Allstate 2013 Annual Report Download - page 80

Limits on Transferability provided to the participant under the Plan, including
without limitation cancellation of outstanding awards or,
In general, awards are not assignable or transferable other upon a violation of the noncompetition covenants,
than by will or the laws of descent and distribution. recovery of all or a portion of any gain realized upon
Vested portions of nonqualified options may be vesting, settlement, or exercise of an award or recovery of
transferred to certain family members or to a trust, all or a portion of any proceeds resulting from any
foundation, or any other entity meeting certain ownership disposition of shares received pursuant to an award if the
requirements. However, in no event may a transfer be vesting, settlement, or exercise of the award or the receipt
made for consideration. of the sale proceeds occurred during the 12-month period
prior to the violation.
Forfeitability
Unless otherwise provided by the Committee or in an Adjustments for Certain Events
award agreement, if a participant has a termination of The Committee will make proportional adjustments to the
employment, all awards will terminate and be forfeited on maximum number of shares of common stock that may
the date of such termination of employment. Typically, the be delivered under the Plan and to outstanding awards to
Committee has prescribed that, subject to exceptions for reflect stock dividends, stock splits, spin-offs, rights
death, disability, and retirement, an employee will forfeit offerings, recapitalizations, mergers, consolidations,
all unexercised vested options three months after reorganizations, liquidations, or similar events. The
termination of employment (unless the Committee Committee may provide in awards for accelerated vesting
determines otherwise), and all other unvested awards will and other rights in the event of a change of control.
terminate and be forfeited on the date of an employee’s
termination of employment or failure to achieve specific Amendment, Modification, and Termination of the Plan
performance goals.
The Board may amend, alter, suspend, or terminate the
Clawback Plan at any time and in any respect, provided that no
amendment will (1) increase the total number of shares of
In the event of a restatement of our financial results to common stock that can be issued under the Plan,
correct a material error or inaccuracy resulting in whole or (2) materially modify the requirements for participation in
in part from the fraud or intentional misconduct of an the Plan, or (3) materially increase the benefits accruing
officer who is subject to Section 16 of the Securities to employees under the Plan, unless in each instance the
Exchange Act of 1934, to the extent permitted by amendment is approved by our stockholders. No
applicable law, we may take such actions as we determine amendment, modification, or termination of the Plan may
to be appropriate to recover compensation provided to materially affect in an adverse way any award then
such officer under the Plan, including without limitation outstanding under the Plan, without an employee’s written
cancellation of outstanding awards or recovery of all or a consent, unless otherwise provided in the Plan or required
portion of any gain realized upon vesting, settlement, or by applicable law.
exercise of an award or recovery of all or a portion of any
proceeds resulting from any disposition of shares received Duration of the Plan
pursuant to an award.
The Plan will remain in effect until the shares are
The Plan also contains nonsolicitation covenants that exhausted or until such earlier time as the Board may
apply to all participants while they are employed and for determine.
the one-year period following termination of employment.
Noncompetition covenants apply to participants who Federal Income Tax Consequences
received awards between February 21, 2012, and May 20,
2013, for the two year period following termination of The following is a general summary of the United States
employment and apply to participants who received federal income tax consequences related to awards that
awards after May 20, 2013 for the one year period have been or may be granted under the Plan. The federal
following termination of employment. If a participant tax laws may change, and the federal, state, and local tax
violates any of these restrictive covenants, as determined consequences for any employee will depend upon his or
by our Board or a committee of our Board, to the extent her individual circumstances. This summary does not
permitted by applicable law we may take such actions as address all potential tax consequences related to awards,
we determine to be appropriate to recover compensation
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Proposal 3 — Approve Equity Plan
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