TRANSACTION" - SEE CLAUSE (D) OF THE DEFINITION
OF "CHANGE OF CONTROL."
1.60
"RESTRICTED SHARES" MEANS SHARES OF RESTRICTED STOCK, RESTRICTED
STOCK UNITS OR SIMILAR AWARDS.
1.61
"SEC" MEANS THE SECURITIES AND EXCHANGE COMMISSION.
1.62
"SECTION" MEANS, UNLESS THE CONTEXT OTHERWISE REQUIRES, A SECTION
OF THIS AGREEMENT.
1.63
"SERP" MEANS A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN THAT IS A
NON-QUALIFIED PLAN.
1.64
"STOCK OPTIONS" MEANS STOCK OPTIONS, STOCK APPRECIATION RIGHTS
(INCLUDING LIMITED STOCK APPRECIATION RIGHTS), OR SIMILAR AWARDS.
1.65
"SUBSIDIARY" MEANS ANY CORPORATION, BUSINESS TRUST, LIMITED
LIABILITY COMPANY OR PARTNERSHIP WITH RESPECT TO WHICH ALLSTATE OWNS, DIRECTLY
OR INDIRECTLY, VOTING SECURITIES REPRESENTING MORE THAN 50% OF THE AGGREGATE
VOTING POWER OF THE THEN-OUTSTANDING VOTING SECURITIES.
1.66
"SURVIVING CORPORATION" MEANS THE CORPORATION RESULTING FROM A
REORGANIZATION TRANSACTION OR, IF SECURITIES REPRESENTING AT LEAST 50% OF THE
AGGREGATE VOTING POWER OF SUCH RESULTING CORPORATION ARE DIRECTLY OR INDIRECTLY
OWNED BY ANOTHER CORPORATION, SUCH OTHER CORPORATION.
1.67
"TARGET ANNUAL BONUS" AS OF ANY DATE MEANS THE AMOUNT EQUAL TO
THE PRODUCT OF BASE SALARY DETERMINED AS OF SUCH DATE MULTIPLIED BY THE
PERCENTAGE OF SUCH BASE SALARY TO WHICH EXECUTIVE WOULD HAVE BEEN ENTITLED
IMMEDIATELY PRIOR TO SUCH DATE UNDER ANY BONUS PLAN FOR THE ANNUAL PERFORMANCE
PERIOD FOR WHICH THE ANNUAL BONUS IS AWARDED IF THE PERFORMANCE GOALS
ESTABLISHED PURSUANT TO SUCH BONUS PLAN WERE ACHIEVED AT THE 100% LEVEL AS OF
THE END OF THE ANNUAL PERFORMANCE PERIOD.
1.68
"TAXES" MEANS FEDERAL, STATE, LOCAL AND OTHER INCOME, EMPLOYMENT
AND OTHER TAXES.
1.69
"TERMINATION DATE" MEANS THE DATE OF THE RECEIPT OF THE NOTICE OF
TERMINATION BY EXECUTIVE (IF SUCH NOTICE IS GIVEN BY THE COMPANY) OR BY THE
COMPANY (IF SUCH NOTICE IS
7
GIVEN BY EXECUTIVE), OR ANY LATER DATE, NOT MORE THAN 15 DAYS AFTER THE GIVING
OF SUCH NOTICE, SPECIFIED IN SUCH NOTICE; PROVIDED, HOWEVER, THAT:
(A)
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY REASON OF DEATH OR
DISABILITY, THE TERMINATION DATE SHALL BE THE DATE OF EXECUTIVE'S DEATH OR THE
DISABILITY EFFECTIVE DATE (AS DEFINED IN SECTION 3.1(A)), AS APPLICABLE; AND
(B)
IF NO NOTICE OF TERMINATION IS GIVEN, THE TERMINATION DATE SHALL
BE THE LAST DATE ON WHICH EXECUTIVE IS EMPLOYED BY THE COMPANY.
1.70
. "TERMINATION OF EMPLOYMENT" MEANS ANY TERMINATION OF
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, WHETHER SUCH OCCURS BY REASON OF
(A) THE INITIATIVE OF ANY COMPANY OR EXECUTIVE OR (B) THE DEATH OF EXECUTIVE;
PROVIDED THAT SUCH TERMINATION IS ALSO A "SEPARATION FROM SERVICE" WITHIN THE
MEANING OF TREASURY REGULATION 1.409A-1(H).
1.71
"VOTING SECURITIES" OF A CORPORATION MEANS SECURITIES OF SUCH
CORPORATION THAT ARE ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OF
SUCH CORPORATION.
ARTICLE II.
POST-CHANGE PERIOD
2.1
POSITION AND DUTIES.
(A)
DURING THE POST-CHANGE PERIOD, (X) EXECUTIVE'S POSITION (INCLUDING
OFFICES, TITLES, REPORTING REQUIREMENTS AND RESPONSIBILITIES), AUTHORITY AND
DUTIES SHALL BE AT LEAST COMMENSURATE IN ALL MATERIAL RESPECTS WITH THE MOST
SIGNIFICANT OF THOSE HELD, EXERCISED AND ASSIGNED AT ANY TIME DURING THE 90-DAY
PERIOD IMMEDIATELY BEFORE THE EFFECTIVE DATE