Allstate 2008 Annual Report Download - page 75

cause, our sole obligation is to pay the named executive a lump-sum cash amount equal to all amounts earned
and due to be paid, but unpaid, as of the termination date.
If a named executive incurs legal fees or other expenses in an effort to enforce the change-in-control
agreement, Allstate will reimburse the named executive for these expenses unless it is established by a court that
the named executive had no reasonable basis for his claim or acted in bad faith.
Effective upon a change-in-control, the named executives become subject to covenants prohibiting
competition and solicitation of employees, customers, and suppliers at any time until one year after termination of
employment.
The following table describes the estimated compensation or benefits that would be provided by Allstate
Insurance Company or The Allstate Corporation to the named executives, except Mr. Hale who retired on
March 31, 2008, in the event of a change-in-control—other than compensation and benefits generally available to
all salaried employees. The amount of compensation payable to each named executive or the value of benefits
provided to the named executives that exceed the compensation or benefits generally available to all salaried
employees in each situation is listed in the table below. The payment of the 2008 annual cash incentive award,
the 2006-2008 long-term cash incentive award and any 2008 salary earned but not paid in 2008 due to Allstate’s
payroll cycle are not included in these tables because these amounts are payable to the named executives
regardless of termination, death or disability. Benefits and payments are calculated assuming a December 31,
2008 employment termination date or change-in-control.
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Proxy Statement