EXHIBIT 10.1
THE ALLSTATE
CORPORATION
2001 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
[Date]
[Name]
[Address]
[City]
In accordance with the terms of The
Allstate Corporation 2001 Equity Incentive Plan (the
“Plan”), pursuant to action of the Compensation and
Succession Committee of the Board of Directors, The Allstate
Corporation hereby grants to you (the “Participant”),
subject to the terms and conditions set forth in this Restricted
Stock Unit Award Agreement (including Annex A hereto and all
documents incorporated herein by reference), Restricted Stock Units
(RSUs), as set forth below. Each RSU corresponds to one share
of Stock. An RSU is an unfunded and unsecured promise to deliver
one share of Stock on the Conversion Date or as otherwise provided
herein. Until such delivery, you have only the rights of a
general unsecured creditor of Allstate and not as a stockholder
with respect to the shares of Stock underlying your
RSUs.
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Number of RSUs Granted:
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Date of Grant:
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Period of Restriction:
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Conversion Date:
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Each RSU will convert to one share of Stock on
the date the restrictions lapse with respect to that RSU (the
“Conversion Date”).
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Dividend
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Equivalent Right:
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Each RSU shall include a Dividend Equivalent
Right.
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Further terms and conditions of the
Award are set forth in Annex A hereto, which is an integral part of
this RSU Award Agreement.
All terms, provisions and conditions
applicable to the Restricted Stock Unit Award set forth in the Plan
and not set forth herein are hereby incorporated by reference
herein. To the extent any provision hereof is inconsistent
with a provision of the Plan, the provisions of the Plan will
govern.
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Thomas J. Wilson
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Chairman, President and Chief
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Executive Officer
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THE ALLSTATE CORPORATION
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Attachment:
Annex A
ANNEX A
TO
THE ALLSTATE
CORPORATION
2001 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
Further Terms and Conditions of
Award . It is
understood and agreed that the Award of RSUs evidenced by the RSU
Award Agreement to which this is annexed is subject to the
following additional terms and conditions:
1.
Tax Withholding . With respect to the minimum
statutory tax withholding required upon the lapse of restrictions
on the RSUs, the Participant may elect to satisfy such withholding
requirements by tender of previously-owned shares of Stock or by
having the Company withhold shares of Stock upon the Conversion
Date.
[2.
Termination of Employment . Except as otherwise
specifically provided in Section 3 below, upon the
Participant’s Termination of Employment, all unvested RSUs
shall be treated as follows, subject, however, to the Compensation
and Succession Committee’s right to determine otherwise at
any time: (a) if the Participant’s Termination of
Employment is on account of Retirement at the Normal Retirement
Date, then no unvested RSUs shall be forfeited and such unvested
RSUs will remain subject to the restriction period set forth on the
first page of this RSU Award Agreement; and (b) if the
Participant’s Termination of Employment is on account of any
other reason, then all unvested RSUs shall be forfeited as of the
end of the day of such Termination of Employment.](1)
[2.
Termination of Employment . Except as otherwise
specifically provided in Section 3 below, upon the
Participant’s Termination of Employment, all unvested RSUs
shall be treated as follows, subject, however, to the Compensation
and Succession Committee’s right to determine otherwise at
any time: (a) if the Participant’s Termination of
Employment is on account of Retirement at the Normal Retirement
Date, then no unvested RSUs shall be forfeited and such unvested
RSUs will remain subject to the restriction period set forth on the
first page of this RSU Award Agreement; provided
further, that if the Participant dies following such Retirement and
before the end of the restriction period, then all unvested RSUs
shall immediately become nonforfeitable and the restrictions with
respect to the RSUs shall lapse as of the date of death;
(b) if the Participant’s Termination of Employment is on
account of death, then all unvested RSUs shall immediately become
nonforfeitable and the restrictions with respect to the RSUs shall
lapse as of the date of death; and (c) if the
Participant’s Termination of Employment is on account of any
other reason, then all unvested RSUs shall be forfeited as of the
end of the day of such Termination of Employment.](2)
(b)
3. Change of Control . Except
as otherwise specifically provided in The Allstate Corporation
Change of Control Severance Plan (to the extent such Plan is
applicable to the Participant) or another written agreement with
the Company or to which the Participant is a party, the unvested
RSUs shall become nonforfeitable and the restrictions to which the
RSU are then subject shall immediately lapse on the date of a
Change of Control, as defined in Section 9.
(1) This text applies to awards granted
before February 21, 2006.
(2) This text applies to awards granted on
or after February 21, 2006.
4.
Conversion Date . Unless otherwise determined by the
Board, a Participant shall be entitled to delivery of shares of
Stock that underlie the RSUs then outstanding upon the date the
restrictions lapse with respect to such RSU.
5.
Dividend Equivalent Right . During the Period of
Restriction, each RSU entitles a Participant to
receive&n
