EX-10.2






Exhibit 10.2




AMERIGROUP CORPORATION

AMENDED AND RESTATED 2007 CASH INCENTIVE PLAN




(Amended and Restated as of November 6, 2008)




1. Purpose



The purpose of the AMERIGROUP Corporation Amended and Restated 2007 Cash Incentive Plan is to
reinforce corporate, organizational and business-development goals; to promote the achievement of
year-to-year and long-range financial and other business objectives; and to reward the performance
of individual officers and other key employees in fulfilling their personal responsibilities for
long-range achievements.



2. Definitions



The following terms, as used herein, shall have the following meanings:



a. “Affiliate” shall mean any entity, whether now or hereafter existing, that controls, is
controlled by, or is under common control with, the Company (including, but not limited to, joint
ventures, limited liability companies, and partnerships). For this purpose, “control” shall mean
ownership of 50% or more of the voting power of the entity.



b. “Award” shall mean an annual incentive compensation award, granted pursuant to the Plan,
which is contingent upon the attainment of Performance Goals with respect to a Performance Period.



c. “Award Agreement” shall mean any written agreement, contract, or other instrument or
document between the Company and a Participant evidencing an Award.



d. “Board” shall mean the Board of Directors of the Company.



e. “Change in Control” shall have the meaning set forth in the AMERIGROUP Corporation 2005
Equity Incentive Plan (the “2005 Equity Incentive Plan”), as amended from time to time, except that
for purposes of this Plan, any reference to an “Award” under the 2005 Equity Incentive Plan shall
be deemed to refer to an Award under this Plan.



f. “Code” shall mean the Internal Revenue Code of 1986, as amended.



g. “Committee” shall mean a committee designated by the Board consisting of two or more
persons, each of whom shall be an “outside director” within the meaning of Section 162(m) of the
Code or, in the absence of such a designation, the Compensation Committee of the Board.



h. “Common Stock” shall mean shares of common stock, par value $0.01 per share, of the
Company.



i. “Company” shall mean AMERIGROUP Corporation and its successors.



j. “Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.



k. “Determination Date” shall mean, as to a Performance Period, the 90th day of the
Performance Period.



l. “Negative Discretion” shall mean discretion exercised by the Committee to cancel or reduce
the amount of payment under an Award; provided that the exercise of such discretion shall not cause
the affected Award to fail to qualify as “performance-based compensation” under Section 162(m) of
the Code.



m. “Participant” shall mean an officer or other key employee of the Company who is, pursuant
to Section 4 of the Plan, selected to participate herein.



n. “Performance Goals” shall mean goals determined by the Committee in its sole discretion to
be applicable to a Participant for a Performance Period. Such goals may be based on one or more of
the following criteria: (i) return on total stockholder equity; (ii) earnings per share of Common
Stock; (iii) net income (before or after taxes); (iv) earnings before all or any interest, taxes,
depreciation and/or amortization (“EBIT,” “EBITA,” or “EBITDA”); (v) gross revenue; (vi) return on
assets; (vii) market share; (viii) cost reduction goals; (ix) earnings from continuing operations,
levels of expense, cost or liability; (x) membership goals; (xi) operating cash flows; (xii)
operating margin; (xiii) shareholder return; (xiv) expense management; (xv) return on capital;
(xvi) membership satisfaction; (xvii) new product development; (xviii) new market penetration;
(xix) goals on acquisitions and divestitures; or (xx) economic value added. The Performance Goals
may differ from Participant to Participant and from Award to Award. Where applicable, the
Performance Goals may be expressed in terms of attaining a specified level of the particular
criteria or the attainment of a percentage increase or decrease in the particular criteria, and may
be applied to one or more of the Company, a Subsidiary or Affiliate, or a division or strategic
business unit of the Company, or may be applied to the performance of the Company relative to a
market index, a group of other companies or a combination thereof, all as determined by the
Committee. The Performance Goals may include a threshold level of performance below which no
vesting will occur, levels of performance at which specified vesting will occur, and a maximum
level of performance at which full vesting will occur. Each of the foregoing Performance Goals
shall be determined in accordance with generally accepted accounting principles, as applicable, and
shall be subject to certification by the Committee; provided that the Committee shall have the
authority to make equitable adjustments to the Performance Goals in recognition of unusual or
non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial
statements of the Company or any Subsidiary or Affiliate in response to changes in applicable laws
or regulations, or to account for items of gain, loss or expense determined to be extraordinary or
unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business
or related to a change in accounting principles. For each Performance Period, the Performance
Goals applicable to each Participant shall be set forth in writing on or prior to the applicable
Determination Date.



o. “Performance Period” shall mean, in the sole discretion of the Committee, the Company’s
fiscal year, a period of two consecutive Company fiscal years, or a period of three consecutive
Company fiscal years, which periods may overlap (or, for any individual who becomes a Participant
during the pendency of any such period, the remainder of such period).



p. “Plan” shall mean the AMERIGROUP Corporation 2007 Cash Incentive Plan, as amended from time
to time.



q. “Subsidiary” shall mean any corporation (other than the Company), including any business
entity that is classified as an association pursuant to Treasury Regulation section 301.7701-3 (and
is thus a corporation under Treasury Regulation section 301.7701-2(b)(2)), in an unbroken chain of
corporations beginning with the Company, if each of the corporations (other than the last
corporation) in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.



3. Administration



The Plan shall be administered by the Committee. The Committee shall have the authority in
its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities either specifically granted to
under the Plan or necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and the time or times
at which Awards shall be granted; to determine the terms, conditions, restrictions and performance
criteria, including Performance Goals, relating to any Award; to determine whether, to what extent,
and under what circumstances an Award may be settled, cancelled, forfeited, or surrendered; to make
adjustments in the Performance Goals in recognition of unusual or non-recurring events affecting
the Company or the financial statements of the Company, or in response to changes in applicable
laws, regulations or accounting principles; to construe and interpret the Plan and any Award; to
prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and
provisions of Award Agreements; and to make all other determinations deemed necessary or advisable
for the administration of the Plan.



The Committee may appoint a chairperson and a secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of
its meetings. All determinations of the Committee shall be made by a majority of its members
either present in person or participating by conference telephone at a meeting or by written
consent. The Committee may delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. All decisions, determinations
and interpretations of the Committee shall be final and binding on all persons, including the
Company, the Participant (or any person claiming any rights under the Plan from or through any
Participant) and any shareholder.



No member of the Board or the Committee shall be liable for any action taken or determination
made in good faith with respect to the Plan or any Award granted hereunder.



4. Eligibility



Awards may be granted to officers and other key employees of the Company selected by the
Committee in its sole discretion. For any Performance Period, Participants (other than those who
first become Participants during the pendency of a Performance Period) shall be selected on or
prior to the applicable Determination Date. Subject to Section 5(b) below, in determining the
persons to whom Awards shall be granted and the Performance Goals relating to each Award, the
Committee shall take into account such factors as the Committee shall deem relevant in connection
with accomplishing the purposes of the Plan.



5. Terms of Awards



Awards granted pursuant to the Plan shall be evidenced by an Award Agreement in such form as
the Committee shall from time to time approve.



a. In General The Committee shall specify in writing, on or prior to the
Determination Date with respect to a Performance Period, the Performance Goals applicable to each
Award, the minimum, target and maximum levels (as applicable) to each Performance Goal, and the
amounts payable under attainment of any thresholds within such range. Unless otherwise provided by
the Committee in connection with specified terminations of employment, payment in respect of Awards
shall be made only if and to the extent the Performance Goals with respect to such Performance
Period are attained.



b. Special Provisions Regarding Awards Notwithstanding anything to the contrary
herein, the aggregate payments in respect of Awards to any one Participant shall not exceed
$5,000,000 in any one fiscal year.



c. Time and Form of Payment Unless otherwise determined by the Committee, all
payments in respect of Awards granted under this Plan shall be made, in cash, within a reasonable
period after the end of the Performance Period (but in any event within 21/2 months following the
year in which the Award is no longer subject to a substantial risk of forfeiture). In order to
receive such payment, a Participant must be employed by the Company or one of its Affiliates on the
day such payment is to be made. In addition, in the case of Participants who are Covered
Employees, unless otherwise determined by the Committee, such payments shall be made only after
achievement of the Performance Goals has been certified by the Committee.



d. Negative Discretion Notwithstanding anything to the contrary herein, in determining
the amount of payment under an Award in respect of a Performance Period, the Committee may cancel
an Award or reduce the amount payable under an Award that was otherwise earned during Performance
Period through the use of Negative Discretion if, in its sole judgment, such cancellation or
reduction is appropriate. In no event shall any discretionary authority granted to the Committee
by the Plan including, but not limited to, Negative Discretion, be used to (i) grant or provide
payment in respect of Awards for a Performance Period if the Performance Goals for such Performance
Period have not been attained or (b) increase an Award above the maximum amount payable under
Section 5(b) of the Plan.



6. General Provisions



a. Compliance With Legal Requirements The Plan and the granting and payment of
Awards, and the other obligations of the Company under the Plan and any Award Agreement or other
agreement shall be subject to all applicable federal and state laws, rules and regulations, and to
such approvals by any regulatory or governmental agency as may be required.



b. Nontransferability Awards shall not be transferable by a Participant except by
will or the laws of descent and distribution.



c. No Right to Continued Employment Nothing in the Plan or in any Award granted or
any Award Agreement or other agreement entered into pursuant hereto shall confer upon any
Participant the right to continue in the employ of the Company or to be entitled to any
remuneration or benefits not set forth in the Plan or such Award Agreement or other agreement or to
interfere with or limit in any way the right of the Company to terminate such Participant’s
employment.



d. Withholding Taxes The Company shall have the right to withhold the amount of any
taxes that the Company may be required to withhold before delivery of payment of an Award to the
Participant or other person entitled to such payment, or to make such other arrangements for the
withholding of taxes that the Company deems satisfactory



e. Amendment, Termination and Duration of the Plan The Board or the Committee may at
any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part;
provided that no amendment that requires shareholder approval in order the for the Plan to continue
to comply with Code Section 162(m) shall be effective unless the same shall be approved by the
requisite vote of the shareholders of the Company. Notwithstanding the foregoing, no amendment
shall affect adversely any of the rights of any Participant, without such Participant’s consent,
under any Award theretofore granted under the Plan.



f. Participant Rights No Participant shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment among Participants.



g. Unfunded Status of Awards The Plan is intended to constitute an “unfunded” plan
for incentive compensation.



h. Successor to the Company Unless otherwise agreed by the Company in an applicable
agreement, any successor to the Company shall be required to (i) expressly assume the Company’s
obligations under the Plan in connection with a Change in Control, and (ii) honor the Company’s
obligations under the Plan and any Award granted thereunder, without adverse alteration to the
rights of any Participant, with respect to the Performance Period during which such Change in
Control occurs.



i. Governing Law The Plan and all determinations made and actions taken pursuant
hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict
of laws principles thereof.



j. Beneficiary A Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or
revoke such designation. If no designated beneficiary survives the Participant, the executor or
administrator of the Participant’s estate shall be deemed to be the grantee’s beneficiary.



k. Interpretation The Plan is designed and intended to comply, to the extent
applicable, with Section 162(m) of the Code, and all provisions hereof shall be construed in a
manner to so comply.



l. Effect on Other Plans The adoption of the Plan shall not affect any other equity or
other compensation or incentive plan in effect for the Company, a Subsidiary or an Affiliate, and
the Plan shall not preclude the Board or Committee from establishing other forms of incentive
compensation.



m. Effective Date The Plan was originally effective as of January 1, 2007, and as
amended and restated herein is effective as of November 6, 2008.