AMENDED AND RESTATED CHANGE IN CONTROL BENEFIT POLICY
Section 1. Purpose of Policy.
The name of this policy is the AMERIGROUP Corporation Amended and Restated Change in Control
Benefit Policy (the “Policy”). The purposes of the Policy are as follows: (1) to reinforce and encourage the
continued attention and dedication of members of the Company’s management to their assigned duties without
the distraction arising from the possibility of a change in control of the Company; (2) to enable and encourage the
Company’s management to focus their attention on obtaining the best possible transaction for the Company’s
stockholders and to make an independent evaluation of all possible transactions, without being diverted by their
personal concerns regarding the possible impact of various transactions on the security of their jobs and benefits;
and (3) to provide severance benefits to certain Participants (as defined below) who incur a termination of
employment under the circumstances described herein within a certain period following a Change in Control (as
Section 2. Definitions.
For purposes of the Policy, the following terms shall be defined as set forth below:
(a) “ Affiliate ” means any corporation or other entity 50% or more of the voting power of the
outstanding voting securities of which is owned by the Company or its Subsidiaries or by any other Affiliate.
(b) “ Award ” means all payments to a Participant under the Policy, including to the extent applicable, the
payment upon a Change in Control under Section 5(a), the Severance Payment under Section 5(b) and the
Gross-Up Payment under Section 5(d).
(c) “ Board ” means the Board of Directors of the Company.
(d) “ Cause ” means, unless a Participant is a party to a written employment agreement with the Company,
Subsidiary or Affiliate which contains a definition of “cause,” “termination for cause,” or any other s