EX-10.2






AMENDMENT NO. 2 TO

EMPLOYMENT AGREEMENT




THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) by and between AMERIGROUP
CORPORATION, a Delaware corporation (the “Company”) and James G. Carlson (“Executive”) is made as
of August 4, 2009.



WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated as
of January 16, 2008, as amended pursuant to Amendment No. 1 thereto dated November 6, 2008 (as
amended, the “Agreement”);



WHEREAS, the Company adopted a Severance Plan on June 30, 2008, as amended on November 6, 2008
and May 1, 2009 (as amended, the “Severance Plan”) to provide certain benefits upon termination of
employment to the Company’s eligible employees other than the Executive;



WHEREAS, the Company and Executive wish to amend the Agreement as set forth below to provide
Executive with certain benefits related to COBRA assistance and the payment of certain installments
under established Long Term Incentive Plans upon a termination of employment in the same manner
that such benefits are provided to the Company’s other executive officers under the Severance Plan;
and



WHEREAS, the Company and the Executive may amend the Agreement by a signed writing;



NOW, THEREFORE, the Agreement is hereby amended as follows:




	1.	 	The second sentence of Section 4(b)(i)(A) of the Agreement is hereby deleted in its entirety
and replaced with the following sentence:





The “Special Separation Payment” shall be a lump sum amount equal to the sum of (1)
two times (2x) the amount of Executive’s Base Salary rate for the applicable year,
plus (2) two times (2x) the amount of Executive’s annual cash bonus target
(currently the MJO Bonus Annual Target) for the applicable year under the 2007 Cash
Incentive Plan or its successor plus (3) any installments under any existing
Long Term Incentive Plans (as established under the 2007 Cash Incentive Plan or its
successor) for which the Compensation Committee of the Company’s Board of Directors
has approved funding as of the date of termination.




	2.	 	A Section 4(b)(iv) of the Agreement is hereby deleted in its entirety and replaced with the
following:





Except for the COBRA benefits described in this Section 4(b)(iv) and the payments
described in Sections 4(b)(i)(A), 4(b)(ii) or 4(b)(iii), as applicable, Executive
shall not receive or be entitled to any other compensation or benefits from the
Company or any of its affiliates after the termination of Executive’s employment
hereunder, including without limitation any bonus(es) under Section 3. Executive
shall be entitled to maintain coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) for the period required by applicable law and
shall be eligible for any COBRA subsidy applicable to the Company’s executive vice
presidents under the Severance Plan, subject to the terms and conditions of the
Severance Plan as then in effect.




	3.	 	This Amendment shall be governed by, interpreted under and construed in accordance with the
laws of the Commonwealth of Virginia.






	4.	 	Except as modified by this Amendment, the Agreement is hereby confirmed in all respects.





IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date and the
year first written above.




AMERIGROUP CORPORATION,


a Delaware corporation



 



By: Stanley F. Baldwin

Title: Executive Vice President, General Counsel

and Secretary





EXECUTIVE:




JAMES G. CARLSON