UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | | March 30, 2011 |
AMERIGROUP Corporation
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(Exact name of registrant as specified in its charter)
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| Delaware | 001-31574 | 54-1739323 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 4425 Corporation Lane, Virginia Beach, Virginia | | 23462 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | (757) 490-6900 |
Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2011, the Compensation Committee of AMERIGROUP Corporation (the "Company") approved an amendment to the Company’s Severance Plan (the "Plan") and approved and offered to James G. Carlson, the Company’s Chairman, Chief Executive Officer and President, an amendment to his Employment Agreement dated January 16, 2008 (as amended, the "Agreement"). The amendments to the Plan and the Agreement clarify the calculation of severance payments in the case of involuntary termination of employment without cause and provide that certain long-term cash incentive awards will be paid, pro rata, in the case of involuntary termination of employment without cause, but only to the extent the Company has attained the performance goals applicable to the award at the time of termination. The amendments also contain certain administrative and other non-substantive changes to the Plan and the Agreement.
The foregoing description does not purport to be a complete statement of the parties' rights and obligations under the Plan or the Agreement. The above description is qualified in its entirety by reference to the Amendment to the AMERIGROUP Severance Plan and the Amendment No. 3 to the Employment Agreement of James G. Carlson which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | AMERIGROUP Corporation |
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| April 1, 2011 | | By: | | Nicholas J. Pace
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| | | | | Name: Nicholas J. Pace |
| | | | | Title: Executive Vice President, General Counsel and Secretary |
Exhibit Index
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| Exhibit No. | | Description |
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10.1 | | Amendment to the AMERIGROUP Severance Plan |
10.2 | | Amendment No. 3 to the Employment Agreement of James G. Carlson |
