Allstate 2013 Annual Report Download - page 65

(8) In general, a change-in-control is one or more of the following events: (1) any person acquires 30% or more of the
combined voting power of Allstate common stock within a 12-month period; (2) any person acquires more than
50% of the combined voting power of Allstate common stock; (3) certain changes are made to the composition of
the Board; or (4) the consummation of a merger, reorganization, or similar transaction. These triggers were selected
because any of these could cause a substantial change in management in a widely held company the size of
Allstate. Effective upon a change-in-control, the named executives become subject to covenants prohibiting
solicitation of employees, customers, and suppliers at any time until one year after termination of employment. If a
named executive incurs legal fees or other expenses in an effort to enforce the change-in-control plan, Allstate will
reimburse the named executive for these expenses unless it is established by a court that the named executive had
no reasonable basis for the claim or acted in bad faith.
(9) Under the change-in-control plan, severance benefits would be payable if a named executive’s employment is
terminated either by Allstate without cause or by the executive for good reason as defined in the plan during the
two years following the change-in-control. Cause means the named executive has been convicted of a felony or
other crime involving fraud or dishonesty, has willfully or intentionally breached the restrictive covenants in the
change-in-control plan, has habitually neglected his or her duties, or has engaged in willful or reckless material
misconduct in the performance of his or her duties. Good reason includes a material diminution in a named
executive’s base compensation, authority, duties, or responsibilities, or a material change in the geographic location
where the named executive performs services.
(10) For completed measurement periods with results certified by the Committee, the earned amount continues to vest.
For open cycles, the Committee will determine the number of performance stock awards that continue to vest based
on actual performance up to the change-in-control.
(11) If a named executive’s employment is terminated by reason of death during the two years after the date of a
change-in-control, the named executive’s estate or beneficiary will be entitled to survivor and other benefits,
including retiree medical coverage, if eligible, that are not less favorable than the most favorable benefits available to
the estates or surviving families of peer executives of Allstate. In the event of termination by reason of disability,
Allstate will pay disability and other benefits, including supplemental long-term disability benefits and retiree medical
coverage, if eligible, that are not less favorable than the most favorable benefits available to disabled peer
executives.
(12) For completed measurement periods with results certified by the Committee, the earned amount is paid. For open
cycles, the payout is target number of performance stock awards.
(13) If a named executive’s employment is terminated due to disability, restricted stock units granted prior to
February 22, 2011, are forfeited.
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Executive Compensation Tables
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