Allstate 2008 Annual Report Download - page 94

2.10 Dividend Equivalent means, with respect to Stock subject to an Award (other than an Option or SAR), a
right to be paid an amount equal to cash dividends, other than large, nonrecurring cash dividends, declared on an
equal number of outstanding shares of Stock.
2.11 Eligible Person means a Person who is eligible to participate in the Plan, as set forth in Section 5.1
herein.
2.12 Employee means an individual who is paid on the payroll of the Company or of one of the Company’s
Subsidiaries, who is not covered by any collective bargaining agreement to which the Company or any of its
Subsidiaries is a party, and is classified on the employer’s human resource payroll system as a regular full-time or
regular part-time employee.
2.13 Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, or any
successor act thereto.
2.14 Exercise Period means the period during which an SAR or Option is exercisable, as set forth in the
related Award Agreement.
2.15 Fair Market Value means the price at which a share of the Stock was last sold in the principal United
States market for the Stock as of the date for which fair market value is being determined.
2.16 Family Member means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, or
sibling, including adoptive relationships, a trust in which these persons have more than fifty (50) percent of the
beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and
any other entity in which these persons (or the Employee) own more than fifty (50) percent of the voting interests.
2.17 Freestanding SAR means an SAR that is not a Tandem SAR.
2.18 Full-Value Award means an Award granted on or after May 19, 2009, other than an Option or a SAR.
2.19 Incentive Stock Option or ISO means an option to purchase Stock, granted under Article 6 herein, which
is designated as an Incentive Stock Option and satisfies the requirements of Section 422 of the Code.
2.20 Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant
to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation
Law.
2.21 Nonqualified Stock Option or NQSO means an option to purchase Stock, granted under Article 6 herein,
which is not intended to be an Incentive Stock Option under Section 422 of the Code.
2.22 Option means an Incentive Stock Option or a Nonqualified Stock Option.
2.23 Option Exercise Price means the price at which a share of Stock may be purchased by a Participant
pursuant to an Option, as determined by the Committee and set forth in the Option Award Agreement.
2.24 Participant means an Eligible Person who has outstanding an Award granted under the Plan.
2.25 Performance-Based Compensation means an Award intended to qualify for the exemption from the
limitation on deductibility imposed by Section 162(m) of the Code as set forth in Section 162(m)(4)(C) of the
Code.
2.26 Performance Goals means the performance goals established by the Committee, which shall be based on
one or more of the following measures: sales, revenues, premiums, financial product sales, earnings per share,
stockholder return and/or value, funds from operations, operating income, gross income, net income, combined
ratio, underwriting income, cash flow, return on equity, return on capital, return on assets, values of assets, market
share, net earnings, earnings before interest, operating ratios, stock price, customer satisfaction, customer
retention, customer loyalty, strategic business criteria based on meeting specified revenue goals, market
penetration goals, investment performance goals, business expansion goals or cost targets, accomplishment of
mergers, acquisitions, dispositions or similar extraordinary business transactions, profit returns and margins,
financial return ratios, market performance and/or risk-based capital goals or returns. Performance Goals may be
based solely on a corporate, subsidiary, business unit or other grouping basis, or a combination thereof.
Performance Goals may reflect absolute entity performance or a relative comparison of entity performance to the
performance of a peer group of entities or other external measure.
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Proxy Statement