Allstate 2013 Annual Report Download - page 106

9.5 Form and Timing of Payment of Performance Units/Performance Stock. Payment of earned Performance Units/
Performance Stock shall be made following the close of the applicable Performance Period. The Committee, in its sole
discretion, may pay earned Performance Units/Performance Stock in cash or in Stock (or in a combination thereof),
which has an aggregate Fair Market Value equal to the value of the earned Performance Units/Performance Stock at the
close of the applicable Performance Period. Such Stock may be granted subject to any restrictions deemed appropriate by
the Committee.
9.6 Termination. Each Performance Unit/Performance Stock Award Agreement shall set forth the extent to
which the Participant shall have the right to receive a Performance Unit/Performance Stock payment upon Termination of
Employment during a Performance Period. Such provisions shall be determined in the sole discretion of the Committee
(subject to applicable law), shall be included in the Award Agreement entered into with Participants, need not be uniform
among all grants of Performance Units/Performance Stock or among Participants, and may reflect distinctions based on
reasons for termination.
To the extent the Performance Unit/Performance Stock Award Agreement does not set forth termination
provisions, the provisions of Article 13 shall control.
9.7 Transferability. Except as otherwise determined by the Committee, a Participant’s rights with respect to
Performance Units/Performance Stock granted under the Plan shall be available during the Participant’s lifetime only to
such Participant or the Participant’s legal representative and Performance Units/Performance Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and
distribution. To the extent the Committee permits the transfer of Performance Units/Performance Stock, in no event shall
Performance Units/Performance Stock be transferred for consideration.
9.8 Participant’s Death. In the event of the Participant’s death, any vested Performance Units/Performance
Stock, including Performance Units/Performance Stock that vest because of the Participant’s death, shall be paid or
delivered on behalf of the Participant.
Article 10. Other Awards
The Committee shall have the right to grant other Awards which may include, without limitation, the payment of
Stock in lieu of cash, the payment of cash based on attainment of Performance Goals established by the Committee, and
the payment of Stock in lieu of cash under other Company incentive or bonus programs. Payment under or settlement of
any such Awards shall be made in such manner and at such times as the Committee may determine.
Article 11. Deferrals
The Committee may, in its sole discretion, permit a Participant to defer the Participant’s receipt of the payment of
cash or the delivery of Stock that would otherwise be due to such Participant under the Plan. If any such deferral
election is permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment
deferrals.
Article 12. Rights of Participants
12.1 Termination. Nothing in the Plan shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant’s employment or other relationship with the Company or any Subsidiary at any
time, for any reason or no reason in the Company’s or the Subsidiary’s sole discretion, nor confer upon any Participant
any right to continue in the employ of, or otherwise in any relationship with, the Company or any Subsidiary.
12.2 Participation. No Eligible Person shall have the right to be selected to receive an Award under the Plan, or,
having been so selected, to be selected to receive a future Award.
12.3 Limitation of Implied Rights. Neither a Participant nor any other Person shall, by reason of the Plan, acquire
any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without
limitation, any specific funds, assets or other property which the Company or any Subsidiary, in its sole discretion, may
set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Stock or
amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary. Nothing contained
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Appendix B
The Allstate Corporation |
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