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EX-10.1 - EX-10.1 - AMERIGROUP CORPexhibit1.htm






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   February 10, 2011

AMERIGROUP Corporation
(Exact name of registrant as specified in its charter)

Delaware 001-31574 54-1739323
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
4425 Corporation Lane, Virginia Beach, Virginia   23462
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   (757) 490-6900

Not Applicable
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 February 10, 2011, the Compensation Committee of the Board of Directors of AMERIGROUP Corporation (the "Corporation") adopted a form of Restricted Stock Unit Agreement for issuances of Restricted Stock Units under the Corporation’s 2009 Equity Incentive Plan. The foregoing is qualified in its entirety by reference to the form of Restricted Stock Unit Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


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.

    AMERIGROUP Corporation
February 15, 2011   By:   Nicholas J. Pace
        Name: Nicholas J. Pace
        Title: Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.   Description

  Restricted Stock Unit Agreement Under 2009 Equity Incentive Plan