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:
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1.
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The second sentence of Section 4(b)(i)(A)
of the Agreement is here
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