2003 CASH INCENTIVE PLAN
The purpose of the AMERIGROUP Corporation 2003 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.
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. "Base Salary" shall mean the base salary paid to a Participant during any Performance Period.
e. "Board" shall mean the Board of Directors of the Company.
f. "Change in Control" shall have the meaning set forth in the AMERIGROUP Corporation 2003 Equity Incentive
g. "Code" shall mean the Internal Revenue Code of 1986, as amended.
h. "Committee" shall mean the Compensation Committee of the Board.
i. "Common Stock" shall mean shares of common stock, par value $0.01 per share, of the Company.
j. "Company" shall mean AMERIGROUP Corporation and its successors.
k. "Covered Employee" shall have the meaning set forth in Section
162(m)(3)of the Code.
1 "Participant" shall mean an officer or other key employee of the Company who is, pursuant to Sect