Allstate 2008 Annual Report Download - page 29

●Eliminate a provision that authorized the Plan Administrator to allow employees to defer payment of
amounts owed to us with respect to an award or to cause us to guarantee a loan from a third party to the
employee in an amount equal to amounts owed to us with respect to an award;
●Eliminate the dividend equivalent rights feature for any option or stock appreciation right granted under the
Plan;
●Remove a provision that set forth the terms and conditions upon which awards could be substituted with
new awards;
●Expand the list of performance measures that may be used for performance-based awards;
●Provide that the base value of a stock appreciation right may not be less than 100% of the fair market
value of a share of our common stock on the date of grant;
●Replace the specific limitation on the number of shares that may be granted as ‘‘full value’’ awards, which
are awards other than options and stock appreciation rights, with a ‘‘fungible pool’’ method of calculating
the number of shares available for issuance under the Plan, whereby shares issued pursuant to full value
awards granted on or after May 19, 2009 reduce the Plan’s share limit by 2.1 shares and shares issued
pursuant to all other awards reduce the share limit by one share;
●Revise the limitation on incentive stock options to provide that no more than 5,500,000 shares may be
issued pursuant to incentive stock options;
●Provide for immediate vesting of Options upon death after Normal Retirement or Health Retirement; and
●Change the limitation on the maximum amount of performance units that may be granted in any one year
to a participant from a share limit to a dollar limit.
In addition to satisfying New York Stock Exchange stockholder approval requirements and stockholder
approval requirements under the Internal Revenue Code relating to incentive stock options, stockholder approval
of the Plan, as amended and restated, will also constitute reapproval of the performance goals and other material
terms of the Plan for purposes of Section 162(m) of the Internal Revenue Code.
The following is a summary of the material features of the Plan. The Plan was amended and restated by the
Board on March 10, 2009. This summary is qualified in its entirety by reference to Appendix C, which contains the
complete text of the Plan.
Summary of the Amended and Restated 2009 Equity Incentive Plan
Administration
The Plan provides that the Compensation and Succession Committee or another committee appointed by the
Board consisting solely of two or more non-employee members of the Board (‘‘Plan Administrator’’) shall
administer the Plan. The Plan Administrator has full and final authority under the Plan to determine eligibility,
types, and terms of awards and to interpret and administer the Plan. The Compensation and Succession
Committee, as Plan Administrator, appointed a subcommittee, currently comprised solely of the Committee
chairman. This subcommittee has the authority to grant restricted stock and restricted stock units to eligible
employees who are not subject to Section 16 of the Securities Exchange Act of 1934, in certain new hire
situations that occur between regularly scheduled Committee meetings. In addition, in 2008 the Board delegated
to the Equity Award Committee, consisting of the person who at any time holds the office of chief executive
officer provided such person is a director of the Corporation, the authority to grant restricted stock units and
nonqualified stock options to eligible employees who are not subject to Section 16 of the Securities Exchange Act
of 1934, in certain new hire situations, in connection with promotions, and to recognize key contributions that
occur between regularly scheduled Committee meetings.
Prohibition on Repricing of Options and Stock Appreciation Rights
Except in connection with a corporate transaction involving Allstate, including, for example, a stock dividend,
stock split, large, nonrecurring cash dividend, recapitalization, reorganization, merger, consolidation, spin-off, or
other transaction or event described in the Plan’s award adjustment provisions, the Plan Administrator may not
amend outstanding options or stock appreciation rights to reduce the exercise price or base value of the award or
to cancel options or stock appreciation rights in exchange for other awards or options or stock appreciation rights
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Proxy Statement