Allstate 2008 Annual Report Download - page 33

Clawback
In the event of a restatement of our financial results to correct a material error or inaccuracy resulting in
whole or in part from the fraud or intentional misconduct of an officer who is subject to Section 16 of the
Securities Exchange Act of 1934, as determined by our Board or a committee of our Board, to the extent
permitted by applicable law we may take such actions as we determine to be appropriate to recover
compensation provided to the participant under the Plan, including without limitation cancellation of outstanding
awards or recovery of all or a portion of any gain realized upon vesting, settlement, or exercise of an award or
recovery of all or a portion of any proceeds resulting from any disposition of shares received pursuant to an
award.
The Plan also contains nonsolicitation covenants that apply to all participants while they are employed and
for the one year period following termination of employment. If a participant violates any of the nonsolicitation
provisions, as determined by our Board or a committee of our Board, to the extent permitted by applicable law we
may take such actions as we determine to be appropriate to recover compensation provided to the participant
under the Plan, including without limitation cancellation of outstanding awards or recovery of all or a portion of
any gain realized upon vesting, settlement, or exercise of an award or recovery of all or a portion of any proceeds
resulting from any disposition of shares received pursuant to an award if the vesting, settlement, or exercise of
the award or the receipt of the sale proceeds occurred during the 12-month period prior to the violation.
Adjustments for Certain Events
The Plan Administrator will make proportional adjustments to the maximum number of shares of common
stock that may be delivered under the Plan and to outstanding awards to reflect stock dividends, stock splits,
spin-offs, rights offerings, recapitalizations, mergers, consolidations, reorganizations, liquidations, or similar events.
The Plan Administrator may provide in awards for accelerated vesting and other rights in the event of a change of
control.
Amendment, Modification, and Termination of the Plan
The Board may amend, alter, suspend, or terminate the Plan at any time and in any respect, provided that no
amendment shall (1) increase the total number of shares of common stock that can be issued under the Plan,
(2) materially modify the requirements for participation in the Plan, or (3) materially increase the benefits accruing
to employees under the Plan, unless in each instance the amendment is approved by our stockholders. No
amendment, modification, or termination of the Plan may materially affect in an adverse way any award then
outstanding under the Plan, without an employee’s written consent, unless otherwise provided in the Plan or
required by applicable law.
Duration of the Plan
The Plan will remain in effect until the shares are exhausted or until such earlier time as the Board may
determine.
Federal Income Tax Consequences
The following is a general summary of the United States federal income tax consequences related to awards
that have been or may be granted under the Plan. These federal tax laws may change and the federal, state, and
local tax consequences for any employee will depend upon his or her individual circumstances. This summary
does not address all potential tax consequences related to awards, such as estate and gift taxes, foreign taxes,
and state and local taxes.
Nonqualified Stock Options.
Generally an employee will not have any taxable income and we are not entitled to any deduction on the
grant of a nonqualified stock option. Upon the exercise of a nonqualified stock option, (or, generally, upon the
exercise of an incentive stock option followed by a disqualifying disposition, described below), the employee
recognizes ordinary income equal to the excess of the fair market value of the shares acquired over the option
exercise price, if any, on the date of exercise. We are generally entitled to a deduction equal to the compensation
taxable to the employee as ordinary income, except to the extent such deduction is limited by applicable
provisions of the Internal Revenue Code. Any such income is also considered wages and, as such, is subject to
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Proxy Statement