Allstate 2008 Annual Report Download - page 90

such objective or subjective standards as the Committee shall determined to be appropriate, in its sole
discretion, and shall retain the discretion to increase or reduce the amount of any Award that would
otherwise be payable to a Participant, including a reduction in such amount to zero.
5. Payment of Awards.
a. Unless the Committee or a Participant elects to defer payment of Awards, Awards under the Plan
shall be paid to Participants as soon as practicable after (i) in the case of Qualified Performance-Based
Awards, the completion of the audit for the Fiscal Year to which performance relates and after the Committee
certifies that the applicable Performance Measures and any other material terms were in fact satisfied, and
(ii) in the case of Awards other than Qualified Performance-Based Awards, the end of the Fiscal Year to
which performance relates; provided, however, that, unless deferred, neither type of Award shall be paid
before January 1 or after March 15 of the year following the Fiscal Year to which performance relates. The
Committee may elect, in its sole discretion and without Participant consent, to defer the payment of all or
part of one or more Awards provided it establishes the terms of such deferred payment in a manner that
does not cause an amount to be subject to taxation under Section 409A of the Code. Participants may also
be permitted to elect to defer payment of all or part of one or more Awards. Any such deferred Awards shall
be paid in accordance with the terms and conditions of the applicable deferred compensation arrangement.
b. Awards shall be paid in cash, less required withholding.
c. To be entitled to receive payment of an Award earned pursuant to the terms of the Plan, except as
provided in Section 5.e. below, a Participant must remain actively employed by the Company or a Subsidiary
through the end of the Fiscal Year to which performance relates (or through such later date as may be
specified by the Committee); provided, however, that Awards shall in all events remain subject to the
Committee’s discretion to reduce or eliminate Awards in its discretion.
d. Failure to satisfy the employment condition set forth in Section 5.c. shall result in forfeiture of any
Award that otherwise would have been earned.
e. If a Participant’s employment terminates due to the Participant’s death, Retirement or disability prior
to satisfaction of the employment condition set forth in Section 5.c., and the Committee has not reduced such
Participant’s Award to zero, the Participant’s Award, which shall be based on actual performance through the
end of the Fiscal Year, will be prorated based on the number of half months the Participant was employed
and eligible to be a Participant during the Fiscal Year. If a Participant dies before receipt of an Award, the
Award will be paid to the Participant’s estate. The Committee shall determine in its sole discretion whether a
Participant’s termination constitutes Retirement or is due to disability.
f. Prorated Awards will be paid at the same time as regular Awards.
g. 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 (i) will review or cause to be
reviewed all Awards paid to the Section 16 Officer pursuant to the Plan on the basis of having met or
exceeded Performance Measures(s) or other measures or goals for Fiscal Years beginning after December 31,
2008 to the extent the Awards relate, in whole or in part, to the periods with respect to which the financial
statements are restated and, if a lesser Award or Awards would have been paid to the Section 16 Officer
based upon the restated financial results, the Board or the committee may, to the extent permitted by
applicable law, recover or cause to be recovered for the benefit of the Company the amount by which the
Section 16 Officer’s Award(s) for the restated period(s) exceeded such lesser Award or Awards, plus a
reasonable rate of interest and (ii) in addition to the foregoing, to the extent permitted by applicable law, may
take or cause to be taken for the benefit of the Company such additional action(s) deemed by the Board or
committee to be appropriate including, without limitation, cancellation of the Section 16 Officer’s outstanding
Award opportunities and recovery (in whole or in part) of any additional amounts relating to prior Awards
paid to the Section 16 Officer under the Plan.
h. While employed and for the one year period following termination of employment, any Participant
who has received an Award under the Plan shall not, directly or indirectly:
(i) other than in connection with the good-faith performance of his or her duties as an employee of
the Company or any Subsidiary, encourage any employee or agent of the Company or Subsidiary to
terminate his or her relationship with the Company or Subsidiary;
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Proxy Statement