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EXHIBIT 10.6
[LETTERHEAD] AMERICAN HEALTHCORP
December 31, 1996
AmSurg Corp.
Suite 000
Xxx Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Dear Sirs:
This letter shall serve as our agreement effective January 1, 1997, by
which AmSurg Corp. ("AmSurg") will pay to American Healthcorp, Inc. ("AHC") an
annual fee of $85,000 for the services provided to AmSurg by Xxxxxx X. Xxxxxxxx
and Xxxxx X. Xxxx. This fee shall be payable in equal monthly payments, in
arrears, on the twentieth (20th) day of the following month. Xx. Xxxxxxxx'x
services shall include general supervision of the business of AmSurg in his
role of the Chief Executive Officer of AmSurg, and such other duties as the
Board of Directors of AmSurg may from time to time prescribe. Xx. Xxxx'x
services shall include consultation and advice regarding the financial,
accounting and administrative aspects of AmSurg's business, and such other
duties as the Board of Directors of AmSurg may from time to time prescribe.
AmSurg shall also reimburse these individuals for direct out-of-pocket expenses
incurred by Xx. Xxxxxxxx and Xx. Xxxx in the performance of their AmSurg
duties. This agreement will terminate upon the earlier of (i) the mutual
agreement of the parties, (ii) the date when the stock of AmSurg begins to
trade as a separate public company, or (iii) December 31, 1997.
This letter shall also serve as our agreement, effective January 1,
1997 by which AHC shall provide AmSurg and AmSurg affiliates with certain
administrative, accounting and financial services with respect to AmSurg's
corporate operations, each ambulatory surgery center, physician practice, and
specialty physician network managed by AmSurg. The cost for these services shall
be a fixed fee of $4,166.67 per month plus $625.00 per month for each
"accounting unit". Each ambulatory surgery center shall count as one accounting
unit while each physician practice and the AmSurg corporate office shall count
as two accounting units. AmSurg and AHC shall mutually agree on the number of
accounting units represented by each specialty physician network. The monthly
accounting unit fee for a surgery center, physician practice or specialty
physician network shall include (1) maintaining the general accounting records
of the partnership or limited liability company ("LLC"), (2) preparing
partnership/LLC financial statements and (3) preparing partnership income tax
returns. It does not include additional outside professional fees needed to
review the tax returns or consultation with outside accounting and tax advisors
on specific issues and questions. The monthly fee for the AmSurg corporate
office shall include (1) processing payroll and accounts payable for the AmSurg
corporate office, (2) maintaining the
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AmSurg Corp.
December 31, 1996
general accounting records for the AmSurg corporate operations, (3) preparing
consolidated AmSurg financial statements and (4) preparing the AmSurg corporate
tax returns. It does not include additional outside professional fees needed to
review the tax returns or for consultation with outside accounting and tax
advisors on specific issues and questions and also does not include the cost of
AmSurg's annual independent audit. The administrative, accounting and financial
services fees shall be payable in equal monthly payments, in arrears, on the
twentieth (20th) day of the following month. This agreement will terminate upon
the earlier of (i) the mutual agreement of the parties, (ii) the date when the
stock of AmSurg begins to trade as a separate public company, or (iii) December
31, 1997.
Please indicate your agreement to the terms outlined above by executing
this letter in the space provided below.
Sincerely,
AMERICAN HEALTHCORP, INC.
By:
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Title:
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Agreed and accepted this ____
day of January, 1997:
AMSURG CORP.
By:
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Title:
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