Exhibit 10.2
THE ALLSTATE
CORPORATION
ANNUAL COVERED EMPLOYEE
INCENTIVE COMPENSATION PLAN
As Amended and Restated Effective November 13,
2007
1.
Purposes.
The Plan’s purposes
are to provide cash incentive compensation to Covered Employees to
achieve annual performance goals, and to maximize the deductibility
of such compensation under Section 162(m) of the Internal Revenue
Code (the “Code”).
2.
Definitions .
The following terms when
used in the Plan shall, for the purposes of the Plan, have the
following meanings:
a.
“Award” means the cash amount payable to a Participant
for a fiscal year pursuant to the terms of the Plan.
b. “Board”
means the Board of Directors of The Allstate
Corporation.
c. “Business
Unit” means any operating unit of The Allstate Corporation or
any of its Subsidiaries, including but not limited to, the property
and casualty business, the life business, the investments business,
or the international business.
d.
“Committee” means two or more members of the Board who
are “outside directors” within the meaning of Section
162(m) of the Code and the regulations thereunder.
e.
“Company” means The Allstate Corporation.
f. “Covered Employee” means a
Participant who is a “Covered Employee” as defined in
Section 162(m)(3) of the Code.
g. “Fiscal Year” means the calendar
year.
h.
“Participant” means an elected officer of the Company
or a Subsidiary who is a Covered Employee for the fiscal year or
for any shorter period within the fiscal year in which the Covered
Employee is an employee of the Company or of any
Subsidiary.
i.
“Plan” means the Annual Covered Employee Incentive
Compensation Plan.
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j.
“Subsidiary” means any corporation of which the Company
owns directly or indirectly a majority of the outstanding shares of
voting stock.
3.
Administration of the Plan.
a. The Plan shall be
administered by the Committee. Members of the Committee shall
be appointed by the Board.
b. The Committee
shall have the authority to make all determinations it deems
necessary or advisable for the administration of the Plan,
including the selection of Participants, and, subject to the
limitations set forth herein, the determination of the timing and
amount of Awards made to each Participant, and the establishment of
objective and measurable performance standards (“performance
goals”) for earning Awards.
c. The Committee
shall have the authority to exercise discretion to decrease the
amount of any Award otherwise payable under the Plan, but the
Committee shall have no authority to increase the amount of any
such Award.
4.
Awards.
a. Awards under the
Plan shall consist of annual cash bonuses based solely upon the
degree of attainment of objective and measurable performance goals
of the Company and/or its Subsidiaries and/or Business Units over
the fiscal year or, if shorter, over the period within the fiscal
year in which a Covered Employee is an employee of the Company or
of any Subsidiary.
b. The Committee
shall establish written performance goals within 90 days after the
beginning of the fiscal year (or, if the Covered Employee is not an
employee at the beginning of the fiscal year, within the first 25%
of the period within the fiscal year in which the Covered Employee
is an employee), and while the outcome of the performance goals is
substantially uncertain. Such performance goals shall be
expressed in terms of objective and measurable annual financial
and/or operating criteria, and may involve comparisons with respect
to historical results of the Company and its Subsidiaries and
operating groups or Business Units thereof, as well as comparisons
with respect to peer group performance. Performance
g
