Allstate 2008 Annual Report Download - page 102

Payment of Restricted Stock Units shall be made after the last day of the Period of Restriction applicable
thereto. The Committee, in its sole discretion, may pay Restricted Stock Units in cash or in shares of Stock of
equivalent value (or in some combination thereof).
8.6 Voting Rights. During the Period of Restriction, Participants may exercise full voting rights with respect
to the Restricted Stock.
8.7 Dividends and Other Distributions. Subject to the Committee’s right to determine otherwise at the time
of grant, during the Period of Restriction, Participants shall receive all cash dividends, other than large,
nonrecurring cash dividends, paid with respect to the Restricted Stock while they are so held. All other
distributions paid with respect to such Restricted Stock shall be credited to Participants subject to the same
restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid and
shall be paid to the Participant promptly after the full vesting of the Restricted Stock with respect to which such
distributions were made.
Rights, if any, to Dividend Equivalents on Restricted Stock Units shall be established by the Committee at the
time of grant and set forth in the Award Agreement.
8.8 Termination. Each Restricted Stock/Restricted Stock Unit Award Agreement shall set forth the extent to
which the Participant shall have the right to receive Restricted Stock and/or a Restricted Stock Unit payment
following termination of the Participant’s employment with the Company and its Subsidiaries. Such provisions shall
be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into
with Participants, need not be uniform among all grants of Restricted Stock/Restricted Stock Units or among
Participants and may reflect distinctions based on the reasons for termination.
To the extent the Restricted Stock/Restricted Stock Unit Award Agreement does not set forth termination
provisions, the provisions of Article 13 shall control.
Article 9. Performance Units and Performance Stock
9.1 Grant of Performance Units and Performance Stock. Subject to the terms and conditions of the Plan,
Performance Units and/or Performance Stock may be granted to an Eligible Person at any time and from time to
time, as shall be determined by the Committee.
The Committee shall have complete discretion in determining the number of Performance Units and/or shares
of Performance Stock granted to each Eligible Person (subject to Article 4 herein) and, consistent with the
provisions of the Plan, in determining the terms and conditions pertaining to such Awards.
9.2 Performance Unit/Performance Stock Award Agreement. Each grant of Performance Units and/or shares
of Performance Stock shall be evidenced by a Performance Unit and/or Performance Stock Award Agreement that
shall specify the number of Performance Units and/or shares of Performance Stock granted, the initial value (if
applicable), the Performance Period, the Performance Goals and such other provisions as the Committee shall
determine, including but not limited to special provisions relating to a change of control and any rights to
Dividend Equivalents.
9.3 Value of Performance Units/Performance Stock. Each Performance Unit shall have an initial value that is
established by the Committee at the time of grant. The value of a share of Performance Stock shall be equal to
the Fair Market Value of the Stock. The Committee shall set Performance Goals in its discretion which, depending
on the extent to which they are met, will determine the number and/or value of Performance Units/Performance
Stock that will be paid out to the Participants.
9.4 Earning of Performance Units/Performance Stock. After the applicable Performance Period has ended,
the Participant shall be entitled to receive a payout with respect to the Performance Units/Performance Stock
earned by the Participant over the Performance Period, to be determined as a function of the extent to which the
corresponding Performance Goals have been achieved.
9.5 Form and Timing of Payment of Performance Units/Performance Stock. Payment of earned Performance
Units/Performance Stock shall be made following the close of the applicable Performance Period. The Committee,
in its sole discretion, may pay earned Performance Units/Performance Stock in cash or in Stock (or in a
combination thereof), which has an aggregate Fair Market Value equal to the value of the earned Performance
Units/Performance Stock at the close of the applicable Performance Period. Such Stock may be granted subject to
any restrictions deemed appropriate by the Committee.
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Proxy Statement