EXHIBIT
4.01
AEGON USA, INC.
2002 LONG-TERM INCENTIVE
COMPENSATION PLAN
TABLE OF CONTENTS
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Page
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PURPOSE OF
PLAN
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Purpose of Plan
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11
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DURATION, AMENDMENTS,
TERMINATION OF PLAN
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Duration, Amendments, Termination of
Plan
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11
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DEFINITIONS
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Added Value
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11
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Award
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11
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Board
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11
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Committee
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11
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Company
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11
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Disability or Disabled
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11
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Participant
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11
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Early Retirement
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11
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Normal Retirement
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11
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Normal Retirement Date
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11
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STIC Earnings
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11
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Subsidiary
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12
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Term
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12
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Termination
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12
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ADMINISTRATION
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Administration
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12
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9
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ELIGIBILITY &
PARTICIPATION
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Eligibility & Participation
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12
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AWARDS
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Vesting of Awards
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12
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Weighting of Awards
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13
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Amount of Awards; Awards to Deceased, Disabled
or Retired Participants
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13
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Awards Payable to Terminated Participants and
Participants Taking Early Retirement
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13
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Form of Payment of Awards
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13
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Normal Time of Payment
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13
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Deferred Time of Payment
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13
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Forfeiture of Right to Future
Payments
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13
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General
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14
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EXTRAORDINARY EVENTS AFFECTING
THE COMPANY
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Extraordinary Events
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14
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MISCELLANEOUS
PROVISIONS
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Non-Transferability
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14
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No Employment Right
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15
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Tax Withholding
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15
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Acceleration
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15
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Government and Other Regulations
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15
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Governing Law
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15
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Relationship to Other Benefits
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15
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Gender
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15
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10
AEGON USA, INC.
2002 LONG-TERM INCENTIVE
COMPENSATION PLAN
I. PURPOSE OF
PLAN
The purpose of the AEGON USA, INC.
Long-Term Incentive Compensation Plan (the “Plan”) is
to attract, retain and reward key employees who contribute to the
continued growth, development and financial success of the Company
and its Subsidiaries.
II. DURATION, AMENDMENTS,
TERMINATION OF THE PLAN
The Plan exists at the complete
discretion of the Board and is intended to be a three-year plan
commencing on January 1, 2002 and ending on December 31,
2004. The Committee may at any time alter, amend, suspend or
terminate this Plan in whole or in part.
In the event of termination, the
Plan shall continue for administrative purposes only after the
effective date of such termination until all matters relating to
payments or administration of the Plan have been
settled.
III.
DEFINITIONS
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3.1
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Added
Value means, for each
division or business unit, the average divisional or business unit
value added on inforce business at an 11% hurdle rate and new
business at specified hurdle rates achieved over the Term of the
Plan calculated in accordance with Schedule A.
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3.2
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Award means the amount to be paid to a participant
under the terms of the Plan.
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3.3
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Board means the Board of Directors of the Company,
excluding, in cases affecting or potentially affecting a particular
individual, that individual.
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3.4
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Committee means the Compensation Committee of the Board,
excluding, in cases affecting or potentially affecting a particular
individual, that individual.
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3.5
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Company means AEGON USA, Inc. or any of its
successors.
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3.6
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Disability or Disabled
means the classification of a
participant by the Committee as totally and permanently disabled
under the long-term disability plan of the Company.
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3.7
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Participant means an employee who has been recommended by
the Chief Executive Officer of the Company and approved by the
Committee to participate in the Plan.
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3.8
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Early
Retirement means the
retirement of an employee under a retirement or pension plan
maintained by the Company prior to the employee’s Normal
Retirement Date under such plan.
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3.9
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Normal
Retirement or Retired means the retirement of an employee under a
retirement or pension plan of the Company on or after such
employee’s Normal Retirement Date.
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3.10
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Normal Retirement Date
means, with respect to each
retirement or pension plan maintained by the Company, the normal
retirement date as described in such plan.
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3.11
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STIC
Earnings means the
average AEGON USA, Inc. net earnings calculated in accordance with
the AEGON USA, Inc. Short Term Incentive Compensation (STIC) Plans
over the Term of the Plan calculated in accordance with
Schedule A.
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11
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3.12
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Subsidiary means any corporation of which the outstanding
voting stock or voting power is beneficially owned, directly or
indirectly, by the Company and which is designated by the Committee
to be a Subsidiary for purposes of this Plan.
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3.13
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Term means the period beginning on January 1, 2002
and ending on December 31, 2004 or earlier, in the event the Plan
is terminated.
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3.14
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Termination or Terminated
means resignation or discharge from
employment with the Company or any of its Subsidiaries except in
the event of Death, Disability, Normal Retirement or Early
Retirement.
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IV.
ADMINISTRATION
The Committee shall approve this
Plan, its Participants, the performance factors on which the
payment of any Award hereunder is based, and, except as provided
below with respect to the payment to Terminated employees or
employees taking Early Retirement, the Awards paid hereunder. The
Committee shall have all powers with respect to the administration
of this Plan. All questions of interpretation and application of
this Plan, or of the terms and conditions under which Awards are
granted, paid or forfeited, are subject to the determination of the
Committee. All such determinations are final and binding upon all
parties affected including, but not limited to, Participants,
beneficiaries, employees, the Company and its
Subsidiaries.
V. ELIGIBILITY &
PARTICIPATION
Key employees of the Company and its
Subsidiaries at the beginning of the Plan Term, including officers
or employees who are members of the Board, but excluding Board
members who are not officers or employees, who, in the opinion of
the Committee, may contribute to the continued growth, development
and financial success of the business of the Company or one or more
of its Subsidiaries or who are directly accountable for the success
or development of a product market or business shall be eligible to
participate under this Plan.
The Chief Executive Officer of the
Company shall recommend to the Committee from such eligible persons
those who will participate in the Plan and the levels at which each
will participate. Participants shall be determined and shall begin
as of the first day of the Plan Term. No officer or employee of the
Company or its Subsidiaries shall have any right to participate in
this Plan.
VI. AWARDS
6.1
Vesting of Awards . Each Participant shall become one hundred
percent (100%) vested in his Award upon completion of the Plan
Term or the
