Allstate 2013 Annual Report Download - page 108

Federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to
an Award made under the Plan.
16.4 Stock Withholding. With respect to tax withholding required upon the exercise of Options or SARs, upon
the lapse of restrictions on Restricted Stock or Restricted Stock Units, or upon any other taxable event arising out of or
as a result of Awards granted hereunder, Participants may elect to satisfy the withholding requirement, in whole or in
part, by tendering Stock held by the Participant (by actual delivery of the shares or by attestation) or by having the
Company withhold Stock having a Fair Market Value equal to the minimum statutory total tax which could be imposed
on the transaction. All elections shall be irrevocable, made in writing (or other method acceptable to the Company) and
signed by the Participant. In the event a Participant fails to make an election by the date required, the Participant will be
deemed to have made an election to have the Company withhold Stock having a Fair Market Value equal to the
minimum statutory total tax which could be imposed on the transaction.
Article 17. Repayment of Awards, Non-Solicitation, and Non-Competition
17.1 Restatements. In the event of a restatement of the Company’s financial results to correct a material error or
inaccuracy resulting in whole or in part from the fraud or intentional misconduct of a Section 16 Officer, as determined
by the Board or a committee thereof, the Board or the Committee shall have the authority, to the extent permitted by
applicable law, to
(i) cancel or cause to be cancelled any or all of such Section 16 Officer’s outstanding Awards granted after
May 19, 2009;
(ii) recover or cause to be recovered any or all ‘‘Proceeds’’ (as defined below) resulting from any sale or other
disposition (including to the Company) of shares of Stock issued or issuable upon vesting, settlement, or
exercise, as the case may be, of any Award granted to such Section 16 Officer after May 19, 2009, plus a
reasonable rate of interest; and/or
(iii) recover or cause to be recovered any cash paid or shares of Stock issued to such Section 16 Officer in
connection with any vesting, settlement, or exercise of an Award granted after May 19, 2009, plus a
reasonable rate of interest.
The term ‘‘Proceeds’’ means, with respect to any sale or other disposition (including to the Company) of shares of
Stock acquired pursuant to an Award, an amount determined by the Committee, (a) in the case of an Award other than
an Option or SAR, up to the amount equal to the Fair Market Value per share of Stock at the time of such sale or other
disposition multiplied by the number of shares sold or disposed of, or (b) in the case of an Option or SAR, up to the
amount equal to the number of shares of Stock sold or disposed of multiplied by the excess of the Fair Market Value per
share of Stock at the time of such sale or disposition over the Option Exercise Price or Base Value, as applicable. The
return of Proceeds is in addition to and separate from any other relief available to the Company or any other actions as
may be taken by the Committee in its sole discretion. Any determination by the Committee with respect to the foregoing
shall be final, conclusive, and binding on all interested parties.
17.2 Non-Solicitation. While employed and for the one-year period starting on the date of Termination of
Employment, any Participant who has received an Award under the Plan shall not, directly or indirectly:
(i) other than in connection with the good-faith performance of his or her normal duties and responsibilities as
an employee of the Company or any Subsidiary, encourage any employee or agent of the Company or any
Subsidiary to terminate his or her relationship with the Company or any Subsidiary;
(ii) employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or
adviser of, any employee or agent of the Company or Subsidiary (other than by the Company or its
Subsidiaries), or cause or encourage any Person to do any of the foregoing;
(iii) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take
preliminary steps to establish) a business with, any employee or exclusive agent independent contractor of
the Company or its Subsidiaries; or
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Appendix B
The Allstate Corporation |
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