Allstate 2013 Annual Report Download - page 107

in the Plan shall constitute a guarantee that the assets of such companies shall be sufficient to pay any benefits to any
Person.
Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any right
as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
12.4 Waiver. Each Participant, by acceptance of an Award, waives all rights to specific performance or injunctive
or other equitable relief and acknowledges that he has an adequate remedy at law in the form of damages.
Article 13. Termination of Employment
If a Participant has a Termination of Employment, then, unless otherwise provided by the Committee or in the
Award Agreement, all Awards shall terminate and be forfeited on the date of such Termination of Employment.
Article 14. Equity Incentive Plans of Foreign Subsidiaries
The Committee may authorize any foreign Subsidiary to adopt a plan for granting Awards (‘‘Foreign Equity
Incentive Plan’’), and awards granted under such Foreign Equity Incentive Plans may be treated as awards under the Plan,
if the Committee so determines. Such Foreign Equity Incentive Plans shall have such terms and provisions as the
Committee permits not inconsistent with the provisions of the Plan and which may be more restrictive than those
contained in the Plan. Awards granted under such Foreign Equity Incentive Plans shall be governed by the terms of the
Plan except to the extent that the provisions of the Foreign Equity Incentive Plans are more restrictive than the terms of
the Plan, in which case such terms of the Foreign Equity Incentive Plans shall control.
Article 15. Amendment, Modification, and Termination
The Board may, at any time and from time to time, alter, amend, suspend, or terminate the Plan in whole or in
part, provided that no amendment shall be made which shall increase the total number of shares of Stock that may be
issued under the Plan, materially modify the requirements for participation in the Plan, or materially increase the benefits
accruing to Participants under the Plan, in each case unless such amendment is approved by the stockholders of the
Company.
No termination, amendment, or modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the Participant holding such Award, unless such
termination, modification, or amendment is required by applicable law and except as otherwise provided herein.
Article 16. Payment for Awards and Withholding
16.1 Payment for Awards. In the event a Participant elects to pay the Option Exercise Price or make payment for
any other Award through tender of previously acquired Stock, (i) only a whole number of share(s) of Stock (and not
fractional shares of Stock) may be tendered in payment, (ii) such Participant must present evidence acceptable to the
Company that he has owned any such shares of Stock tendered in payment (and that such shares of Stock tendered
have not been subject to any substantial risk of forfeiture) for at least six months prior to the date of exercise, and
(iii) Stock must be tendered to the Company, either by actual delivery of the shares or by attestation. When payment is
made by tender of Stock, the difference, if any, between the aggregate amount payable and the Fair Market Value of the
share(s) of Stock tendered in payment (plus any applicable taxes) shall be paid by check. No Participant may tender
shares of Stock having a Fair Market Value exceeding the aggregate Option Exercise Price or other payment due.
16.2 Notification under Section 83(b). If the Participant, in connection with the exercise of any Option, or the
grant of any share of Restricted Stock, makes the election permitted under Section 83(b) of the Code (i.e., an election to
include in such Participant’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code),
such Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal
Revenue Service, in addition to any filing and notification required pursuant to regulations issued under the authority of
Section 83(b) of the Code.
16.3 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount (including any Stock withheld as provided below) sufficient to satisfy
B-13
Appendix B
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