Allstate 2008 Annual Report Download - page 32

performance or a relative comparison of entity performance to the performance of a peer group of entities or
other external measure.
Fungible Pool
Each share granted pursuant to an option or stock appreciation right (and, if granted before May 19, 2009,
any other form of award) will reduce the number of shares available for issuance under the Plan by one share,
and each share granted pursuant to awards granted on or after May 19, 2009, other than pursuant to options and
stock appreciation rights, will reduce the number of shares available for issuance by 2.1 shares.
Limits on Awards
No more than 5,500,000 shares may be issued pursuant to incentive stock options. So that awards will qualify
as ‘‘performance-based compensation’’ under Section 162(m) of the Internal Revenue Code, the Plan also contains
the following per-participant limitations on awards:
●The total number of shares of stock with respect to which options or stock appreciation rights may be
granted in any calendar year to any participant may not exceed 4,000,000 shares;
●The total number of shares of restricted stock or restricted stock units intended to qualify as performance-
based compensation that may be granted in any calendar year to any participant may not exceed 3,000,000
shares or units, as the case may be;
●The total number of shares of performance stock that may be granted in any calendar year to any
participant may not exceed 4,000,000 shares and the maximum amount payable pursuant to performance
units granted in any one calendar year to any participant may not exceed $10,000,000;
●The total number of shares of stock granted pursuant to other awards that are intended to qualify as
performance-based compensation in any calendar year to any participant may not exceed 4,000,000 shares;
●The total cash award that is intended to qualify as performance-based compensation that may be paid
pursuant to other awards granted in any one calendar year to any participant may not exceed $10,000,000;
and
●The aggregate value of cash dividends (other than large, nonrecurring cash dividends) or dividend
equivalents that are intended to qualify as performance-based compensation that a participant may receive
in any calendar year may not exceed $11,500,000.
Elective Share Withholding
An employee may irrevocably elect to have shares withheld with a fair market value in an amount required to
satisfy the minimum federal, state, and local tax withholding requirements upon the exercise of an option or stock
appreciation right, the vesting of a restricted stock or restricted stock unit award, or any other taxable event in
respect to an award granted under the Plan.
Limits on Transferability
In general, each award shall not be assignable or transferable other than by will or the laws of descent and
distribution. Vested portions of nonqualified options may be transferred to certain family members or to a trust,
foundation, or any other entity meeting certain ownership requirements. However, in no event may a transfer be
made for consideration.
Forfeitability
Unless otherwise provided by the Plan Administrator or in an award agreement, subject to exceptions for
death, disability, and retirement, an employee will forfeit all unexercised options three months after termination of
employment unless the Plan Administrator determines otherwise, and all other unvested awards shall terminate
and be forfeited on the date of an employee’s termination of employment or failure to achieve specific
performance goals.
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Proxy Statement