Exhibit 10.17


 


THE ALLSTATE CORPORATION


2009 EQUITY INCENTIVE PLAN


RESTRICTED STOCK UNIT AWARD
AGREEMENT


 


	
   

  	
  [Date]

  



 


 


[Name]


[Address]


[City]


 


In accordance with the terms of The Allstate Corporation 2009 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.


 


	
  Number of RSUs
  Granted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Period of Restriction:

  	
   

  	
  Date of Grant through
  the earlier of (i) the date of the Participant’s death, and
  (ii) [date].

  
	
   

  	
   

  	
   

  
	
  Conversion Date:

  	
   

  	
  Each RSU will convert
  to one share of Stock on the day following the date the restrictions lapse
  with respect to that RSU.

  
	
   

  	
   

  	
   

  
	
  Dividend

  	
   

  	
   

  
	
  Equivalent Right:

  	
   

  	
  Each RSU shall include
  a right to Dividend Equivalents.

  



 


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 thereof.


 


 


Thomas J. Wilson


Chairman,
President and


Chief
Executive Officer


THE ALLSTATE CORPORATION


 


Attachment:          Annex A


 

















 


ANNEX A


 


TO


 


THE
ALLSTATE CORPORATION


2009
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.  Each RSU entitles a Participant to receive a
cash amount (less applicable withholding) equal to the sum of all regular
dividend payments as would have been made in respect of each share of Stock
underlying such RSUs if the Participant were the holder of such shares during
the Period of Restriction.  The dividend
equivalent payments will accrue during the Period of Restriction for the
underlying RSUs and will be paid within 30 days of the Conversion Date of such
RSUs.


 


Dividend equivalent payments shall be made only
with respect to such RSUs that were outstanding on the applicable dividend
record date.


 


6.             Ratification
of Actions.  By accepting the RSU
Award or other benefit under the Plan, the Participant and each person claiming
under or through him shall be conclusively deemed to have indicated the
Participant’s acceptance and ratification of, and consent to, any action taken
under the Plan or the RSU Award by the Company, the Board, or the Compensation
and Succession Committee.


 


7.             Notices. 
Any notice hereunder to the Company shall be addressed to its Stock
Option Record Office and any notice hereunder to the Participant shall be
addressed to him or her at the address specified on this RSU Award Agreement,
subject to the right of either party to designate at any time hereafter in
writing some


 

















 


other address.


 


8.             Governing Law and Severability.  To the extent not preempted by Federal law,
the RSU Award Agreement will be governed by and construed in accordance with
the laws of the State of Delaware, without regard to conflicts of law
provisions.  In the event any provision
of this RSU Award Agreement shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining parts of this RSU
Award Agreement, and this RSU Award Agreement shall be construed and enforced
as if the illegal or invalid provision had not been included.


 


9.             Definitions. 
In addition to the following definitions, capitalized terms not
otherwise defined herein shall have the meanings given them in the Plan.


 


“Board Turnover” —
see clause (c) of the definition of “Change of Control.”


 


“Change of Control” means, except as otherwise
provided at the end of this definition, the occurrence of any one or more of
the following:


 


(a)  (Voting Power)  any Person or group (as such term
is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other
than a Subsidiary or any employee benefit plan (or any related trust) of the
Company or any of its Subsidiaries, acquires or has acquired during the
12-month period ending on the date of the most recent acquisition by such
Person or Persons, ownership of stock of the Company possessing 30% or more of
the combined voting power of all Voting Securities of the Company (such a
Person or group that is not a Similarly Owned Company (as defined below), a “More
than 30% Owner”), except that no Change of Control shall be deemed to have
occurred solely by reason of such ownership by a corporation with respect to
which both more than 70% of the common stock of such corporation and Voting
Securities representing more than 70% of the combined voting power of the
Voting Securities of such corporation are then owned, directly or indirectly,
by the Persons who were the direct or indirect owners of the common stock and
Voting Securities of the Company immediately before such acquisition in
substantially the same proportions as their ownership, immediately before such
acquisition, of the common stock and Voting Securities of the Company, as the
case may be (a “Similarly Owned Company”); or


 


(b) (Majority Ownership)
any Person or group (as such term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)),
other than a Subsidiary or any employee benefit plan (or any related trust) of
the Company or any of its Subsidiaries, acquires ownership of more than 50% of
the voting power of all Voting Securities of the Company or of the total fair
market value of the stock of the Company (such a Person or group that is not a
Similarly Owned Company, a “Majority Owner”), except that no Change of
Control shall be deemed to have occurred solely by reason of such ownership by
a Similarly Owned Company; or


 


(c)  (Board Composition) a
majority of the members of the Board is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the
members of the Board before the date of the appointment or election (“Board
Turnover”); or


 


(d)  (Reorganization) the consummation of a merger,
reorganization, consolidation, or similar transaction, or of a plan or
agreement for the sale or other disposition of all or substantially all of the
consolidated assets of the Company, or a plan of liquidation of the Company
(any of the foregoing, a “Reorganization Transaction”) that, does not
qualify as an Exempt Reorganization Transaction.


 


Notwithstanding anything
contained herein to the contrary:  (i) no
transaction or event shall constitute a Change of Control for purposes of this
Agreement unless the transaction or event constituting the Change of Control
also constitutes a change in the ownership of a corporation (as defined in
Treasury Regulation Section 1.409A-3(i)(5)(v)), a change in effective
control of a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi))
or a change in the ownership of a substantial portion of the assets of a
corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii));
and (ii) no sale or disposition of one or more Subsidiaries (“Sale Subsidiary”)
or the assets thereof shall constitute a Change of Control for purposes of this
Agreement if the investments in and advances by the Company and its
Subsidiaries (other than the Sale Subsidiaries) to such Sale Subsidiary as of
immediately prior to the sale or disposition determined in accordance with
Generally Accepted Accounting Principles (“GAAP”) (but after intercompany
eliminations and net of the effect of intercompany reinsurance) are less than
51% of the Consolidated Total Shareholders’ Equity of the Company as of
immediately prior to the sale or disposition. 
Consolidated Total


 

















 


Shareholders’ Equity
means, at any date, the total shareholders’ equity of the Company and its
Subsidiaries at such date, as reported in the consolidated financial statements
prepared in accordance with GAAP.


 


“Exempt Reorganization
Transaction”
means a Reorganization Transaction that fails to result in (a) any Person
or group (as such term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B))
becoming a More than 30% Owner or a Majority Owner, (b) Board Turnover, or
(c) a sale or disposition to any Person or group (as such term is defined
in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) of the assets of the
Company that have a total Gross Fair Market Value (as defined below) equal to
at least forty percent (40%) of the total Gross Fair Market Value of all of the
assets of the Company immediately before such transaction.


 


“Gross Fair Market
Value” means the value of the assets of the Company, or the value of the
assets being disposed of, determined without regard to any liabilities
associated with such assets.


 


“Majority Owner”
— see clause (b) of the definition of “Change of Control.”


 


“More than 30%
Owner” — see clause (a) of the definition of “Change of Control.”


 


“Reorganization
Transaction” — see clause (d) of the definition of “Change of Control.”


 


“Similarly Owned Company” — see clause (a) of the
definition of “Change of Control.”


 


“Voting Securities” of a corporation means securities of such
corporation that are entitled to vote generally in the election of directors of
such corporation.