Exhibit 10.6
THE ALLSTATE
CORPORATION
LONG-TERM EXECUTIVE INCENTIVE
COMPENSATION PLAN
As Amended and Restated
Effective November 13, 2007
1.
Purposes .
The purposes of the Plan
are to:
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a.
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attract and retain talented employees and to
maximize the deductibility of compensation paid under the Plan to
any Participant who is a Covered Employee as defined in Section
162(m) of the Internal Revenue Code (the
“Code”);
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b.
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provide Participants with added incentives to
promote various long-term performance goals, while taking into
account the varying objectives and conditions of the different
businesses engaged in by The Allstate Corporation and its
Subsidiaries;
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c.
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link compensation to performance by rewarding
three-year corporate performance;
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d.
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compensate participants at competitive levels
when competitive performance is achieved, and at superior levels
when performance exceeds competitors’; and
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e.
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encourage teamwork among top
executives.
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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 Performance Cycle 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.
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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 of any Subsidiary, selected by the Committee to participate in
the Plan for a Performance Cycle or for any shorter period within a
Performance Cycle in which the Participant is an elected officer of
the Company selected by the Committee to participate in the
Plan.
i. “Performance Cycle” means a period of three
consecutive fiscal years.
j. “Plan” means the Long-Term Executive Incentive
Compensation Plan.
k.
“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 in determining the
amounts of the Awards otherwise payable under the terms of the
Plan; provided , however , that the Committee shall
have no authority to increase the amount of Awards otherwise
payable to any Covered Employee under the terms of the
Plan.
4.
Awards.
a. Awards under the
Plan shall consist of cash bonuses based upon the degree of
attainment of objective and measurable performance goals of the
Company and/or its Subsidiaries and/or Business Units thereof,
where applicable, over a Performance Cycle or such shorter period
within a Performance Cycle during which the Participant is an
employee of the Company or of any Subsidiary.
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