Allstate 2013 Annual Report Download - page 99

by the Board and subject to the provisions herein, to determine the Eligible Persons to receive Awards; to determine
when Awards may be granted and to grant Awards under the Plan; to determine the size and types of Awards; to
determine the terms and conditions of such Awards; to assess whether Performance Goals have been met; to construe
and interpret the Plan and any agreement or instrument entered into under the Plan; to establish, amend, or waive rules
and regulations for the Plan’s administration; to amend the terms and conditions of any outstanding Award, including but
not limited to amendments with respect to exercisability and non-forfeitability of Awards upon a Termination of
Employment; to make such adjustments or modifications to Awards to Participants working outside the United States as
are necessary or advisable to fulfill the purposes of the Plan; to accelerate the exercisability of, and to accelerate or
waive any or all of the restrictions and conditions applicable to, any Award; and to authorize any action of or make any
determination by the Company as the Committee shall deem necessary or advisable for carrying out the purposes of the
Plan; provided, however, that the Committee may not amend the terms and conditions of any outstanding Award so as to
adversely affect in any material way such Award without the written consent of the Participant holding such Award (or if
the Participant is not then living, the Participant’s personal representative or estate), unless such amendment is required
by applicable law; and provided, further, that any discretion exercised by the Committee pursuant to Section 4.2 shall not
be deemed to adversely affect in any material way an Award. The Committee may designate which Subsidiaries
participate in the Plan and may authorize foreign Subsidiaries to adopt plans as provided in Article 14. Further, the
Committee shall interpret and make all other determinations which may be necessary or advisable for the administration
of the Plan. As permitted by law, the Committee may delegate its authorities as identified hereunder.
3.3 Delegation of Authority. Notwithstanding the general authority of the Committee to grant Awards under the
Plan, the Board may, by resolution, expressly delegate to another committee, established by the Board and consisting of
one or more employee or non-employee directors, the authority, within parameters specified by the Board, to determine
the Eligible Persons to receive Awards; to determine when Awards may be granted and to grant Awards under the Plan;
to determine the size and types of Awards; and to determine the terms and conditions of such Awards; provided,
however that such committee may not grant Awards to Eligible Persons who (i) are subject to Section 16 of the
Exchange Act at the time of grant, or (ii) are at the time of grant, or are anticipated to become during the term of the
Award, ‘‘covered employees’’ as defined in Section 162(m)(3) of the Code. Such committee shall report regularly to the
Committee, who shall report to the Board, regarding any Awards so granted.
3.4 Delivery of Stock by Company; Restrictions on Stock. Notwithstanding any other provision of the Plan, the
Company shall have no liability to deliver any Stock or benefits under the Plan unless the Participant’s tax obligations
have been satisfied as set forth in Article 16 and unless such delivery would comply with all applicable laws (including,
without limitation, the Code, the Securities Act, and the Exchange Act) and applicable requirements of any securities
exchange or similar entity; provided, however, that if the Company cannot deliver any Stock or benefits under the Plan
due to such laws or requirements, the Company shall provide equivalent value to any affected Participant.
The Committee may impose such restrictions on any Stock acquired pursuant to Awards under the Plan as it may
deem advisable, including, without limitation, restrictions to comply with applicable Federal securities laws, with the
requirements of any stock exchange or market upon which such Stock is then listed and/or traded, and with any blue sky
or state securities laws applicable to such Stock.
3.5 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of
the Plan and all related orders or resolutions of the Board shall be final, conclusive, and binding on all persons, including
the Company, its stockholders, Eligible Persons, Employees, Participants, and their Beneficiaries and estates. No member
of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any
Award.
3.6 Costs. The Company shall pay all costs of administration of the Plan.
Article 4. Stock Subject to the Plan
4.1 Number of Shares. Subject to Section 4.2 herein, the maximum number of shares of Stock available for
awards under the Plan shall be 90,230,000 shares (which includes 37,000,000 shares originally provided in the Plan as
approved by stockholders in 2001, 12,000,000 shares as approved by stockholders in 2006, 21,380,000 shares as
approved by stockholders in 2009, and 19,850,000 additional shares approved by stockholders in 2013), plus 6,815,597
B-5
Appendix B
| The Allstate Corporation
PROXY STATEMENT