EXHIBIT 10.7
THE ALLSTATE
CORPORATION
DEFERRED COMPENSATION
PLAN FOR NON-EMPLOYEE
DIRECTORS
AMENDED AND RESTATED AS OF
SEPTEMBER 15, 2008
I.
Purpose .
The purpose of this Plan is to offer
non-employee members of the Board of Directors of the Company the
opportunity to defer receipt of cash compensation to which they
would otherwise be entitled for services rendered as directors of
the Company, as an incentive to their continued participation as
such directors. The Plan was amended and restated as of
September 15, 2008, to bring the Plan into documentary
compliance with Section 409A. The changes made to the
Plan’s provisions pursuant to the amendment and restatement
apply only to Non-Grandfathered Amounts. Grandfathered
Amounts remain subject to the provisions of the Plan as in effect
prior to the effective date of the amendment and restatement, it
being expressly intended that such Grandfathered Accounts remain
exempt from the requirements of Section 409A. For ease
of reference, the provisions of the Plan applicable to
Grandfathered Accounts as well as the provisions of the Plan
applicable to Non-Grandfathered Accounts are reflected in this
document.
II.
Definitions.
A.
“ Account ” and
“ Accounts ” shall have the meanings given to
those terms in Section IV.
B.
“ Beneficiary ”
shall mean the person or persons designated from time to time in
writing by a Participant to receive payments under the Plan after
the death of such Participant, or, in the absence of any such
designation or in the event that such designated person or persons
shall predecease such Participant, his estate.
C.
“ Code ” shall
mean the Internal Revenue Code of 1986, as amended.
D.
“ Committee ”
shall mean the Nominating and Governance Committee of the Board of
Directors of the Company.
E.
“ Common Share Unit
” shall mean a Deferred Amount which is converted into a unit
or fraction of a unit for purposes of the Plan by dividing a dollar
amount by the Fair Market Value of one share of the Company’s
Common Stock.
F.
“ Common Stock ”
shall mean the Common Stock, par value $.01 per share, of the
Company.
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G.
“ Company ” shall
mean The Allstate Corporation.
H.
“ Compensation ”
shall mean cash payments which the Participant would otherwise
receive from the Company for services rendered as a Non-Employee
Director, including retainer fees and meeting fees.
I.
“ Deferred Amount
” shall mean an amount of Compensation deferred under the
Plan and carried during the deferral period in any Account provided
for in the Plan.
J.
“ Disability ”
shall mean, with respect to a Participant’s Non-Grandfathered
Account, the Participant’s inability to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months. With respect to a
Participant’s Grandfathered Account, the term
“Disability” shall have the same meaning such term had
under the Plan as of December 31, 2004.
K.
“ Distribution Date
” shall mean the date amounts reflected in a
Participant’s Account are distributed (if the Participant has
elected a lump sum) or commence (if the Participant has elected
installments).
L.
“ Dividend Equivalent
” shall mean an amount equal to the cash dividend paid on one
share of the Company’s Common Stock credited to an Account
for each Common Share Unit credited to such Account.
M.
“ Fair Market Value
” shall mean 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.
N.
“ Grandfathered Account
” shall mean an Account maintained on the Company’s
books to accurately reflect the balance of the Participant’s
Grandfathered Amounts.
O.
“ Grandfathered Amounts
” shall mean amounts under the Plan that are not subject to
Section 409A, which shall include amounts deferred under the
Plan before January 1, 2005 (as adjusted for earnings and
losses pursuant to Article IV of the Plan), provided that the
Plan is not materially modified with respect to such amounts after
October 3, 2004, as determined under Treasury Regulations
Section 1.409A-6(a).
P.
“ Non-Employee Director
” shall mean any member of the Board of Directors of the
Company who is not an officer or employee of the Company or any of
its Subsidiaries.
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Q.
“ Non-Grandfathered
Account ” shall mean an Account maintained on the
Company’s books to accurately reflect the balance of the
Participant’s Non-Grandfathered Amounts.
R.
“ Non-Grandfathered
Amounts ” shall mean amounts under the Plan that are
subject to Section 409A, which shall include amounts deferred
under the Plan on or after January 1, 2005 (as adjusted for
earnings and losses pursuant to Article IV of the Plan) and
amounts deferred under the Plan prior to January 1, 2005, to
the extent the Plan is materially modified with respect to such
amounts after October 3, 2004, as determined under Treasury
Regulations Section 1.409A-6(a).
S.
“ Notice of Election
” shall mean a notice in writing signed by a Non-Employee
Director which specifies the type and amount of Compensation to be
deferred (or to be discontinued from deferral), the Account or
Accounts to which any Deferred Amount is to be credited, the date
and manner of distribution of any Deferred Amount and such other
information as may be requested by the Company.
T.
“ Participant ”
shall mean any Non-Employee Director who elects to defer any amount
of Compensation under the Plan.
U.
“ Plan ” shall
mean The Allstate Corporation Amended and Restated Deferred
Compensation Plan for Non-Employee Directors, as it may be amended
from time to time.
V.
“ S&P 500 Index
” shall mean the Standard & Poor’s 500
Composite Stock Price Index.
W.
“ Section 409A
” shall mean Section 409A of the Code, related
regulations and other applicable guidance promulgated with respect
thereto.
X.
“ Secretary ”
shall mean the duly elected Secretary of the Company.
Y.
“ Sub-Accounts ”
shall have the meaning given to that term in
Section IV.
Z.
“ Subsequent Election
Form ” shall mean the form described in Section V.C
pursuant to which a Participant may elect to delay the Distribution
Date and/or change the form of payment of an amount under the
Plan.
AA.
“ Subsidiary ”
means any partnership, corporation, association, limited liability
company, joint stock company, trust, joint venture, unincorporated
organization or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or
trustees thereof is at
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the time owned or controlled,
directly or indirectly, by the Company or one or more of the other
Subsidiaries of the Company or a combination thereof, or
(ii) if a partnership, association, limited liability company,
joint stock company, trust, joint venture, unincorporated
organization or other business entity, a majority of the
partnership or other similar equity ownership interest thereof is
at the time owned or controlled, directly or indirectly, by the
Company or one or more Subsidiaries of the Company or a combination
thereof. For purposes hereof, the Company or a Subsidiary
shall be deemed to have a majority ownership interest in a
partnership, association, limited liability company, joint stock
company, trust, joint venture, unincorporated organization or other
business entity if the Company or such Subsidiary shall be
allocated a majority of partnership, association, limited liability
company, joint stock company, trust, joint venture, unincorporated
organization or other business entity gains or losses or shall be
or control the managing director, the trustee, the manager or the
general partner of such partnership, association, limited liability
company, joint stock company, trust, joint venture, unincorporated
organization or other business entity.
BB.
“ Unforeseeable
Emergency ” shall mean (i) with respect to
Participant’s Non-Grandfathered Account, a severe financial
hardship to the Participant resulting from an illness or accident
of the Participant, the Participant’s spouse, the
Participant’s beneficiary, or the Participant’s
dependent (as defined in Section 152 of the Code, without
regard to Sections 152(b)(1), 152(b)(2) and
152(d)(1)(B) of the Code); loss of the Participant’s
property due to casualty; or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the control of the Participant; but shall not include any of the
foregoing to the extent such emergency is or may be relieved
through reimbursement or compensation from insurance or otherwise,
by liquidation of the Participant’s assets (to the extent the
liquidation of such assets would not cause severe financial
hardship), or by cessation of deferrals under the Plan and
(ii) with respect to a Participant’s Grandfathered
Account, an emergency or unexpected situation in the
Participant’s financial affairs including, but not limited
to, illness or accident involving the Participant or his/her
dependents which, in the opinion of the Committee, presents a
severe economic difficulty to the Participant, due to which a
distribution of the balance of such Grandfathered Account is
appropriate.
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III.
Election to Defer
Compensation.
Each Non-Employee Director may elect
to defer the payment of all or any part of his or her Compensation
into a specified Account by executing and delivering to the
Secretary a Notice of Election. Subject to the next sentence,
an election to defer payment of Compensation shall continue in
effect with respect to all future Compensation until revoked or
revised by the execution and delivery to the Secretary of a
subsequent Notice of Election. Except as otherwise provided
in Section V.D (relating to a Participant’s
Grandfathered Account), any such revocation or revision of a Notice
of Election shall apply only with respect to Compensation to be
earned in calendar years following the calendar year in which the
revocation or revision is filed. Except as otherwise provided
in Section V.D (relating to a Participant’s
Grandfathered Account), each Notice of Elec
