8.2.

ARTICLE III
DEFERRAL ELECTIONS

           3.1 Elections to Defer Compensation .

               (a)  Initial Election Period . Subject to the provisions of Article II, each Eligible Employee may elect to defer a percentage of Compensation by filing with the Committee a signed and completed election that conforms to the requirements of this Section 3.1, on a Deferral Election Form, no later than the last day of the Open Enrollment Period prior to each Plan Year, or in the case of a newly designated Eligible Employee, on the last day of his or her Initial Election Period subject to the limita