Allstate 2011 Annual Report Download - page 61

ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION(1)
The table below describes 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 termination scenario. The total column in the following table does not reflect
compensation or benefits previously accrued or earned by the named executives such as deferred compensation
and non-qualified pension benefits. The payment of the 2010 annual cash incentive award and any 2010 salary
earned but not paid in 2010 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, 2010, employment termination date.
Restricted Welfare Excise Tax
Stock Options— Stock Units— Benefits and Reimbursement
Unvested and Unvested and Outplacement and Tax
Severance Accelerated Accelerated Services Gross-Up(2) Total
Name ($) ($) ($) ($) ($) ($)
Mr. Wilson
Voluntary Termination/ Retirement(3) 00 0 0 0 0
Involuntary Termination 0 0 0 0 0 0
Termination due to Change-in-Control(4) 12,128,577 8,680,352 8,359,669 55,800(5) 0 29,224,398
Death 0 8,680,352 8,359,669 0 0 17,040,021
Disability 0 8,680,352 0 7,771,815(6) 0 16,452,167
Mr. Civgin
Voluntary Termination/ Retirement(3) 00 0 0 0 0
Involuntary Termination 0 0 0 0 0 0
Termination due to Change-in-Control(4) 3,492,589 2,327,045 1,873,173 35,164(5) 1,796,419 9,524,390
Death 0 2,327,045 1,873,173 0 0 4,200,218
Disability 0 2,327,045 0 3,289,101(6) 0 5,616,146
Mr. Lacher
Voluntary Termination/ Retirement(3) 00 0 0 0 0
Involuntary Termination 0 0 0 0 0 0
Termination due to Change-in-Control(4) 4,512,763 333,550 1,395,005 35,771(5) 2,124,612 8,401,701
Death 0 333,550 1,395,005 0 0 1,728,555
Disability 0 333,550 0 3,421,847(6) 0 3,755,397
Ms. Mayes
Voluntary Termination/ Retirement(3) 0 1,900,914 1,873,014 0 0 3,773,928
Involuntary Termination 0 0 0 0 0 0
Termination due to Change-in-Control(4) 3,429,694 1,900,914 1,873,014 25,944(5) 1,636,171 8,865,737
Death 0 1,900,914 1,873,014 0 0 3,773,928
Disability 0 1,900,914 0 985,427(6) 0 2,886,341
Mr. Winter
Voluntary Termination/ Retirement(3) 00 0 0 0 0
Involuntary Termination 0 0 0 0 0 0
Termination due to Change-in-Control(4) 4,189,038 121,150 934,212 35,761(5) 1,561,672 6,841,833
Death 0 121,150 934,212 0 0 1,055,362
Disability 0 121,150 0 2,220,468(6) 0 2,341,618
(1) A ‘‘0’’ indicates that either there is no amount payable to the named executive or no amount payable to the named executive that is
not also made available to all salaried employees.
(2) Certain payments made as a result of a change in control are subject to a 20% excise tax imposed on the named executive by
Section 4999 of the Code. The Excise Tax Reimbursement and Tax Gross-up is the amount Allstate would pay to the named executive
as reimbursement for the 20% excise tax plus a tax gross-up for any taxes incurred by the named executive resulting from the
reimbursement of such excise tax. The estimated amounts of reimbursement of any resulting excise taxes were determined without
regard to the effect that restrictive covenants and any other facts and circumstances may have on the amount of excise taxes, if any,
that ultimately might be payable in the event these payments were made to a named executive which is not subject to reliable
advance prediction or a reasonable estimate. Allstate believes providing an excise tax gross-up mitigates the possible disparate tax
treatment for similarly situated employees and is appropriate in this limited circumstance to prevent the intended value of a benefit
from being significantly and arbitrarily reduced. However, starting in 2011, new change-in-control agreements will not include an
excise tax gross-up provision.
(3) As of December 31, 2010, only Ms. Mayes is eligible to retire in accordance with Allstate’s policy and the terms of its equity incentive
compensation and certain benefit plans.
Footnotes continue
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Proxy Statement