EXHIBIT 10.4
THE ALLSTATE
CORPORATION
AMENDED AND RESTATED 2001 EQUITY
INCENTIVE PLAN
Article 1.
Establishment, Purpose and
Duration
1.1
Establishment of the
Plan . The Allstate
Corporation, a Delaware corporation (hereinafter referred to as the
“Company”), hereby establishes an incentive
compensation plan for key employees, to be known as “The
Allstate Corporation 2001 Equity Incentive Plan” (hereinafter
referred to as the “Plan”), as set forth in this
document. The Plan permits the grant of nonqualified stock
options (NQSOs), incentive stock options (ISOs), stock appreciation
rights (SARs), unrestricted stock, restricted stock, restricted
stock units, performance units, performance stock and other
awards.
The Plan was approved by the Board
of Directors on March 13, 2001 and became effective when
approved by the Company’s stockholders on May 15, 2001
(the “Effective Date”). The Plan was amended by
the Board of Directors on March 9, 2004. On
March 14, 2006 the Plan was amended and restated effective
upon approval by stockholders at the 2006 Annual Meeting of
Stockholders on May 16, 2006. The Plan was further
amended and restated by the Board at meetings held on
September 10, 2006, February 20, 2007, and
September 15, 2008, and shall thereafter remain in effect as
provided in Section 1.3 herein.
1.2
Purpose of the Plan
. The primary purpose of the Plan is
to provide a means by which key employees of the Company and its
Subsidiaries can acquire and maintain stock ownership, thereby
strengthening their commitment to the success of the Company and
its Subsidiaries and their desire to remain employed by the Company
and its Subsidiaries. The Plan also is intended to attract
and retain key employees and to provide such employees with
additional incentive and reward opportunities designed to encourage
them to enhance the profitable growth of the Company and its
Subsidiaries.
1.3
Duration of the Plan
. The Plan shall commence on
the Effective Date, as described in Section 1.1 herein, and
shall remain in effect subject to the right of the Board of
Directors to terminate the Plan at any time pursuant to
Article 15 herein, until all Stock subject to it shall have
been purchased or acquired according to the Plan’s
provisions.
Article 2.
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:
2.1
Award means, individually or collectively, a
grant under the Plan of NQSOs, ISOs, SARs, Unrestricted
Stock, Restricted Stock, Restricted Stock Units, Performance Units,
Performance Stock or any other type of award permitted under
Article 10 of the Plan.
2.2
Award Agreement
means an agreement setting forth the
terms and provisions applicable to an Award granted to a
Participant under the Plan.
2.3
Base Value
of an SAR means the Fair Market
Value of a share of Stock on the date the SAR is
granted.
2.4
Board or Board of Directors means the Board of
Directors of the Company.
2.5
Code means the Internal Revenue Code of 1986, as
amended from time to time.
2.6
Committee means the committee, as specified in
Article 3, appointed by the Board to administer the
Plan.
2.7
Company means The Allstate Corporation, a Delaware
corporation, or any successor thereto as provided in
Article 18 herein.
2.8
Covered Employee
means any Participant who would be
considered a “covered employee” for purposes of
Section 162(m) of the Code.
2.9
Disability
means an impairment which
renders a Participant disabled within the meaning of Code
Section 409A(a)(2)(C).
2.10
Dividend Equivalent
means, with respect to Stock subject
to an Award, a right to be paid an amount equal to 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, which in the case of Restricted Stock or Restricted
Stock Units is the last day of the Period of
Restriction.
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
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.
2.19
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.
2.20
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.
2.21
Option means an Incentive Stock Option or a
Nonqualified Stock Option.
2.22
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.
2.23
Participant
means an Eligible Person who has
outstanding an Award granted under the Plan.
2.24
Performance Goals
means the performance goals
established by the Committee, which shall be based on one or more
of the following measures: sales or revenues, 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, net earnings, earnings before interest,
operating ratios, stock price, customer satisfaction, customer
retention, accomplishment of mergers, acquisitions, dispositions or
similar extraordinary business transactions, profit returns and
margins, financial return ratios and/or market performance.
Performance goals may be measured solely on a corporate, subsidiary
or business unit 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.
2.25
Performance Period
means the time period during which
Performance Unit/Performance Stock Performance Goals must be
met.
2.26
Performance Stock
means an Award described in
Article 9 herein.
2.27
Performance Unit
means an Award described in
Article 9 herein.
2.28
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 8 herein.
2.29
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.
2.30
Plan means The Allstate Corporation Amended and
Restated 2001 Equity Incentive Plan.
2.31 Qualified
Restricted Stock means an Award of Restricted Stock designated
as Qualified Restricted Stock by the Committee at the time of grant
and intended to qualify for the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that
is set forth in Section 162(m)(4)(C).
2.32
Qualified Restricted Stock
Unit means an Award of
Restricted Stock Units designated as Qualified Restricted Stock
Units by the Committee at the time of grant and intended to qualify
for the exemption from the limitation on deductibility imposed by
Section 162(m) of the Code that is set forth in Section
162(m)(4)(C).
2.33
Reload Option
means an additional Option related
to Options awarded prior to 2004 as described in Article 6
herein.
2.34
Restricted Stock
means an Award described in
Article 8 herein.
2.35
Restricted Stock Unit
means an Award described in
Article 8 herein.
2.36
Retirement
means a Participant’s
termination from employment with the Company or a Subsidiary at the
Participant’s Early, Normal or Health Retirement Date, as
applicable.
(a)
Early Retirement Date
— shall mean the date prior to
the Participant’s Normal Retirement Date on which a
Participant terminates employment, if such termination date occurs
on or after the Participant attains age fifty-five (55) with twenty
(20) years of service and such retirement is in accordance with the
voluntary early retirement policy of the Company or the Subsidiary
with which the Participant is employed on the date of termination
of employment.
(b)
Normal Retirement Date
— shall have the meaning given
to it by the Company or the Subsidiary with which the Participant
is employed on the
date of termination of employment,
provided that such termination is voluntary and occurs on or after
the Participant attains age sixty (60) with at least one
(1) year of service at termination of employment.
(c)
Health Retirement Date
— shall mean the date on which
the Participant terminates employment for health reasons (as
determined under the human resource policy of the Company or the
Subsidiary with which the Participant is employed on the date of
termination of employment), provided that such termination date
occurs on or after the Participant attains age fifty (50) but
before the Participant attains age sixty (60), with at least ten
(10) years of continuous service at termination of
employment.
2.37
Section 409A
shall have the meaning set forth in
Section 19.5 herein.
2.38
Securities Act
means the Securities Act of 1933, as
amended.
2.39
Stock means the common stock, $.01 par value, of the
Company.
2.40
Stock Appreciation
Right or SAR means a
right, granted alone or in connection with a related Option,
designated as an SAR, to receive a payment on the day the right is
exercised, pursuant to the terms of Article 7 herein. Each SAR
shall be denominated in terms of one share of Stock.
2.41
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.
2.42
Tandem SAR
means an SAR that is granted in
connection with a related Option, the exercise of which shall
require forfeiture of the right to purchase Stock under the related
Option (and when Stock is purchased under the Option, the Tandem
SAR shall be similarly canceled).
2.43
Termination of
Employment occurs the
first day on which an individual is for any reason no longer
employed by the Company or any of its Subsidiaries, or with respect
to an individual who is an Employee of a Subsidiary, the first day
on which the Company no longer owns, directly or indirectly, Voting
Securities possessing at least 50% of the Voting Power of such
Subsidiary. For purposes of the Plan, transfer of employment
of a Participant between the Company and any one of its
Subsidiaries (or between Subsidiaries) shall not be deemed a
termination of employment. Notwithstanding anything herein to
the contrary, no issuance of Stock or payment of cash shall be made
upon a Termination of Employment with respect to any Award that
constitutes deferred compensation for purposes of Section 409A
unless the Termination of Employment constitutes a
“separation from service” as that term is used in
Section 409A(a)(2)(A)(i) of the Code.
2.44
Unrestricted Stock
means an Award of Stock not subject
to restrictions described in Article 8 herein.
2.45
Voting Power for purposes of Sections 2.41 and 2.43 means
the combined voting power of the then-outstanding Voting Securities
entitled to vote generally in the election of directors.
2.46
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 3.
Administration
3.1
The Committee
. The Plan shall be administered by
the Compensation and Succession Committee or such other committee
(the “Committee”) as the Board of Directors shall
select, consisting solely of two or more nonemployee members of the
Board. The members of the Committee shall be appointed from
time to time by, and shall serve at the discretion of, the Board of
Directors.
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 determine the
Eligible Persons to receive Awards; to determine when Awards may be
granted and to grant Awards under the Plan (which may include
substituted Awards as described in Article 17 herein); to
determine the size and types of Awards; to determine the terms and
conditions of such Awards; to determine whether Performance Goals
have been met; 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 amend the terms and conditions of any
outstanding Award, including but not limited to amendments with
respect to exercisability and non-forfeitability of Awards upon a
Termination of Employment; to make such adjustments or
modifications to Awards to Participants working outside the United
States as are necessary or advisable to fulfill the purposes of the
Plan; to accelerate the exercisability of, and to accelerate or
waive any or all of the restrictions and conditions applicable to,
any 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 Committee may not amend the terms and
conditions of any outstanding Award 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 applicable law; and
provided , further , that any discretion exercised by
the Committee pursuant to section 4.2 and the following paragraph
of this section 3.2 shall not be deemed to adversely affect in any
material way an Award. The Committee may designate which
Subsidiaries participate in the Plan and may authorize foreign
Subsidiaries to adopt plans as provided in Article 14.
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.
The Committee may, in its
discretion, elect at any time, should it determine it is in the
best interest of the Company’s stockholders to cancel any
Awards granted hereunder, to cancel all or any
of the Awards granted hereunder and pay the
holders of any such Awards an amount (payable in such proportion as
the Committee may determine in cash or in Stock (valued at the Fair
Market Value of a share of Stock on the date of cancellation of
such Award)) equal to (i) for Options, the number of shares of
Stock subject to such cancelled Option, multiplied by the amount
(if any) by which the Fair Market Value of Stock on the date of
cancellation of the Option exceeds the Option Exercise Price;
(ii) for Restricted Stock or Performance Stock, the number of
shares of Restricted Stock or Performance Stock multiplied by the
Fair Market Value of Stock on the date of cancellation of the
Award; and (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. In no event shall the Committee have the right to
amend an outstanding Option Award for the sole purpose of reducing
the exercise price thereof.
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(a) 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 49,000,000 plus any shares of Stock
remaining available for awards pursuant to the terms of The
Allstate Corporation Equity Incentive Plan. 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. Stock granted
pursuant to the Plan may be (i) authorized but unissued shares
of common stock or (ii) treasury stock.
4.2
Adjustments in Authorized Stock
and Awards . In the
event of any equity restructuring (within the meaning of Financial
Accounting Standards No. 123 (revised 2004)) that causes the
per share value of shares of Stock to change, such as a stock
dividend, stock split, spin off, rights offering, or
recapitalization through a large, nonrecurring cash dividend, the
Committee shall cause there to be made an equitable adjustment to
(i) the number and kind of shares available for grant under
the Plan, (ii) the number of shares or Awards that may be
granted to any individual under the Plan or that may be granted
pursuant to any Articles or types of Awards and (iii) the
number and kind of shares or units subject to and the Option
Exercise Price or Base Value (if applicable) of any then
outstanding Awards of or related to shares of Stock. In the
event of any other change in corporate capitalization, such as a
merger, consolidation, any reorganization (whether or not such
reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete
liquidation of the Company, such equitable adjustments described in
the foregoing sentence shall be made as may be determined to be
appropriate and equitable by the Committee, in its sole discretion,
to prevent dilution or enlargement of rights. In either case,
any such adjustment shall be conclusive and binding for all
purposes of the Plan. Unless otherwise determined by the
Board upon recommendation of the Committee, the number of shares of
Stock subject to an Award shall always be a whole number. In
no event shall an outstanding Stock Option be amended for the sole
purpose of reducing the Option Exercise Price thereof.
Notwithstanding the foregoing, (i) each such adjustment with
respect to an Incentive Stock Option shall comply with the
rules of Section 424(a) of the Code and (ii) in
no event shall any adjustment be made which would render
any
Incentive Stock Option granted hereunder to be
other than an incentive stock option for purposes of
Section 422 of the Code.
4.3
Award Limitations
. Subject to Section 4.2
above, (i) the total number of shares of Stock with respect to
which Options or SARs may be granted in any calendar year to any
Participant shall not exceed 1,200,000 shares; (ii) the total
number of shares of Qualified Restricted Stock or Qualified
Restricted Stock Units that may be granted in any calendar year to
any Participant shall not exceed 1,200,000 shares or Units, as the
case may be; (iii) the total number of shares of Performance
Stock or Performance Units that may be granted in any calendar year
to any Participant shall not exceed 1,200,000 shares or Units, as
the case may be; (iv) the total number of shares of Stock that
are intended to qualify for deduction under
Section 162(m) of the Code granted pursuant to
Article 10 herein in any calendar year to any Participant
shall not exceed 1,200,000 shares; (v) the total cash Award
that is intended to qualify for deduction under
Section&
