These excerpts taken from the ALL 10-K filed Feb 27, 2008.
5.1 Gross-up for Certain Taxes.
(a) If it is determined by Allstates independent auditors that any monetary or other benefit received or deemed received by Executive from the Company or any Affiliate pursuant to this Agreement or otherwise, whether or not in connection with a Change of Control (such monetary or other benefits collectively, the Potential Parachute Payments), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, Excise Taxes), then the Company shall, subject to Sections 5.6 and 5.7, within five business days after such determination, pay Executive an amount (the Gross-Up Payment) equal to the product of:
(i) the amount of such Excise Taxes
(ii) the Gross-Up Multiple (as defined in Section 5.4).
The Gross-Up Payment is intended to compensate Executive for all Excise Taxes payable by Executive with respect to Potential Parachute Payments and all Taxes or Excise Taxes payable by Executive with respect to the Gross-Up Payment. The Company shall not compensate Executive for any taxes, penalties or interest related to Section 409A of the Code payable by Executive.
(b) The determination of Allstates independent auditors described in Section 5.1(a), including the detailed calculations of the amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto, shall be set forth in a written certificate of such auditors (the Company Certificate) delivered to Executive. Executive or the Company may at any time request the preparation and delivery to Executive of a Company Certificate. The Company shall cause the Company Certificate to be delivered to Executive as soon as reasonably possible after such request.