5.2 Determination by Executive . for Allstate (ALL)

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ALL » Topics » 5.2 Determination by Executive .

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

5.2 Determination by Executive.

(a) If (i) the Company shall fail to deliver a Company Certificate to Executive within 30 days after its receipt of his written request therefor, or (ii) within 90 days after Executive’s receipt of a Company Certificate, Executive provides notice to Company that Executive disputes either (x) the amount of the Gross-Up Payment set forth therein or (y) the determination set forth therein to the effect that no Gross-Up Payment is due by reason of Section 5.7 or otherwise, and Executive takes further measures within 180 days to enforce the Gross-Up Payment, then Executive may elect to require the Company to pay a Gross-Up Payment in the amount determined by Executive as set forth in an Executive Counsel Opinion (as defined in Section 5.5). Any such demand by Executive shall be made by delivery to the Company of a written notice that specifies the Gross-Up Payment determined by Executive (together with the detailed calculations of the amounts of Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto) and an Executive Counsel Opinion regarding such Gross-Up Payment (such written notice and opinion collectively, the “Executive’s Gross-Up Determination”). Within 30 days after delivery of an Executive’s Gross-Up Determination to the Company, the Company shall either (i) pay Executive the Gross-Up Payment set forth in the Executive’s Gross-Up Determination (less the portion thereof, if any, previously paid to Executive by the Company) or (ii) deliver to Executive a Company Certificate and a Company Counsel Opinion (as defined in Section 5.5), and pay Executive the Gross-Up Payment specified in such Company Certificate. If for any reason the Company fails to comply with the preceding sentence, the Gross-Up Payment specified in the Executive’s Gross-Up Determination shall be controlling for all purposes.

(b) If Executive does not request a Company Certificate, and the Company does not deliver a Company Certificate to Executive, then (i) the Company shall, for purposes of Section 5.7, be deemed to have determined that no Gross-Up Payment is due and (ii) Executive shall not pay any Excise Taxes in respect of Potential Parachute Payments except in accordance with Sections 5.6(a) or (d).

5.3 Additional Gross-up Amounts. If for any reason (whether pursuant to subsequently enacted provisions of the Code other than Section 409A of the Code, final regulations or published rulings of the IRS, a final judgment of a court of competent jurisdiction, a determination of the Company’s independent auditors set forth in a Company Certificate or, subject to the last two sentences of Section 5.2(a), an Executive’s Gross-Up Determination) it is later determined that the amount of Excise Taxes payable by Executive is greater than the amount determined by the Company or Executive pursuant to Section 5.1 or 5.2, as applicable, then the Company shall, subject to Sections 5.6 and 5.7, pay Executive within 30 days after the determination an amount (which shall also be deemed a Gross-Up Payment) equal to the product of:

(a) the sum of (i) such additional Excise Taxes and (ii) any interest, penalties, expenses or other costs incurred by Executive as a result of having taken a position in accordance with a determination made pursuant to Section 5.1 or 5.2, as applicable,

multiplied by

5.2 Determination by Executive.

(a) If (i) the Company shall fail to
deliver a Company Certificate to Executive within 30 days after its receipt of
his written request therefor, or (ii) within 90 days after Executive’s receipt
of a Company Certificate, Executive provides notice to Company that Executive
disputes either (x) the amount of the Gross-Up Payment set forth therein or (y)
the determination set forth therein to the effect that no Gross-Up Payment is
due by reason of Section 5.7 or otherwise, and Executive takes further measures
within 180 days to enforce the Gross-Up Payment, then Executive may elect to
require the Company to pay a Gross-Up Payment in the amount determined by
Executive as set forth in an Executive Counsel Opinion (as defined in Section
5.5). Any such demand by Executive shall
be made by delivery to the Company of a written notice that specifies the
Gross-Up Payment determined by Executive (together with the detailed
calculations of the amounts of Potential Parachute Payments, Excise Taxes and
Gross-Up Payment and the assumptions relating thereto) and an Executive Counsel
Opinion regarding such Gross-Up Payment (such written notice and opinion
collectively, the “Executive’s Gross-Up Determination”). Within 30 days after delivery of an Executive’s
Gross-Up Determination to the Company, the Company shall either (i) pay
Executive the Gross-Up Payment set forth in the Executive’s Gross-Up
Determination (less the portion thereof, if any, previously paid to Executive
by the Company) or (ii) deliver to Executive a Company Certificate and a
Company Counsel Opinion (as defined in Section 5.5), and pay Executive the
Gross-Up Payment specified in such Company Certificate. If for any reason the Company fails to comply
with the preceding sentence, the Gross-Up Payment specified in the Executive’s
Gross-Up Determination shall be controlling for all purposes.

(b) If Executive does not request a
Company Certificate, and the Company does not deliver a Company Certificate to
Executive, then (i) the Company shall, for purposes of Section 5.7, be deemed
to have determined that no Gross-Up Payment is due and (ii) Executive shall not
pay any Excise Taxes in respect of Potential Parachute Payments except in
accordance with Sections 5.6(a) or (d).

5.3 Additional Gross-up Amounts. If for any reason (whether pursuant to
subsequently enacted provisions of the Code other than Section 409A of the
Code, final regulations or published rulings of the IRS, a final judgment of a
court of competent jurisdiction, a determination of the Company’s independent
auditors set forth in a Company Certificate or, subject to the last two
sentences of Section 5.2(a), an Executive’s Gross-Up Determination) it is
later determined that the amount of Excise Taxes payable by Executive is
greater than the amount determined by the Company or Executive pursuant to
Section 5.1 or 5.2, as applicable, then the Company shall, subject to
Sections 5.6 and 5.7, pay Executive within 30 days after the determination an
amount (which shall also be deemed a Gross-Up Payment) equal to the product of:

(a) the sum of (i) such additional
Excise Taxes and (ii) any interest, penalties, expenses or other costs
incurred by Executive as a result of having taken a position in accordance with
a determination made pursuant to Section 5.1 or 5.2, as applicable,

multiplied by

EXCERPTS ON THIS PAGE:

10-K (2 sections)	Feb 27, 2008

Allstate (ALL)

ALL » Topics » 5.2 Determination by Executive .

5.2 Determination by Executive.

(a) the sum of (i) such additional Excise Taxes and (ii) any interest, penalties, expenses or other costs incurred by Executive as a result of having taken a position in accordance with a determination made pursuant to Section 5.1 or 5.2, as applicable,

5.2 Determination by Executive.

(a) the sum of (i) such additionalExcise Taxes and (ii) any interest, penalties, expenses or other costsincurred by Executive as a result of having taken a position in accordance witha determination made pursuant to Section 5.1 or 5.2, as applicable,

EXCERPTS ON THIS PAGE:

RELATED TOPICS for ALL:

(a) the sum of (i) such additional
Excise Taxes and (ii) any interest, penalties, expenses or other costs
incurred by Executive as a result of having taken a position in accordance with
a determination made pursuant to Section 5.1 or 5.2, as applicable,