SEPARATION AGREEMENT AND GENERAL RELEASE

SEPARATION AGREEMENT AND GENERAL RELEASE

This SEPARATION AGREEMENT AND GENERAL RELEASE (“Separation Agreement”) is made between Eric M. Yoder, M.D. (“Associate”) and AMERIGROUP Corporation, its subsidiaries, successors, affiliates and assigns, which are referred to herein, collectively and individually, as “AMERIGROUP” (Associate and AMERIGROUP individually and collectively referred to herein as the “Party” or the “Parties”).

A. REASONS FOR AGREEMENT

1.  AMERIGROUP and Associate have mutually agreed that Associate shall separate from AMERIGROUP, effective as of the close of business on April 1, 2007 (the “End Date”).

2.  In order to assist Associate in regard to this separation and as consideration for the obligations from Associate specified below, AMERIGROUP agrees to provide the following benefits, which are referred to herein as the “Special Separation Package.”

B. AGREEMENT

For and in consideration of the mutual promises and commitments specified herein, the Parties agree as follows:

1.  Special Separation Package
(a) No sooner than the eighth (8 ^th ) day after Associate executes this Separation Agreement, provided that Associate has neither revoked nor breached this Separation Agreement, Associate shall be allowed to take administrative leave for the period from February 5, 2007 through April 1, 2007 (the “Administrative Leave Period”).

(i)  During the Administrative Leave Period, Associate shall:

(1) be compensated as follows in each case less all applicable taxes:

(A) for the period beginning on February 5, 2007 through February 28, 2007, Associate shall be paid by AMERIGROUP at his payroll rate of January 1, 2007;

(B) for the period beginning on March 1, 2007 through April 1, 2007, Associate shall be paid at his payroll rate as of January 1, 2007, to the extent that he has sufficient Paid Annual Leave (“PAL”), and

(C) in the event that his PAL is not sufficient for the period from March 1, 2007 to April 1, 2007, Associate shall be deemed to be on leave without pay.

(ii) Notwithstanding anything to the contrary contained herein, during the Administrative Leave Period, Associate shall not:

(1) accrue PAL;

(3) represent himself to be an employee of AMERIGROUP.

(b)  Provided that Associate has executed this Separation Agreement and neither breached it nor revoked it, and provided further that on the End Date, or as soon thereafter as is practicable, Associate executes the General Release attached hereto as Exhibit A, AMERIGROUP will provide Associate (i) a lump sum payment equal to Two Hundred Eighty-three Thousand Four Hundred Fifteen and no/100 Dollars ($283,415.00), and (ii) a lump-sum payment of One Hundred Forty-five Thousand and no/100ths Dollars ($145,000.00) for the payment of outplacement expenses and estimated COBRA benefits, less, in each case, all applicable taxes.

(c)  Provided that Associate has executed this Separation Agreement and neither breached it or revoked it: no sooner than (i) the eighth (8) day after Associate executes this Separation Agreement or (ii) the regularly scheduled payment date, whichever is later, Associate shall receive (1) a cash bonus for the performance year 2006 under the 2003 Cash Incentive Plan in the amount of One Hundred Twenty-five Thousand and no/100ths Dollars ($125,000.00), and (2) a payment of Forty Thousand Six Hundred Eighty and no/100ths Dollars ($40,680.00) under the 2007 LTI Program; less, in each case, all applicable taxes.

(d)  Associate will be reimbursed for unreimbursed expenses incurred prior to the End Date, in accordance with AMERIGROUP’s Travel Expense Policy. Notwithstanding the foregoing, Associate must submit reimbursement requests, with receipts attached, prior to March 1, 2007.

(e)  Associate and AMERIGROUP further agree that after the End Date, Associate may file an application for unemployment compensation. Should Associate file an application for unemployment compensation, AMERIGROUP will not contest the Associate’s request for benefits as approved by State guidelines, provided that nothing in this Separation Agreement shall be construed as requiring AMERIGROUP to provide false or misleading information to any federal, state or local agency.

(f)  The benefits provided to Associate hereunder are unique to Associate’s separation. Nothing herein shall be deemed to establish a separation agreement or other employee benefit plan or program available to other AMERIGROUP employees. The Parties hereto agree that AMERIGROUP has no formal severance package, is not obligated to provide any severance benefit, and is only obligated to pay compensation that has already accrued.

(g)  In accordance with its established policies, AMERIGROUP shall provide a neutral reference to Associate and to any persons who inquire of AMERIGROUP for a reference on Associate. Such neutral reference shall state that Associate was employed at AMERIGROUP from May 20, 1996, to the End Date.

(h)  Associate acknowledges that Associate’s employment with AMERIGROUP will cease effective as of the close of business on the End Date.

(i)  Associate understands that Associate has no obligation to sign this Separation Agreement. Whether or not Associate signs this Separation Agreement, Associate will be entitled to receive, less in each case all applicable payroll taxes: (i) the compensation and accrued but unpaid PAL that Associate has earned through the End Date, which shall be paid to Associate in the first biweekly payroll distribution immediately following the End Date; (ii) all vested benefits under AMERIGROUP’s 401(k) Plan, Deferred Compensation Plan and Stock Agreements, payable in accordance with the terms of those plans; (iii) subject to the provisions of Section B.1(d), reimbursement for incurred and unreimbursed expenses; and (iv) the benefits to which Associate is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the period of eighteen months beginning on May 1, 2007.

(j)  The Parties agree that the circumstances of Associate’s separation from employment do not constitute a “for cause” termination pursuant to the applicable section of the Employee Noncompetition, Nondisclosure and Developments Agreement (the “ENNDA”), if applicable, or pursuant to the applicable sections of the Stock Agreements. Accordingly, if Associate has executed the ENNDA, and/or has executed documents necessary to participate in the Stock Agreements, effective on the End Date, Associate is released from the non-compete restrictions of the ENNDA, if applicable, and of the Stock Agreements, if applicable. Notwithstanding the foregoing, Associate shall continue to comply with all other terms of the ENNDA, if applicable, and the Stock Agreements, if applicable, including, without limitation, the confidentiality, non-disclosure, and non-solicitation provisions, and agrees and understands that the other restrictions contained in those agreements survive execution of this Separation Agreement and Associate’s termination of employment. Options and restricted stock shall cease to vest under any applicable Stock Agreement as of the close of business on the End Date.

(k)  Associate acknowledges that certain payments provided for hereunder are in excess of the amounts that the Executive would otherwise be entitled to receive and that AMERIGROUP has no obligation to enter into this Separation Agreement. In consideration for AMERIGROUP assuming these additional obligations and entering into this Separation Agreement, and as a material inducement to AMERIGROUP to enter into this Separation Agreement, the Associate agrees to execute (and not revoke) a release (“Release”) substantially in the form attached hereto as Exhibit A. Execution and non-revocation of the Release by Associate is a condition precedent to Associate’s receipt of the Special Separation Package set forth in Paragraph B(1). This Separation Agreement is subject in all respects to Associate’s execution (and non-revocation) of the Release.

2.  General Release
(a) Associate states and affirms that as of the date of this Separation Agreement, Associate has not previously filed or joined in any complaints, charges, or lawsuits against AMERIGROUP with any governmental agency or court of law or equity. Associate agrees, for and on behalf of Associate and Associate’s estate, heirs, spouse, life partner, representatives, successors and assigns, that Associate has or will be finally and permanently separated from employment with AMERIGROUP at the close of business on the End Date, and that Associate waives, releases and forever discharges AMERIGROUP and all related entities, their directors, officers, employees, attorneys and agents, all of whom are third-party beneficiaries of this Separation Agreement, from any and all claims, known or unknown, that Associate has or may have relating to or arising out of Associate’s employment with AMERIGROUP and the separation thereof, including, but not limited to, any claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, liability in tort, claims of any kind, any claims under Title VII of the Civil Rights Act of 1964, as amended, Age Discrimination in Employment Act, the Fair Labor Standards Act, the Family Medical Leave Act, the Equal Pay Act, Worker’s Compensation laws, Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan), Older Workers Benefit Protection Act, or any other Executive Orders, federal, state or local law relating to employment, employee benefits or the termination of employment, or any other claim arising out of or relating to Associate’s employment, excepting only the provisions of this Separation Agreement and the regular separation benefits. Associate also represents that Associate has not given, sold, assigned, or transferred to any one else, any claim, or a portion of a claim discussed in this Separation Agreement.

(b)  Associate also affirms that Associate has been paid for and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Associate may be entitled. Associate affirms that Associate has been granted any leave to which Associate was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws, and that there has been no retaliation as a result of, interference with, or restraint of Associate’s use of such leave. Associate further affirms that Associate has no known workplace injuries or occupational diseases.

(c)  Associate further affirms that Associate has not been retaliated against for reporting any allegations of wrongdoing by AMERIGROUP or its officers, including any allegations of corporate fraud.

(d)  Both Parties acknowledge that this Separation Agreement does not limit either Party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Associate agrees that if such an administrative claim is made, Associate shall not be entitled to recover any individual monetary relief or other individual remedies. Associate further agrees that Associate will not provide information or testimony in any court action against AMERIGROUP except pursuant to a lawful subpoena and that Associate will notify AMERIGROUP of any subpoena or informal request to testify in Court that Associate receives within three (3) business days after Associate’s receipt of such subpoena or informal request.

3.  Claims and Actions
(a) Associate promises never to file a lawsuit asserting any claims that are released in this Separation Agreement.

(b)  This Separation Agreement does not waive any rights or claims that Associate may have which arise after the date the Associate signs this Separation Agreement.

(c)  If Associate breaks Associate’s promise in Section B.3(a) of this Separation Agreement and files a lawsuit based in whole or in part on claims that Associate has released, or if a lawsuit is initiated based in whole or in part on claims or that Associate has given, sold, assigned, or transferred to any one else, Associate will pay for all costs incurred by AMERIGROUP, any related companies or the directors or employees of any of them, including reasonable attorneys’ fees, in defending against Associate’s claim.

(d)  Associate agrees that at all times relative hereto, Associate was an employee at will.

4.  Confidentiality and Cooperation
(a) Associate will not divulge or give to anyone any proprietary or confidential information concerning AMERIGROUP’s business or affairs, employees and services obtained by Associate during Associate’s employment.

(b)  Associate agrees to return to AMERIGROUP on or before February 16, 2007, all of AMERIGROUP’s documents, information (whether in paper or electronic form) and property in Associate’s possession, control or custody including, but not limited to, Associate’s security badge, keys, files, member lists, mailing lists, provider lists, account information, samples, prototypes, price lists and pricing information, passwords, codes, and all of the tangible and intangible property belonging to AMERIGROUP and relating to Associate’s employment with AMERIGROUP. Associate further represents and warrants that Associate has not retained any copies, electronic or otherwise, of such property.

(c)  Except as specifically provided herein, if Associate has executed the ENNDA, and/or has executed documents necessary to participate in the Stock Agreements, Associate shall continue to comply with the terms of the ENNDA, if applicable, and/or the Stock Agreements, if applicable, between Associate and AMERIGROUP, and Associate acknowledges that the obligations contained in those agreements survive execution of this Separation Agreement and Associate’s termination of employment. In particular, Associate shall not disclose any confidential or proprietary information which Associate acquired as an employee of AMERIGROUP to any other person or entity, or use such information in any manner that is detrimental to the interest of AMERIGROUP.

(d)  Associate agrees to cooperate fully with AMERIGROUP in transitioning Associate’s work load and work projects.

(e)  Associate shall cooperate fully with AMERIGROUP in its defense of or other participation in any administrative, judicial or other proceeding arising from any charge, complaint or other action that has been or may be filed, and AMERIGROUP agrees to be responsible for those costs and expenses reasonably incurred by Associate in fulfilling Associate’s obligations pursuant to this Section B.4(e).

5.  Special ADEA Waiver and Release Notification
(a) The General Release, paragraph 2 above, of this Separation Agreement, includes a waiver and release of all claims under the Age Discrimination in Employment Act (“ADEA”) and, therefore, pursuant to the requirements of the ADEA, Associate acknowledges that Associate has been: