EXHIBIT 10.6
THE ALLSTATE
CORPORATION
2006 EQUITY COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
As Amended and Restated effective as of
September 15, 2008
ARTICLE I. ESTABLISHMENT,
PURPOSE AND DURATION
Section 1.1.
Establishment
of the Plan . The Allstate
Corporation, a Delaware corporation (hereinafter referred to as the
“ Company ”), hereby establishes an equity
compensation plan for non-employee directors, to be known as
“The Allstate Corporation 2006 Equity Compensation Plan for
Non-Employee Directors” (hereinafter referred to as the
“ Plan ”), as set forth in this document.
The Plan permits the grant of Stock Options, Election Shares,
Stock, Restricted Stock, and Restricted Stock Units to Non-Employee
Directors of the Company.
Section 1.2.
Purpose of the
Plan . The purpose of the
Plan is to promote the success and enhance the value of the Company
by linking the personal interests of members of the Company’s
Board of Directors (the “ Board ”) to those of
Company stockholders and customers. The Plan is further
intended to assist the Company in its ability to motivate, attract
and retain highly qualified individuals to serve as directors of
the Company.
Section 1.3.
Duration of
the Plan . The Plan shall become
effective when approved by the stockholders at the 2006 Annual
Meeting of Stockholders on May 16, 2006 (the “
Effective Date ”) and shall remain in effect, subject
to the right of the Board to terminate the Plan at any time
pursuant to Article X herein, until all shares of Stock
subject to the Plan shall have been purchased or acquired according
to the Plan’s provisions.
ARTICLE II.
DEFINITIONS
Whenever used in the Plan, the following terms
shall have the meanings set forth below and, when such meaning is
intended, the initial letter of the word is capitalized:
Section 2.1.
“
Award ” means, individually or collectively, a grant
under the Plan of Stock Options, Election Shares, Stock, Restricted
Stock, and Restricted Stock Units or any other type of award
permitted under Article IX.
Section 2.2.
“ Award
Agreement ” means an agreement setting forth the terms
and provisions applicable to an Award granted to a Participant
under the Plan.
Section 2.3.
“
Board ” shall have the meaning set forth in
Section 1.2 herein.
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Section 2.4.
“ Change
of Control ” means, except as otherwise provided at the
end of this Section, the occurrence of any one or more of the
following:
(a) ( Voting Power) any
Person or group (as such term is defined in Treasury Regulation
Section 1.409A-3(i)(5)(v)(B)), other than a Subsidiary or any
employee benefit plan (or any related trust) of the Company or any
of its Subsidiaries, acquires or has acquired during the 12-month
period ending on the date of the most recent acquisition by such
Person or Persons, ownership of stock of the Company possessing 30%
or more of the combined voting power of all Voting Securities of
the Company (such a Person or group that is not a Similarly Owned
Company (as defined below), a “ More than 30% Owner
”), except that no Change of Control shall be deemed to have
occurred solely by reason of such ownership by a corporation with
respect to which both more than 70% of the common stock of such
corporation and Voting Securities representing more than 70% of the
combined voting power of the Voting Securities of such corporation
are then owned, directly or indirectly, by the Persons who were the
direct or indirect owners of the common stock and Voting Securities
of the Company immediately before such acquisition in substantially
the same proportions as their ownership, immediately before such
acquisition, of the common stock and Voting Securities of the
Company, as the case may be (a “ Similarly Owned
Company ”); or
(b) ( Majority
Ownership) any Person or group (as such term is defined in
Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than
a Subsidiary or any employee benefit plan (or any related trust) of
the Company or any of its Subsidiaries, acquires ownership of more
than 50% of the voting power of all Voting Securities of the
Company or of the total fair market value of the stock of the
Company (such a Person or group that is not a Similarly Owned
Company, a “ Majority Owner ”), except that no
Change of Control shall be deemed to have occurred solely by reason
of such ownership by a Similarly Owned Company ;
or
(c) ( Board
Composition) a majority of the members of the Board is replaced
during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the Board
before the date of the appointment or election (“ Board
Turnover ”); or
(d) ( Reorganization)
the consummation of a merger, reorganization, consolidation, or
similar transaction, or of a plan or agreement for the sale or
other disposition of all or substantially all of the consolidated
assets of the Company, or a plan of liquidation of the Company (any
of the foregoing, a “ Reorganization Transaction
”) that, does not qualify as an Exempt Reorganization
Transaction.
Notwithstanding anything contained herein to the
contrary: (i) no transaction or event shall constitute a
Change of Control for purposes of this Plan unless the transaction
or event constituting the Change of Control also constitutes a
change in the ownership of a corporation (as defined in Treasury
Regulation Section 1.409A-3(i)(5)(v)), a change in effective
control of a
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corporation (as defined in Treasury Regulation
Section 1.409A-3(i)(5)(vi)) or a change in the ownership of a
substantial portion of the assets of a corporation (as defined in
Treasury Regulation Section 1.409A-3(i)(5)(vii)); and
(ii) no sale or disposition of one or more Subsidiaries
(“Sale Subsidiary”) or the assets thereof shall
constitute a Change of Control for purposes of this Plan if the
investments in and advances by the Company and its Subsidiaries
(other than the Sale Subsidiaries) to such Sale Subsidiary as of
immediately prior to the sale or disposition determined in
accordance with Generally Accepted Accounting Principles
(“GAAP”) (but after intercompany eliminations and net
of the effect of intercompany reinsurance) are less than 51% of the
Consolidated Total Shareholders’ Equity of the Company as of
immediately prior to the sale or disposition. Consolidated
Total Shareholders’ Equity means, at any date, the total
shareholders’ equity of the Company and its Subsidiaries at
such date, as reported in the consolidated financial statements
prepared in accordance with GAAP.
Section 2.5.
“
Code ” means the Internal Revenue Code of 1986, as
amended from time to time.
Section 2.6.
“
Committee ” means the Company’s Nominating and
Governance Committee or such other committee as the Board shall
select.
Section 2.7.
“
Company ” shall have the meaning set forth in
Section 1.1 herein, or any successor to the Company as
provided in Article XI herein.
Section 2.8.
“
Disability ” means an impairment which renders a
Participant disabled within the meaning of Code Section
409A(a)(2)(C).
Section 2.9.
“
Dividend Equivalent ” means, with respect to Stock
subject to an Award, a right to be paid an amount equal to cash
dividends declared on an equal number of outstanding shares of
Stock.
Section 2.10.
“
Effective Date ” shall have the meaning set forth in
Section 1.3 herein.
Section 2.11.
“
Election Shares ” means any shares of Stock issued to
a Non-Employee Director pursuant to the election of such person to
receive such shares of Stock in lieu of cash compensation made in
accordance with Section 8.2 herein.
Section 2.12.
“
Exchange Act ” means the Securities Exchange Act of
1934, as amended from time to time, or any successor act
thereto.
Section 2.13.
“ Exempt
Reorganization Transaction ” means a Reorganization
Transaction (as that term is defined in Section 2.4(d)) that
fails to result in (a) any Person or group (as such term is
defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B))
becoming a More than 30% Owner (as that term is defined in
Section 2.4(a)) or a Majority Owner (as that term is defined
in Section 2.4(b)), (b) Board Turnover (as that term is
defined in Section 2.4(c)), or (c) a sale or
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disposition to any Person or
group (as such term is defined in Treasury Regulation
Section 1.409A-3(i)(5)(v)(B)) of the assets of the Company
that have a total Gross Fair Market Value equal to at least forty
percent (40%) of the total Gross Fair Market Value of all of the
assets of the Company immediately before such
transaction.
Section 2.14.
“
Exercise Period ” means the period during which a
Stock Option is exercisable, as set forth in the related Award
Agreement.
Section 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, which in the case of Restricted Stock or Restricted
Stock Units is the last day of the Period of
Restriction.
Section 2.16.
“ Family
Member ” means any spouse, child, stepchild, sibling,
parent, stepparent, grandparent, or grandchild, 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 Non-Employee Director) control the management
of assets; and any other entity in which these persons (or the
Non-Employee Director) own more than fifty (50) percent of the
voting interests.
Section 2.17.
“ Gross
Fair Market Value ” means the value of the assets of the
Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such
assets.
Section 2.18.
“
Non-Employee Director ” means each member of the Board
who is not an officer or employee of the Company or any of its
Subsidiaries.
Section 2.19.
“ Option
Exercise Price ” means the price at which a share of
Stock may be purchased by a Participant pursuant to a Stock Option,
as determined by the Committee and set forth in the applicable
Award Agreement.
Section 2.20.
“
Participant ” means a Non-Employee Director who has an
outstanding Award granted under the Plan.
Section 2.21.
“ Period
of Restriction ” means the period during which the
transfer of Restricted Stock or Restricted Stock Units is limited
in some way, as provided in Article VII
herein.
Section 2.22.
“
Person ” means any individual, sole proprietorship,
partnership, joint venture, limited liability company, trust,
unincorporated organization, association, corporation, institution,
public benefit corporation, entity or government instrumentality,
division, agency, body or department.
Section 2.23.
“
Plan ” shall have the meaning set forth in
Section 1.1 herein.
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Section 2.24.
“
Restricted Stock ” means an Award of shares of Stock
granted to a Participant pursuant to Article VII herein.
Delivery of Restricted Stock shall be effected by either (i) a
stock certificate or certificates or (ii) book-entry form, in an
appropriate number of shares of Stock based upon the number of
shares of Restricted Stock issued.
Section 2.25.
“
Restricted Stock Unit ” means a contractual right to
acquire a share of Stock pursuant to an Award granted to a
Participant as provided in Article VII herein.
Section 2.26.
“
Securities Act ” means the Securities Act of 1933, as
amended.
Section 2.27.
“
Stock ” means the common stock, $.01 par value, of the
Company.
Section 2.28.
“ Stock
Option ” means an option to purchase shares of Stock,
granted under Article VI herein.
Section 2.29.
“
Subsidiary ” means any corporation, business trust,
limited liability company or partnership with respect to which
Allstate owns, directly or indirectly, Voting Securities
representing more than 50% of the aggregate Voting Power of the
then-outstanding Voting Securities.
Section 2.30.
“ Voting
Power ” for purposes of Section 2.29 means the
combined voting power of the then-outstanding Voting Securities
entitled to vote generally in the election of
directors.
Section 2.31.
“ Voting
Securities ” of a corporation means securities of such
corporation that are entitled to vote generally in the election of
directors of such corporation.
ARTICLE III.
ADMINISTRATION
Section 3.1.
The
Committee . The Plan shall be
administered by the Committee
Section 3.2.
Authority of
the Committee . The Committee shall
have full power except as limited by law, the Articles of
Incorporation or the Bylaws of the Company, subject to such other
restricting limitations or directions as may be imposed by the
Board and subject to the provisions herein, to recommend to the
full Board the size and types of Awards and the terms and
conditions of such Awards, in a manner consistent with the Plan; to
construe and interpret the Plan and any agreement or instrument
entered into under the Plan; to establish, amend or waive
rules and regulations for the Plan’s administration; to
recommend the amendment of the terms and conditions of any
outstanding Award; and to authorize any action of or make any
determination by the Company as the Committee shall deem necessary
or advisable for carrying out the purposes of the Plan;
provided , however , that the terms and conditions of
any outstanding Award shall not be amended so as to adversely
affect in any material way such Award without the written consent
of the Participant holding such Award (or if the Participant is not
then living, the Participant’s personal representative or
estate), unless such amendment is required by
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applicable law.
Further, the Committee shall interpret and make all other
determinations which may be necessary or advisable for the
administration of the Plan. As permitted by law, the
Committee may delegate its authorities as identified
hereunder.
Section 3.3.
Delivery of
Stock by Company; Restrictions on Stock . Notwithstanding any
other provision of the Plan, the Company shall have no liability to
deliver any shares of 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. The Committee may recommend that the Board impose
such restrictions on any shares of Stock acquired 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.
Section 3.4.
Approval
. The
Committee or the full Board shall approve all Awards made under the
Plan and all elections made by Participants, prior to their
effective date, to the extent necessary to comply with
Rule 16b-3 under the Exchange Act.
Section 3.5.
Decisions
Binding . All determinations
and decisions made by the C
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