EXHIBIT 10.2
THE ALLSTATE
CORPORATION
AMENDED AND RESTATED 2001 EQUITY
INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
[Date]
[Name]
[Address]
[City]
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 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 the Company 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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Date of Grant through the earlier of
(i) the date of the Participant’s death, and
(ii) [date].
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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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RSUs ARE SUBJECT TO FORFEITURE AS PROVIDED IN
THIS RESTRICTED STOCK UNIT 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 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. By accepting this Award, the Participant hereby
acknowledges the receipt of a copy of this RSU 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
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: (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.
3.
Change of Control . Except as otherwise specifically
provided in a written agreement with the Company to which the
Participant is a party, the unvested RSUs shall become
nonforfeitable and the restrictions to which the RSUs are then
subject shall immediately lapse on the date of a Change of Control,
as defined in Section 9.
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 on the day following
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 a cash
amount (less applicable withholding) equal to such regular dividend
payment as would have been made in respect of each share of Stock
underlying such RSU in accordance with the following
schedule:
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Regular Dividend Payment (“RDP”), if
any
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Dividend Equivalent Payment
Date
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1 st Qu
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