Allstate 2012 Annual Report Download - page 45

change-in-control agreements agreed to become terminates the executive’s employment (other than for
participants in a new change-in-control severance plan cause, death, or disability) or the executive terminates his
(CIC Plan). Compared with the previous arrangements, the or her employment for good reason within two years after
CIC Plan eliminates all excise tax gross ups; eliminates the change-in-control (so-called ‘‘double-trigger’’ vesting).
the lump sum cash pension enhancement based on The change-in-control and post-termination arrangements
additional years of age, service, and compensation; and which are described in the Potential Payments as a Result
reduces for named executives other than the CEO the of Termination or Change-in-Control section are not
amount of cash severance payable from three to two provided exclusively to the named executives. A larger
times the sum of base salary and target annual incentive. group of management employees is eligible to receive
As a point of reference, Mr. Wilson’s change-in-control many of the post-termination benefits described in that
severance benefit on December 31, 2011, would have been section.
$7.09 million greater if the lump sum cash pension
enhancement had not been eliminated. Stock Ownership Guidelines
In order to receive the cash severance benefits under the Because we believe management’s interests must be
CIC Plan following a change-in-control, a participant must linked with those of our stockholders, we instituted stock
have been terminated (other than for cause, death, or ownership guidelines in 1996 that require each of the
disability) or the participant must have terminated named executives to own Allstate common stock worth a
employment for good reason (such as adverse changes in multiple of base salary. The Committee approved new
the terms or conditions of employment, including a guidelines effective February 20, 2012. The new guidelines
material reduction in base compensation, a material provide that an executive must hold 75% of net after-tax
change in authority, duties, or responsibilities, or a shares received as equity compensation until his or her
material change in job location) within two years following salary multiple guideline is met. The chart below shows
a change-in-control. In addition, long-term equity incentive the salary multiple guidelines and the equity holdings that
awards granted after 2011 will vest on an accelerated count towards the requirement.
basis due to a change-in-control only if either Allstate
Mr. Wilson 6x salary  Meets guideline
Mr. Civgin 3x salary  Meets guideline
Ms. Greffin 3x salary  Meets guideline
Mr. Gupta 3x salary Must hold 75% of net after-tax shares
until guideline is met
Mr. Winter 3x salary Must hold 75% of net after-tax shares
until guideline is met
Mr. Lacher — —
• Allstate shares owned personally • Unexercised stock options
• Shares held in the Allstate 401(k) Savings Plan • Performance stock awards
• Restricted stock units
We also have a policy on insider trading that prohibits all Impact of Tax Considerations on Compensation
officers, directors, and employees from engaging in We may take a tax deduction of no more than $1 million
transactions in securities issued by Allstate or any of its per executive for compensation paid in any year to our
subsidiaries that might be considered speculative or CEO and the three other most highly compensated
hedging, such as selling short or buying or selling options. executives, excluding our CFO, as of the last day of the
fiscal year in which the compensation is paid, unless the
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Executive Compensation
Name Guideline Status
What Counts Toward the Guideline What Does not Count Toward the Guideline
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