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AMERIGROUP Corporation

1

2005 Non-Employee Directors Deferred Compensation PlanTable of Contents

Page

 

 

 

Article 1 — Definitions
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22

 


Annual Deferral
Beneficiary
Change of Control
Code
Company
Compensation
Continuous Service
Crediting Rate
Deferral Account
Deferral Commitment
Deferral Contribution Period
Deferral Contribution Period Benefit
Deferral Election Form
Deferred Compensation Committee
Director
ERISA
Participant
Plan
Plan Year
Separation from Service
Unforeseeable Emergency
Valuation Date

 

 

 

 

Article 2 - Participation

 

 

 

2.1
2.2

 

Deferral Election Form
Continuation of Participation

 

 

 

 

Article 3 - Deferral Commitments

 

 

 

Article 4 - Deferral Accounts

 

 

 

4.1
4.2
4.3
4.4

 

Deferral Accounts
Statements of Account
Vesting of Deferral Accounts
Determining Balance of Deferral Account for Article 5 Payments

 

 

 

 

Article 5 - Payment of Benefits

 

 

 

5.1
5.2
5.3
5.4

 

Election of Time and Form of Payment
Separation from Service Payments
Change of Control
Unforeseeable Emergency Distributions

 

 

 

 

Article 6 — Death Benefits

 

 

 

 

 

Article 7 - Conditions Related to Benefits

 

 

 

7.1
7.2
7.3
7.4

 

Nonassignability
No Right to Company Assets
Protective Provisions
Withholding

 

 

 

 

Article 8 - Administration of the Plan

 

 

 

Article 9 - Beneficiary Designation

 

 

 

9.1
9.2
9.3

 

Beneficiary Designation
New Beneficiary Designation
Failure to Designate Beneficiary

 

 

 

 

Article 10 - Amendment and Termination of the Plan

 

 

 

10.1
10.2

 

Amendment of the Plan
Termination of the Plan

 

 

 

 

Article 11 - Miscellaneous

 

 

 

11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8

 

Successors of the Company
Compliance with Code Section 409A
Gender, Singular and Plural
Captions
Validity
Waiver of Breach
Applicable Law
Notice

2

AMERIGROUP Corporation
2005 Non-Employee Directors Deferred Compensation Plan

AMERIGROUP Corporation, a Delaware corporation (the “Company”) hereby establishes the 2005 Non-Employee Directors Deferred Compensation Plan (the “Plan”), effective January 1, 2005 to provide non-employee Directors of the Company with flexibility in timing the receipt of Board of Directors service fees and to assist the Company in attracting and retaining qualified individuals to serve as Directors.

ARTICLE 1 — Definitions

 

1.1

 

Annual Deferral : shall mean the amount of Compensation which the Participant elects to defer under the Deferral Commitment pursuant to Article 3 of the Plan.

 

 

1.2

 

Beneficiary : shall mean the person or persons or entity designated as such in accordance with Article 8 of the Plan.

 

 

1.3

 

Change of Control : shall mean the cessation for any reason of the following individuals to constitute a majority of the number of directors then serving: individuals who, on January 1, 2005 constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on January 1, 2005 or whose appointment, election or nomination for election was previously so approved or recommended.

1.4 Code : shall mean the Internal Revenue Code of 1986, as amended.

1.5 Company : shall mean AMERIGROUP Corporation and any successor(s) in interest.

 

1.6

 

Compensation : shall mean a Director’s retainer fee for services as a Director during a Deferral Computation Period.

 

 

1.7

 

Continuous Service : shall mean the uninterrupted continuous employment of a Participant with the Employer during the period from the Participant’s last date of hire by the Employer.

 

 

1.8

 

Crediting Rate : shall mean certain investment alternatives designated by the Deferred Compensation Committee from time to time for determining adjustments of amounts credited to the Deferral Accounts of Participants. The Deferred Compensation Committee, in its sole discretion, will establish administrative rules for applying the Crediting Rate.

 

 

1.9

 

Deferral Account : shall mean the bookkeeping device used by the Company to measure and determine the amounts to be paid to a Participant under the Plan.

 

 

1.10

 

Deferral Commitment : shall mean a commitment made by a Participant to defer compensation during a Deferral Contribution Period pursuant to Articles 2 and 3 of the Plan for which a Deferral Election Form has been submitted by the Participant.

 

 

1.11

 

Deferral Contribution Period : shall mean the period of one (1) Plan Year over which the Participant has elected to defer Compensation pursuant to Article 3 of the Plan.

 

 

1.12

 

Deferral Contribution Period Benefit: shall mean the portion of a Participant’s Deferral Account attributable to his Annual Deferrals during a Deferral Contribution Period.

 

 

1.13

 

Deferral Election Form : shall mean a written agreement between the Company and the Participant, entered into pursuant to paragraph 2.1 of the Plan, by which the Participant elects to participate in the Plan and make a Deferral Commitment.

 

 

1.14

 

Deferred Compensation Committee : shall mean Management’s Benefits and Compensation Committee, appointed by the Company to administer the Plan pursuant to Article 8 of the Plan.

1.15 Director : shall mean a non-employee Director of the Company.

1.16 ERISA :


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