Exhibit 4.01
AEGON USA Investment Management,
LLC
2002 Long-Term Incentive
Plan
1. Premise.
The purpose of the AEGON USA
Investment Management, LLC. Long-Term Incentive Plan (the
“Plan” ) is to reward key employees of the AEGON
USA Investment Division (the “Investment
Division” ) who contribute to performance of the
Investment Division.
2. Term.
The period beginning January 1,
2002 and ending December 31, 2004.
3. Participants.
Employees recommended by Investment
Division Senior Management and approved by the Chief Investment
Officer ( “CIO” ) shall be designated as
participants ( “Participant” ) in the Plan. An
employee must be actively employed as of the first business day of
the Term in order to be eligible for participation. The CIO may
approve exceptions to this in his sole discretion.
4. Awards.
4.1. Participation Levels.
Participation levels shall be determined by the CIO. A
Participant’s participation level is the percentage of his or
her base salary at the beginning of the Plan Term. The CIO reserves
the discretion to admit participants during the Plan year; the
participant’s base salary at the time of admittance will be
used to calculate any award’s due.
4.2. Eligibility for the
Award. No Participant has any vested rights in the Plan and
must be actively employed at the end of the Plan Term or have
terminated employment by reason of death, disability or normal
retirement to be eligible for an award under the Plan. Disability
will be determined by the CIO in accordance with the determination
of such Participant as disabled under the long-term disability plan
of AEGON USA, Inc. (the “Company” ). Normal
Retirement shall occur on or after the normal retirement date of an
employee under the Company’s pension or retirement plan.
Except as provided above, prior to that time, no Participant shall
have any vested rights to an award under the Plan unless the CIO
determines in his sole discretion that it is in the best interest
of the Investment Division to do so.
4.3. Team, Divisional and
Individual Goals. Awards will be based on the average of the
Participant’s Short-Term Incentive Compensation Plan (
“STIC” ) results (expressed as a percentage
relative to the STIC target) for each of the three years
constituting the Plan term. Awards will be calculated in accordance
with the attached example, “Exhibit A.” A
Participant’s three-year average Performance Factor must be
.50 or above to receive an award.
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4.4. Payment upon Death,
Disability, Termination. A Participant who has died, retired,
or become disabled during the Plan Term shall be eligible to
receive a partial award under the Plan, based on the portion of the
Plan Term completed prior to such event. In addition, a Participant
who otherwise terminates employment prior to the end of the Term
and who the CIO has approved as eligible for an award shall be
eligible to receive a partial award under the Plan, based on the
portion of the Plan Term completed prior to his termination.
In the event the Participant has
died, payment will be made to his named beneficiary, or if none,
his/her spouse, if living, otherwise his children in equal shares,
otherwise his/her estate.
4.5. Form and Time of Payment.
Payment of the total award for which a Participant is eligible
under the Plan shall be made one-half in cash and one-half in the
AEGON NV stock at the market price at the close of the first
business day of the Plan Term.
Payment will be made to the
Participant as soon as possible after the end of the Plan Term, but
payment may be made to a terminated vested participant at such time
as the CIO determines.
5. Forfeiture of an Award.
A participant loses rights to any
unpaid amount if such participant is determined by the CIO to have,
(1) within two years after the earlier of the
(i) termi
