Exhibit 10.3


 


THE
ALLSTATE CORPORATION


2009 EQUITY INCENTIVE PLAN


OPTION AWARD AGREEMENT


 


[Addressee]


 


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 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:


 


	
  Type of Option
  Granted:

  	
   

  	
  Nonqualified

  
	
   

  	
   

  	
   

  
	
  Number of Shares
  to

  	
   

  	
   

  
	
  which Option
  Pertains:

  	
   

  	
  [                  ]

  
	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
  [                  ]

  
	
   

  	
   

  	
   

  
	
  Option Exercise
  Price:

  	
   

  	
  $                  ,
  which is the Fair Market Value on the Date of Grant

  
	
   

  	
   

  	
   

  
	
  Vesting:

  	
   

  	
  [                                                                                              ]

  
	
   

  	
   

  	
  (subject to Sections 2
  and 4 of Annex A)]

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  Close of
  business on
  [                  ]

  
	
   

  	
   

  	
   

  
	
  Exercise Period:

  	
   

  	
  Date of Vesting
  through Expiration Date (subject to Section 2 of Annex A)

  



 


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.


 


 


	
   

  	
  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


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
below upon the Participant’s Termination of Employment, the following
provisions shall apply:


 


(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 (v) the Expiration Date of the Option and (w) the
fifth anniversary of the date of such Termination of Employment; provided,
however, if the Participant dies after such Termination of Employment, then the
Option, to the extent not vested, shall vest, and the Option may be exercised,
in whole or in part, by the Participant’s 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; (y) the second anniversary of the date of
death; and (z) 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 Participant at any time on or before the earlier to occur of (x) the
Expiration Date of the Option and (y) three months after the date of such
Termination of Employment; and


 


(v)           if (A) the Participant’s
Termination of Employment is for any reason other than death, Disability,
Normal Retirement, or Health Retirement and (B) the Participant dies after
such Termination of Employment but before the date the Option must be exercised
as set forth in subsections (iii) and (iv) above, 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 the Participant’s death, may be exercised, in whole or
in part, by the Participant’s personal representative, estate or transferee, as
the case may be, at any time on or before the earliest to occur of (x) the
Expiration Date of the Option, (y) the second anniversary of the date of
death and (z) the applicable anniversary of the Termination of Employment
as set forth in subsections (iii) through (iv) above.


 


3.             Transferability of Options.
Except as set forth in this Section 3, the Option shall be exercisable
during the Participant’s lifetime only by the Participant, and may not be
assigned or transferred other than by will or the laws of descent and
distribution.  The Option, to the extent
vested, may be transferred by the Participant during his lifetime to any “Family
Member.”  A transfer of the Option
pursuant to this Section 3 may only be effected by the Company at the
written request of a Participant and shall be effective only when recorded in
the Company’s record of outstanding Options. Such transferred Option may not be
subsequently transferred by the transferee except by will or the laws of
descent and distribution.  A transferred
Option shall continue to be governed by and subject to the terms and limitations
of the Plan and this Option Award Agreement, and the transferee shall be
entitled to the same rights as the Participant, as if no transfer had taken
place.  In no event shall an Option be
transferred for consideration.


 


4.             Change of Control.  Except as otherwise specifically provided in
a written agreement with the Company to which the Participant is a party, the
Option, to the extent not vested, shall vest on the date of a Change of
Control, as defined in Section 8, and the Option may be exercised in whole
or in part, subject to the time periods for exercise set forth in Section 2
of this Annex A.


 


5.             Ratification of Actions.  By accepting the 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 Award
by the Company, the Board or the Compensation and Succession Committee.


 

















 


6.             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 at the address specified on this Option Award Agreement,
subject to the right of either party to designate at any time hereafter in
writing some other address.


 


7.             Governing Law and Severability.  To the extent not preempted by Federal law,
this Option 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 the Option Award Agreement shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining parts of this
Option Award Agreement, and this Option Award Agreement shall be construed and
enforced as if the illegal or invalid provision had not been included.


 


8.             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(1):


 


(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


 






(1)   The highlighted language conforms with
Section 409A of the Internal Revenue Code. 
Provisions pertaining to the former definition of change of control have
been omitted from this draft.


 

















 


(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 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.