Allstate 2008 Annual Report Download - page 97

(iii) for Restricted Stock Units or Performance Units, the number of units multiplied by an amount not less than
the initial value thereof; provided, however, the Committee shall not exercise discretion and pay the holder of any
Award in cash or Stock to the extent such Award constitutes deferred compensation for purposes of
Section 409A. Amounts payable may be prorated based upon the number of months elapsed in any related
vesting period or Performance Period, in the sole discretion of the Committee. Except in connection with a
corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, large,
nonrecurring cash dividend, recapitalization, reorganization, merger, consolidation, spin-off or other transaction or
event described in Section 4.2), the terms of outstanding Awards may not be amended to reduce the exercise
price of outstanding Options or SARs or to cancel outstanding Options or SARs in exchange for other Awards or
Options or SARs with an Option Exercise Price or Base Value, as applicable, that is less than the Option Exercise
Price or Base Value of the original Options or SARs, without stockholder approval.
3.3 Delegation of Authority. Notwithstanding the general authority of the Committee to grant Awards under
the Plan, the Board may, by resolution, expressly delegate to another committee, established by the Board and
consisting of one or more employee or non-employee directors, the authority, within parameters specified by the
Board, to determine the Eligible Persons to receive Awards; to determine when Awards may be granted and to
grant Awards under the Plan; to determine the size and types of Awards; and to determine the terms and
conditions of such Awards; provided, however that such committee may not grant Awards to Eligible Persons who
(i) are subject to Section 16 of the Exchange Act at the time of grant, or (ii) are at the time of grant, or are
anticipated to become during the term of the Award, ‘‘covered employees’’ as defined in Section 162(m)(3) of the
Code. Such committee shall report regularly to the Committee, who shall report to the Board, regarding any
Awards so granted.
3.4 Delivery of Stock by Company; Restrictions on Stock. Notwithstanding any other provision of the Plan,
the Company shall have no liability to deliver any Stock or benefits under the Plan unless such delivery would
comply with all applicable laws (including, without limitation, the Code, the Securities Act, and the Exchange Act)
and applicable requirements of any securities exchange or similar entity and unless the Participant’s tax
obligations have been satisfied as set forth in Article 16.
The Committee may impose such restrictions on any Stock acquired pursuant to Awards under the Plan as it
may deem advisable, including, without limitation, restrictions to comply with applicable Federal securities laws,
with the requirements of any stock exchange or market upon which such Stock is then listed and/or traded and
with any blue sky or state securities laws applicable to such Stock.
3.5 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions
of the Plan and all related orders or resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its stockholders, Eligible Persons, Employees, Participants and their estates. No member of
the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any
Award.
3.6 Costs. The Company shall pay all costs of administration of the Plan.
Article 4. Stock Subject to the Plan
4.1 Number of Shares. Subject to Section 4.2 herein, the maximum number of shares of Stock available for
grant under the Plan shall be 70,380,000 shares (which includes the 37,000,000 shares originally provided in the
Plan as approved by stockholders in 2001, as increased to 49,000,000 shares as approved by stockholders in 2006)
plus any shares of Stock remaining for awards pursuant to the terms of The Allstate Corporation Equity Incentive
Plan. The number of shares of Stock to which an Award pertains shall be counted against the maximum share
limitation of this Section 4.1 as two and one-tenth (2.1) shares of Stock for each Full Value Award and as one
(1) share of Stock for each other type of Award. Shares of Stock underlying lapsed or forfeited Awards of
Restricted Stock shall not be treated as having been issued pursuant to an Award under the Plan. Shares of Stock
that are potentially deliverable under an Award that expires or is cancelled, forfeited, settled in cash or otherwise
settled without delivery of shares of Stock shall not be treated as having been issued under the Plan. With respect
to an SAR that is settled in Stock, the full number of shares underlying the exercised portion of the SAR shall be
treated as having been issued under the Plan, regardless of the number of shares used to settle the SAR upon
exercise. Shares of Stock that are tendered or withheld to satisfy tax withholding obligations related to an Award
or to satisfy the Option Exercise Price related to an Option or other Award shall be deemed to be shares of Stock
issued under the Plan. If, before June 30, 2003, the Option Exercise Price is satisfied by tendering Stock, only the
number of shares issued net of the shares tendered shall be deemed issued under the Plan. For avoidance of
C-5
Proxy Statement