2018 Annual Meeting of Stockholders

Estimate of Potential Payments upon Termination(1)

The table below describes the value of compensation and benefits payable to each named executive upon termination that would exceed the compensation or benefits generally available to salaried employees in each termination scenario. The total column in the following table does not reflect compensation or benefits previously accrued or earned by the named executives, such as deferred compensation and non-qualified pension benefits. Benefits and payments are calculated assuming a December 31, 2017, employment termination date.

Name Severance
($)
Annual
Incentive
Plan(2)
($)
Stock
Options —
Unvested and
Accelerated
($)
Restricted
Stock Units and
Performance
Stock Awards —
Unvested and
Accelerated
($)
Welfare   
Benefits and   
Outplacement   
Services   
($)   
Total
($)
Mr. Wilson            
Termination/Retirement(3) 0 6,759,264 17,532,791 21,150,163 0    45,442,218
Termination due to
Change in Control(4)
15,000,000 3,750,000 18,232,543 21,921,249 69,804(5) 58,973,596
Death 0 6,759,264 18,232,543 21,921,249 0    46,913,056
Disability 0 6,759,264 18,232,543 21,921,249 7,966,041(6) 54,879,097
Mr. Shebik            
Termination/Retirement(3) 0 2,600,000 5,527,405 6,530,867 0    14,658,272
Termination due to
Change in Control(4)
4,400,000 1,400,000 5,785,917 6,815,784 69,804(5) 18,471,505
Death 0 2,600,000 5,785,917 6,815,784 0    15,201,701
Disability 0 2,600,000 5,785,917 6,815,784 2,394,188(6) 17,595,889
Mr. Civgin            
Termination/Retirement(3) 0 0 0 0 0    0
Termination due to
Change in Control(4)
3,600,000 1,000,000 4,793,917 5,756,432 70,335(5) 15,220,684
Death 0 1,806,645 4,793,917 5,756,432 0    12,356,994
Disability 0 1,806,645 4,793,917 5,756,432 5,008,276(6) 17,365,270
Mr. Dugenske            
Termination/Retirement(3) 0 0 0 0 0    0
Termination due to
Change in Control(4)
3,262,500 906,250 1,314,789 6,813,480 69,804(5) 12,366,823
Death 0 1,377,908 1,314,789 6,813,480 0    9,506,177
Disability 0 1,377,908 1,314,789 6,813,480 3,248,882(6) 12,755,059
Mr. Winter            
Termination/Retirement(3) 0 3,625,590 6,102,794 7,339,333 0    17,067,717
Termination due to
Change in Control(4)
5,850,000 2,025,000 6,343,328 7,604,354 69,804(5) 21,892,486
Death 0 3,625,590 6,343,328 7,604,354 0    17,573,272
Disability 0 3,625,590 6,343,328 7,604,354 3,872,996(6) 21,446,268
  1. A “0” indicates either that there is no amount payable to the named executive, or the amount payable is the same for both the named executives and all salaried employees.

  2. The 2017 annual incentive plan payment is payable to all named executives as a result of death and disability. In addition, it is payable to Messrs. Wilson, Shebik, and Winter in the event of retirement. The amount listed for the annual incentive plan payment upon termination due to a change in control is shown at target as defined in the change-in-control severance plan.

  3. As of December 31, 2017, Messrs. Wilson, Shebik, and Winter are the only named executives eligible to retire in accordance with Allstate’s policy and the terms of its equity incentive compensation and benefit plans.

  4. The values in this change-in-control row represent amounts paid if both the change in control and qualifying termination occur on December 31, 2017. PSAs are paid out based on actual performance; for purposes of this table, the 2015-2017 cycle is shown at 82.7% of target, 2016-2018, and 2017-2019 cycles are reflected at target. Beginning with awards granted in 2012, equity awards do not accelerate in the event of a change in control unless also accompanied by a qualifying termination of employment. A change in control also would accelerate the distribution of each named executive’s non-qualified deferred compensation and SRIP benefits. Please see the Non-Qualified Deferred Compensation at Fiscal Year-end 2017 table and footnote 2 to the Pension Benefits table in the Retirement Benefits section for details regarding the applicable amounts for each named executive.

  5. The Welfare Benefits and Outplacement Services amount includes the cost to provide certain welfare benefits to the named executive and family during the period the named executive is eligible for continuation coverage under applicable law. The amount shown reflects Allstate’s costs for these benefits or programs assuming an 18-month continuation period. The value of outplacement services is $50,000 for each named executive.

  6. The named executives who participate in the long-term disability plan are eligible to participate in Allstate’s supplemental long-term disability plan for employees whose annual earnings exceed the level which produces the maximum monthly benefit provided by the long-term disability plan (basic plan). The monthly benefit is equal to 60% of the named executive’s qualified annual earnings divided by twelve and rounded to the nearest $100, reduced by $7,500, which is the maximum monthly benefit payment that can be received under the basic plan. The amount reflected assumes the named executive remains totally disabled until age 65 and represents the present value of the monthly benefit payable until age 65.