EXHIBIT 10.3
THE ALLSTATE CORPORATION
AMENDED AND RESTATED 2001 EQUITY
INCENTIVE PLAN
OPTION AWARD
AGREEMENT
[Addressee]
In accordance with the terms of The
Allstate Corporation Amended and Restated 2001 Equity Incentive
Plan (the “Plan”), pursuant to action of the
Compensation and Succession Committee of the Board of Directors,
The Allstate Corporation (the “Company”) hereby grants
to you (the “Participant”), subject to the terms and
conditions set forth in this Option Award Agreement (including
Annex A hereto and all documents incorporated herein by reference)
the right and option (the “Option”) to purchase from
the Company the number of shares of its common stock, par value
$.01 per share, set forth below:
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Type of Option Granted:
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Nonqualified
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Number of Shares to which Option
Pertains:
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Date of Grant:
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Option Exercise Price:
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$ ,
which is the Fair Market Value on the Date of Grant
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Vesting:
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(subject to Sections 2 and 4 of Annex
A)]
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Expiration Date:
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Close of business on
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Exercise Period:
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Date of Vesting through Expiration Date (subject
to Section 2 of Annex A)
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THIS OPTION IS SUBJECT TO FORFEITURE AS PROVIDED
IN THIS OPTION AWARD AGREEMENT AND THE PLAN.
Further terms and conditions of the
Award are set forth in Annex A hereto, which is an integral part of
this Option Award Agreement.
All terms, provisions and conditions
applicable to the Option Award Agreement set forth in the Plan and
not set forth herein are hereby incorporated by reference. To
the extent any provision hereof is inconsistent with a provision of
the Plan, the provision of the Plan will govern. By accepting
this Award, the Participant hereby acknowledges the receipt of a
copy of this Option Award Agreement including Annex A and a copy of
the Prospectus and agrees to be bound by all the terms and
provisions hereof and thereto.
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Thomas J. Wilson
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Chairman, President and
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Chief Executive Officer
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THE ALLSTATE CORPORATION
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Attachment: Annex
A
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ANNEX A
TO
THE ALLSTATE
CORPORATION
AMENDED AND RESTATED 2001 EQUITY
INCENTIVE PLAN
OPTION AWARD
AGREEMENT
Further Terms and Conditions of
Award . It is
understood and agreed that the Award of the Option evidenced by
this Option Award Agreement to which this is annexed is subject to
the following additional terms and conditions:
1.
Exercise of Option . To the extent vested and subject
to Section 2 below, the Option may be exercised in whole or in
part from time to time by delivery of written notice (or other
method acceptable to the Company) of exercise and payment to
Stock Option Record Office, The Allstate Corporation, 2775
Sanders Road, Ste F5, Northbrook, Illinois 60062, unless the
Company advises the Participant to send the notice and payment to a
different address or a designated representative. Such notice
and payment must be received not later than the Expiration Date,
specifying the number of shares of Stock to be purchased. The
minimum number of Shares to be purchased in a partial exercise
shall be the lesser of 25 shares and the number of shares remaining
unexercised under this Award. In the event that the
Expiration Date falls on a day that is not a regular business day
at the Company’s executive offices in Northbrook, Illinois,
such written notice must be delivered no later than the next
regular business day following the Expiration Date.
The Option Exercise Price shall be
payable: (a) in cash or its equivalent, (b) by
tendering previously acquired Stock (owned for at least six months)
having an aggregate Fair Market Value at the time of exercise equal
to the total Option Exercise Price, (c) by broker-assisted
cashless exercise, (d) by share withholding or (e) by a
combination of (a), (b), (c) and/or (d).
With respect to tax withholding
required upon exercise of the Option, the Participant may elect to
satisfy such withholding requirements in whole or in part, by
having Stock with a Fair Market Value equal to the minimum
statutory total tax which could be imposed on the transaction
withheld from the shares due upon Option exercise.
2.
Termination of Employment . Except as otherwise
specifically provided in Section 4 of this Annex A with
respect to vesting, in The Allstate Corporation Change of Control
Severance Plan (to the extent such plan is applicable to the
Participant) or in another written agreement with the Company to
which the Participant is a party, if the Participant has a
Termination of Employment, the following provisions shall
apply:(1)
2.
Termination of Employment . Except as otherwise
specifically provided in Section 4 below upon the
Participant’s Termination of Employment, the following
provisions shall apply:(2)
(1) This text applies to Awards granted on
or before December 31, 2008.
(2) This text applies to Awards granted
after December 31, 2008.
(i)
if the Participant’s Termination of Employment is on account
of death or Disability, then the Option, to the extent not vested,
shall vest, and the Option may be exercised, in whole or in part,
by the Participant (or his personal representative, estate or
transferee, as the case may be) at any time on or before the
earlier to occur of (x) the Expiration Date of the Option and
(y) the second anniversary of the date of such Termination of
Employment;
(ii)
if the Participant’s Termination of Employment is on account
of Retirement at the Normal Retirement Date or Health Retirement
Date, the Option to the extent it is not vested, shall continue to
vest in accordance with its terms, and when vested, may be
exercised, in whole or in part, by the Participant at any time on
or before the earlier to occur of (x) the Expiration Date of
the Option and (y) the fifth anniversary of the date of such
Termination of Employment;
(iii)
if the Participant’s Termination of Employment is on account
of Retirement at the Early Retirement Date, any portion of the
Option that is not vested shall be forfeited, and the Option, to
the extent it is vested on the date of Termination of Employment,
may be exercised, in whole or in part, by the Participant at any
time on or before the earlier to occur of (x) the Expiration
Date of the Option and (y) the fifth anniversary of the date
of such Termination of Employment;
(iv)
if the Participant’s Termination of Employment is for any
other reason, any portion of the Option that is not vested shall be
forfeited, and the Option, to the extent it is vested on the date
of Termination of Employment, may be exercised, in whole or in
part, by the
