AMERIGROUP
Corporation
1
2005 Non-Employee
Directors Deferred Compensation PlanTable of Contents
Page
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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
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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
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Article 2 - Participation
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Deferral Election Form
Continuation of Participation
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Article 3 - Deferral Commitments
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Article 4 - Deferral Accounts
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Deferral Accounts
Statements of Account
Vesting of Deferral Accounts
Determining Balance of Deferral Account for Article 5
Payments
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Article 5 - Payment of Benefits
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Election of Time and Form of Payment
Separation from Service Payments
Change of Control
Unforeseeable Emergency Distributions
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Article 6 — Death Benefits
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Article 7 - Conditions Related to
Benefits
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Nonassignability
No Right to Company Assets
Protective Provisions
Withholding
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Article 8 - Administration of the
Plan
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Article 9 - Beneficiary Designation
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Beneficiary Designation
New Beneficiary Designation
Failure to Designate Beneficiary
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Article 10 - Amendment and Termination of
the Plan
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Amendment of the Plan
Termination of the Plan
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Article 11 - Miscellaneous
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11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
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Successors of the Company
Compliance with Code Section 409A
Gender, Singular and Plural
Captions
Validity
Waiver of Breach
Applicable Law
Notice
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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
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1.1
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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.
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1.2
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Beneficiary : shall mean the person or
persons or entity designated as such in accordance with
Article 8 of the Plan.
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1.3
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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.
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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.
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1.6
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Compensation : shall mean a
Director’s retainer fee for services as a Director during a
Deferral Computation Period.
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1.7
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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.
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1.8
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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.
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1.9
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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.
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1.10
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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.
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1.11
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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.
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1.12
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Deferral Contribution Period Benefit:
shall mean the portion of a Participant’s Deferral Account
attributable to his Annual Deferrals during a Deferral Contribution
Period.
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1.13
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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.
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1.14
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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.
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1.15 Director : shall mean a non-employee Director of the
Company.
1.16 ERISA :