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.
1
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) termination of employment with the
Company or a subsidi
