Allstate 2008 Annual Report Download - page 105

Article 15. Amendment, Modification and Termination
The Board may, at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in
part, provided that no amendment shall be made which shall increase the total number of shares of Stock that
may be issued under the Plan, materially modify the requirements for participation in the Plan, or materially
increase the benefits accruing to Participants under the Plan, in each case unless such amendment is approved
by the stockholders of the Company.
No termination, amendment or modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the Participant holding such Award, unless such
termination, modification or amendment is required by applicable law and except as otherwise provided herein.
Article 16. Payment for Awards and Withholding
16.1 Payment for Awards. In the event a Participant elects to pay the Option Exercise Price or make
payment for any other Award through tender of previously acquired Stock, (i) only a whole number of share(s) of
Stock (and not fractional shares of Stock) may be tendered in payment, (ii) such Participant must present
evidence acceptable to the Company that he has owned any such shares of Stock tendered in payment (and that
such shares of Stock tendered have not been subject to any substantial risk of forfeiture) for at least six months
prior to the date of exercise and (iii) Stock must be tendered to the Company, either by actual delivery of the
shares or by attestation. When payment is made by tender of Stock, the difference, if any, between the aggregate
amount payable and the Fair Market Value of the share(s) of Stock tendered in payment (plus any applicable
taxes) shall be paid by check. No Participant may tender shares of Stock having a Fair Market Value exceeding
the aggregate Option Exercise Price or other payment due.
16.2 Notification under Section 83(b). The Committee may, on the grant date or any later date, prohibit a
Participant from making the election described below. If the Committee has not prohibited such Participant from
making such election, and the Participant shall, in connection with the exercise of any Option, or the grant of any
share of Restricted Stock, make the election permitted under Section 83(b) of the Code (i.e., an election to include
in such Participant’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code),
such Participant shall notify the Company of such election within 10 days of filing notice of the election with the
Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under
the authority of Section 83(b) of the Code.
16.3 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount (including any Stock withheld as provided below) sufficient to
satisfy 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 and Non-Solicitation
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 may, to the extent permitted by
applicable law,
(i) cancel or cause to be cancelled any or all of the Section 16 Officer’s outstanding Awards granted after
May 19, 2009;
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