Long-Term Incentive Plan

On February 23, 2017, the Compensation Committee (the Committee) of
the Board of Directors (the Board) of Envision Healthcare
Corporation (the Company) approved a long-term incentive plan (the
“Long-Term Incentive Plan”) that will provide annual equity
awards to certain of the Companys key employees, including the
Companys named executive officers, under the Envision Healthcare
Holdings, Inc. 2013 Omnibus Incentive Plan (the 2013 Omnibus Plan)
and the Amended and Restated AmSurg Corp. 2014 Equity and Incentive
Plan (the 2014 Equity Plan, and together with the 2013 Omnibus
Plans, the Equity Plans).

A significant portion of each annual award under the Long-Term
Incentive Plan, as it relates to the Companys named executive
officers, will consist of performance share units, on the terms
described below, in order to further align the interests of the
Companys management with its stockholders. Of the annual awards
granted to named executive officers for 2017, 60% of the aggregate
grant date value consists of performance share units and 40% of the
aggregate grant date value consists of restricted share units. For
2017 awards, the total aggregate grant date value of an executives
awards under the program, assuming achievement of targeted
performance, equals a percentage of each executives annual base
salary, with the applicable percentage determined by such
executives responsibilities.

The following table provides additional information regarding the
target award levels and allocation of these awards for the Companys
named executive officers:

In addition to the regular Long Term Incentive Plan awards
described above, the Committee also approved the issuance of a
one-time restricted share unit award to Mr. Coward with a grant
date value of $400,000. This award will vest in equal installments
over a three-year period, subject to his continued employment. In
making its decision, the Committee recognized Mr. Cowards
significant contributions in the growth of the Companys Physician
Services segment, his critical role in integration efforts
following the Companys recent merger of equals, and the retention
benefits of the award.

Performance Share Units

Under the 2017 Long Term Incentive Plan, performance share units
granted to the Companys named executive officers and other key
employees will cliff vest after a specified performance period
based on (i) the Companys total shareholder return compared to the
companies included in the SP Composite 1500 Health Care Index over
the same period (the TSR Goals) and (ii) the Companys Adjusted
Earnings per Share performance on an absolute-basis (the EPS
Goals), subject to the employees continued employment through the
performance period.

For the performance share units granted in 2017, this performance
period will be a three-year period commencing on January 1, 2017
and ending on December 31, 2019. For the Companys named executive
officers, the vesting of performance share units will be 70%
dependent on the Companys achievement of the EPS Goals and 30%
dependent on achievement of the TSR Goals during the performance
period.

The number of shares that will ultimately vest based on achievement
of the TSR Goals will be in the range of 0% to 150% of a target
share number, with 25% of the target number vesting if the Companys
percentile rank is 25%, 50% of the target amount vesting if the
Companys percentage rank is 50%, 125% of the target amount vesting
if the Companys percentile rank is 75%, and 150% of the target
amount vesting if the Companys percentile rank is 75% or more. The
number of shares

that will ultimately vest based on achievement of the EPS Goals
will be in the range of 50% to 150% of a target share number,
based upon the Companys actual Adjusted Earnings per Share
results across four target levels of performance during the
performance period.

Accelerated vesting of the performance share units will occur if,
during a performance period, the executive dies or becomes disabled
(based on actual performance through the date of death or
disability). The performance share units will also fully vest
(based on actual performance at the end of the performance period,
in the case of the Companys named executive officers) upon an
employees qualifying retirement in accordance with the Companys
retirement policies. Also, double-trigger vesting will apply to the
performance share units (i.e., performance share units will vest if
a change in control occurs and the employees employment is
terminated by the Company without cause or by the employee for good
reason during a performance period within a 12-month period
following the change in control), unless the performance share
units are not assumed in the change in control. If the award
recipients employment terminates for any other reason prior to the
end of the performance period, all unvested performance share units
will be forfeited.

This description of the performance share units granted under this
program is qualified in its entirety by reference to the Form of
Performance Share Unit Award Agreement, which is attached as
Exhibit 10.1 and incorporated herein by reference.

Restricted Share Units

Restricted share units granted to our named executive officers and
other key employees under the Long-Term Incentive Plan will vest in
equal installments over a three-year period based on the
employee’s continued employment. Accelerated vesting of the
restricted share units will occur if the employee dies or becomes
disabled. The restricted share units will also vest upon an
employees qualifying retirement in accordance with the Companys
retirement policies. Double-trigger vesting will apply to these
restricted share units (i.e., restricted share units will vest if a
change in control occurs and the employees employment is terminated
by the Company without cause or by the employee for good reason
during a performance period within a 12-month period following the
change in control), unless the restricted share units are not
assumed in the change in control.

This description of the restricted share units granted under this
program is qualified in its entirety by reference to the Form of
Restricted Share Unit Award Agreement, which is attached as Exhibit
10.2 and incorporated herein by reference.

2017 Short-Term Incentive Plan

On February 23, 2017, the Committee also approved the Companys
short-term non-equity incentive plan for 2017 (the Short-Term
Incentive Plan). to the Short-Term Incentive Plan, employees of the
Company, including the Companys named executive officers, are
eligible to receive cash incentive payments based upon the Companys
attainment of certain earnings targets, corporate development
goals, and the achievement of key performance indicators specific
to each executives area of responsibility, over the one-year
performance period. For 2017, Short-Term Incentive Plan awards for
William A. Sanger, the Companys Executive Chairman, will be based
70% on achievement of the Companys Adjusted EBITDA targets for 2017
and 30% on achievement of the Companys corporate development goals.
The 2017 Short-Term Incentive Plan awards for Christopher A.
Holden, the Companys Chief Executive Officer and President, and
Claire M. Gulmi, the Companys Executive Vice President and Chief
Financial Officer, will be based 50% on achievement of the Companys
Adjusted EBITDA targets for 2017, 30% on achievement of the
Companys corporate development goals, and 20% on the achievement of
key performance indicators specific to the executives area of
responsibility. The 2017 Short-Term Incentive Plan awards for
Robert J. Coward, the Companys Executive Vice President and Group
President- Physician Services, and Randel G. Owen, the Companys
Executive Vice President and Group President- Ambulatory Services,
will be based 40% on achievement of segment Adjusted EBITDA targets
over which the executive has primary responsibility (the Physician
Services segment, with respect to Mr. Coward, and the Ambulatory
Surgery and Medical Transportation segments, with respect to Mr.
Owen), 20% on achievement of Adjusted EBITDA targets for the
Company, 20% on achievement of corporate development goals, and 20%
on the achievement of key performance indicators specific to the
executives area of responsibility.

The target and maximum Short-Term Incentive Plan awards that our
named executive officers could receive, as a percentage of their
base salaries, is set forth in the table below.

Amendments to the Equity Plans

On February 24, 2017, the Board approved the First Amendment to
Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (the
2013 Plan Amendment). The 2013 Plan Amendment revises the 2013
Omnibus Plan by (i) eliminating the ability to recycle shares in
certain circumstances, including with respect to settlement of
options and shares withheld for taxes, (ii) imposing a one-year
minimum vesting period for equity awards granted under the 2013
Omnibus Plan and (iii) permitting tax withholding upon vesting of
certain equity awards up to maximum allowable rates. The 2013 Plan
Amendment also amends the definition of Cause and Change in Control
to conform to the definitions set forth in the 2014 Equity Plan.
The Board also approved the First Amendment to Amended and Restated
AmSurg Corp. 2014 Equity and Incentive Plan (the 2014 Plan
Amendment). The 2014 Plan Amendment revises the 2014 Equity Plan by
(i) eliminating the ability to recycle shares in certain
circumstances, including with respect to settlement of options and
shares withheld for taxes, and (ii) imposing a one-year minimum
vesting period for equity awards granted under the 2014 Equity
Plan.

> The foregoing description of the changes effected by the 2013
Plan Amendment and the 2014 Plan Amendment is qualified in its
entirety by the full text of each amendment, which are filed as
Exhibit 10.3 and Exhibit 10.4, respectively, to this current report
on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits: