4.6 Amount Contested . for Allstate (ALL)

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ALL » Topics » 4.6 Amount Contested .

These excerpts taken from the ALL 10-K filed Feb 27, 2008.

4.6 Amount Contested.

(a) In the event of any dispute between the Company and Executive as to the nature or extent of the Company’s obligation to make any payments or provide other benefits to Executive or Executive’s family pursuant to Sections 4.1 or 2.4, Executive shall have the right, exercisable by written notice given to the Company within 90 days after the Executive believes a payment or provision of benefits should have occurred, to obtain, within 30 days after the Company’s receipt of Executive’s demand therefor, a written certificate prepared by the Company and certified by Allstate’s independent auditors (a “Section 4.6 Certificate”). The Section 4.6 Certificate shall specify in detail either (i) the amount and nature of each payment or other benefit that the Company believes is then due and owing to Executive pursuant to Section 2.4 or 4.1, as applicable, or (ii) if the Company asserts that the conditions to Executive’s entitlement to severance or other benefits pursuant to Section 4.1 or 2.4, as applicable, have for any reason not been satisfied, the amount and nature of each payment or other benefit that the Company believes would be due and owing to Executive pursuant to Section 4.1 or 2.4, as applicable, if all of such applicable conditions had been fully satisfied. Executive may not demand more than one Section 4.6 Certificate in respect of his rights under Section 4.1 or more than one Section 4.6 Certificate in respect of his rights under Section 2.4.

(b) Each Section 4.6 Certificate shall include schedules that specify in detail how each amount or other benefit specified therein was computed, together with appropriate references to specific provisions of this Agreement or of any applicable Plans or Policies of the Company, copies of which Plans or Policies shall be attached to such schedules.

(c) The Company shall be precluded from asserting that any portion of the payments or other benefits due to Executive pursuant to Section 4.1 or 2.4, as applicable, is less than the amount specified in the Section 4.6 Certificate. The Section 4.6 Certificate shall in no event be binding on Executive and Executive shall have the right to assert that any or all of the payments or other benefits to be provided pursuant to Section 4.1 or 2.4 are greater than or different from those specified in the Section 4.6 Certificate.

(d) If the Company shall for any reason fail to deliver to Executive a Section 4.6 Certificate in compliance with this Section within 30 days after the Company’s receipt of Executive’s written demand therefor, Executive’s determination of the amount and nature of payments or other benefits due to Executive (i) pursuant to Section 4.1 and set forth in an Executive’s Severance Determination (as defined below) or (ii) pursuant to Section 2.4 and set forth in an Executive’s Deferred Compensation Determination (as defined below) shall be conclusive and binding for all purposes of this Agreement unless the Company shall establish, by clear and convincing evidence, that Executive’s Severance Determination or Executive’s Deferred Compensation Determination, as applicable, is incorrect and that a different amount (which may be zero or a positive amount) or nature of payments or other benefits is correct. “Executive’s Severance Determination” means an opinion of nationally recognized executive compensation counsel to the effect that the amount and nature of severance and other benefits due to Executive pursuant to Section 4.1 is the amount and nature that a court of competent jurisdiction, based on a final judgment not subject to further appeal, is most likely to decide to have been calculated in accordance with this Agreement and applicable law. “Executive’s Deferred Compensation Determination” means an opinion of nationally recognized executive compensation counsel to the effect that the amount of payments due to Executive pursuant to Section 2.4 is the amount that a court of competent jurisdiction, based on a final judgment not subject to further appeal, is most likely to decide to have been calculated in accordance with this Agreement and applicable law.

4.6 Amount Contested.

(a) In the event of any dispute between
the Company and Executive as to the nature or extent of the Company’s
obligation to make any payments or provide other benefits to Executive or
Executive’s family pursuant to Sections 4.1 or 2.4, Executive shall have the
right, exercisable by written notice given to the Company within 90 days after
the Executive believes a payment or provision of benefits should have occurred,
to obtain, within 30 days after the Company’s receipt of Executive’s demand
therefor, a written certificate prepared by the Company and certified by
Allstate’s independent auditors (a “Section 4.6 Certificate”). The
Section 4.6 Certificate shall specify in detail either (i) the amount and
nature of each payment or other benefit that the Company believes is then due
and owing to Executive pursuant to Section 2.4 or 4.1, as applicable, or (ii)
if the Company asserts that the conditions to Executive’s entitlement to
severance or other benefits pursuant to Section 4.1 or 2.4, as applicable, have
for any reason not been satisfied, the amount and nature of each payment or
other benefit that the Company believes would be due and owing to Executive
pursuant to Section 4.1 or 2.4, as applicable, if all of such applicable
conditions had been fully satisfied.
Executive may not demand more than one Section 4.6 Certificate in
respect of his rights under Section 4.1 or more than one Section 4.6
Certificate in respect of his rights under Section 2.4.

(b) Each Section 4.6 Certificate shall
include schedules that specify in detail how each amount or other benefit
specified therein was computed, together with appropriate references to
specific provisions of this Agreement or of any applicable Plans or Policies of
the Company, copies of which Plans or Policies shall be attached to such
schedules.

(c) The Company shall be precluded from
asserting that any portion of the payments or other benefits due to Executive
pursuant to Section 4.1 or 2.4, as applicable, is less than the amount
specified in the Section 4.6 Certificate. The Section 4.6 Certificate shall in
no event be binding on Executive and Executive shall have the right to assert
that any or all of the payments or other benefits to be provided pursuant to
Section 4.1 or 2.4 are greater than or different from those specified in the
Section 4.6 Certificate.

(d) If the Company shall for any reason
fail to deliver to Executive a Section 4.6 Certificate in compliance with
this Section within 30 days after the Company’s receipt of Executive’s written
demand therefor, Executive’s determination of the amount and nature of payments
or other benefits due to Executive (i) pursuant to Section 4.1 and set forth in
an Executive’s Severance Determination (as defined below) or (ii) pursuant to
Section 2.4 and set forth in an Executive’s Deferred Compensation Determination
(as defined below) shall be conclusive and binding for all purposes of this
Agreement unless the Company shall establish, by clear and convincing evidence,
that Executive’s Severance Determination or Executive’s Deferred Compensation
Determination, as applicable, is incorrect and that a different amount (which
may be zero or a positive amount) or nature of payments or other benefits is
correct. “Executive’s Severance
Determination” means an opinion of nationally recognized executive
compensation counsel to the effect that the amount and nature of severance and
other benefits due to Executive pursuant to Section 4.1 is the amount and
nature that a court of competent jurisdiction, based on a final judgment not
subject to further appeal, is most likely to decide to have been calculated in
accordance with this Agreement and applicable law. “Executive’s Deferred Compensation
Determination” means an opinion of nationally recognized executive
compensation counsel to the effect that the amount of payments due to Executive
pursuant to Section 2.4 is the amount that a court of competent jurisdiction,
based on a final judgment not subject to further appeal, is most likely to
decide to have been calculated in accordance with this Agreement and applicable
law.

EXCERPTS ON THIS PAGE:

10-K (2 sections)	Feb 27, 2008

Allstate (ALL)

ALL » Topics » 4.6 Amount Contested .

4.6 Amount Contested.

4.6 Amount Contested.

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