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EXHIBIT 10.9
THE ALLSTATE CORPORATION
2006 EQUITY COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
RESTRICTED STOCK UNIT AWARD
AGREEMENT
[Addressee]
In accordance with the terms of The
Allstate Corporation 2006 Equity Compensation Plan for Non-Employee
Directors (the “Plan”), pursuant to action of the
Nominating and Governance 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 and the Plan,
which is 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 The Allstate
Corporation 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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As to the total number of RSUs, Date of Grant
through the earlier of (i) the date of the Participant’s
death or Disability, and (ii) the date on which the
Participant is no longer serving on the Board.
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Conversion Date:
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Each RSU will convert to one share of Stock on
the day following the date the restrictions lapse with respect to
that RSU.
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Dividend
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Equivalent Right:
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Each RSU shall include a right to Dividend
Equivalents.
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1. Terms and Conditions of
Award . It is understood and agreed that the Award of
RSUs evidenced by the RSU Award Agreement is subject to the terms
and conditions as set forth herein. Further terms and
conditions applicable to the RSU Award including but not limited to
termination of director status and Change of Control, are set forth
in the Plan and incorporated by reference. To the extent any
provision hereof is inconsistent with a provision of the Plan, the
provision of
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