Common use of Termination of Employment, Death or Disability Clause in Contracts

Termination of Employment, Death or Disability. Upon the Participant’s Termination of Employment, death or Disability, all unvested PSAs shall be treated as follows: (A) If the Participant dies or is determined to have a Disability, the number of PSAs that shall immediately vest shall be equal to the sum of: (i) the number of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Annex B, during such of the Performance Periods as have been completed on or prior to the Participant’s death or Disability; plus (ii) the Target Number of PSAs Granted for any incomplete Performance Periods in which the Participant’s death or Disability occurs and any Performance Periods that have not yet commenced by the date of the Participant’s death or Disability. (B) If the Participant’s Termination of Employment occurs twelve (12) months or more after the Date of Grant, and the Termination qualifies as Retirement at the Normal Retirement Date, then, except as provided in Section (D) below, the Award shall remain outstanding and the number of PSAs that vests, if any, will be determined in accordance with the terms hereof (including Annex B) in the same manner as if no Termination of Employment had occurred. (C) If the Participant’s Termination of Employment occurs within twelve (12) months of the Date of Grant, and the Termination qualifies as Retirement at the Normal Retirement Date, then, except as provided in Section (D) below, the Award shall remain outstanding and the number of PSAs that vests, if any, will be determined in accordance with the terms hereof (including Annex B) in the same manner as if no Termination of Employment had occurred, except that the Target Number of PSAs Granted shall be prorated (such proration to be determined by multiplying the Target Number of PSAs Granted by a fraction, the numerator of which is the number of days the Participant was employed since the Date of Grant and the denominator of which is 365). The remaining portion of the Award shall be forfeited as of the date of the Termination of Employment. (D) If the Participant’s Termination of Employment qualifies as Retirement at the Normal Retirement Date and the Participant dies after such Termination of Employment, but before the number of vested PSAs has been determined pursuant to Annex B, then the number of PSAs that shall immediately vest shall be equal to the sum of: (i) the number of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Annex B, during such of the Performance Periods as have been completed on or prior to the Participant’s death; plus (ii) the Target Number of PSAs Granted for any incomplete Performance Periods in which the Participant’s death occurs and any Performance Periods that have not yet commenced by the date of the Participant’s death. (E) If the Termination of Employment occurs during the Post-Change Period and (i) the Participant’s Termination of Employment is initiated by the Employer other than for Cause, death, or Disability, or (ii) the Participant is eligible to participate in The Allstate Corporation Change in Control Severance Plan (the “CIC Plan”) and the Participant’s Termination of Employment is initiated by the Participant for Good Reason, then the number of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Annex B, during such of the Performance Periods as have been completed prior to the Change in Control, plus the number of PSAs as determined in accordance with Section 2, if any, shall vest as of the day prior to the Termination of Employment. (F) If the Participant’s Termination of Employment occurs prior to the Conversion Date for any other reason, then all PSAs shall be forfeited as of the date of such Termination of Employment.

Termination of Employment, Death or Disability. Upon the Participant’s Termination of Employment, death or Disability, all unvested PSAs shall be treated as follows: (Aa) If an Eligible Individual ceases to be employed by at least one of the Participant dies or is determined to have a Disabilityemployers in the group of employers consisting of the Corporation and its Affiliates because the Eligible Individual voluntarily terminates employment with such group of employers, the number of PSAs that shall immediately vest shall be equal to the sum of: (i) the number of PSAsportion, if any, of an Option that have been earned based has not yet vested under the terms of the Plan, on the attainment date of the performance goals set forth in Annex BEligible Individual's Termination of Service shall terminate as of such date, during such of the Performance Periods as have been completed on or prior to the Participant’s death or Disability; plus (ii) the Target Number of PSAs Granted Eligible Individual shall have the right for any incomplete Performance Periods in which the Participant’s death or Disability occurs and any Performance Periods that have not yet commenced by the date of the Participant’s death or Disability. thirty (B30) If the Participant’s days after such Termination of Employment occurs twelve (12) months or more after Service to exercise the Date of Grant, and the Termination qualifies as Retirement at the Normal Retirement Date, then, except as provided in Section (D) below, the Award shall remain outstanding and the number of PSAs that vestsportion, if any, will be determined in accordance with the terms hereof (including Annex B) in the same manner as if no Termination of Employment had occurred. (C) If the Participant’s Termination of Employment occurs within twelve (12) months of the Date of Grant, and Option which has vested pursuant to the Termination qualifies as Retirement at the Normal Retirement Date, then, except as provided in Section (D) below, the Award shall remain outstanding and the number of PSAs that vests, if any, will be determined in accordance with the terms hereof (including Annex B) in the same manner as if no Termination of Employment had occurred, except that the Target Number of PSAs Granted shall be prorated (such proration to be determined by multiplying the Target Number of PSAs Granted by a fraction, the numerator of which is the number of days the Participant was employed since the Date of Grant and the denominator of which is 365). The remaining portion of the Award shall be forfeited Plan as of the date of the Eligible Individual's Termination of Employment. Service, and thereafter such Option shall terminate and cease to be exercisable, (D) If the Participant’s Termination of Employment qualifies as Retirement at the Normal Retirement Date and the Participant dies after such Termination of Employment, but before the number of vested PSAs has been determined pursuant to Annex B, then the number of PSAs that shall immediately vest shall be equal to the sum of: (iiii) the number portion of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Annex B, during such of the Performance Periods as have been completed on or any Option which has vested with respect to a Fiscal Year ending prior to the Participant’s death; plus (ii) the Target Number of PSAs Granted for any incomplete Performance Periods in which the Participant’s death occurs and any Performance Periods that have not yet commenced by the date of the Participant’s death. (E) If the Eligible Individual's Termination of Employment occurs during Service but with respect to which the Post-Change Period and (i) Committee has not yet determined the Participant’s Termination of Employment is initiated by the Employer other than for Cause, death, or Disability, or (ii) the Participant is eligible to participate in The Allstate Corporation Change in Control Severance Plan (the “CIC Plan”) and the Participant’s Termination of Employment is initiated by the Participant for Good Reason, then the number of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Annex B, during such of the Performance Periods as have been completed prior to the Change in Control, plus the number of PSAs as determined in accordance with Section 2, if any, shall vest as of the day prior to the Termination of Employment. (F) If the Participant’s Termination of Employment occurs prior to the Conversion Date for any other reason, then all PSAs shall be forfeited as of amount which has vested at the date of such termination may be exercised by the Eligible Individual within thirty (30) days after (A) the date of receipt by the Eligible Individual of the portion of any Cash Payment which has vested with respect to such Fiscal Year, or (B) if no Cash Payment is made with respect to such Fiscal Year, the date of receipt by the Eligible Individual of a notice from the Committee pursuant to Section 6.5 hereof of the number of shares of Stock subject to such Eligible Individual's Option which has vested with respect to that Fiscal Year, and thereafter such portion shall terminate and cease to be exercisable, and (iv) the portion of any Cash Payment granted to the Eligible Individual which is payable with respect to a Fiscal Year ending prior to the date of the Eligible Individual's Termination of Employment.Service shall be paid to such Eligible Individual at the time provided for in this Plan, and no other Cash Payment shall be required to be paid by the Corporation in connection with this Plan. Notwithstanding the foregoing, if an Eligible Individual ceases to be employed during the Fiscal Year because the Eligible Individual voluntarily terminates employment as provided in this Section 6.8(a), no

Termination of Employment, Death or Disability. Upon the Participant’s Termination of Employment, death or Disability, all unvested PSAs shall be treated as follows: (A) If the Participant dies or is determined to have a Disability, the number of PSAs that shall immediately vest shall be equal to the sum of: (i) the number of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Annex B, during such of the Performance Periods as have been completed on or prior to the Participant’s death or Disability; plus (ii) the Target Number of PSAs Granted for any incomplete Performance Periods in which the Participant’s death or Disability occurs and any Performance Periods that have not yet commenced by the date of the Participant’s death or Disability. (B) If the Participant’s Termination of Employment occurs twelve (12) months or more after the Date of Grant, and the Termination qualifies as Retirement at the Normal Retirement Dateis on account of Retirement, then, except as provided in Section Sections (D) and (E) below, the Award shall remain outstanding and the number of PSAs that vests, if any, will be determined in accordance with the terms hereof (including Annex B) in the same manner as if no Termination of Employment had occurred. (C) If the Participant’s Termination of Employment occurs within twelve (12) months of the Date of Grant, and the Termination qualifies as Retirement at the Normal Retirement Dateis on account of Retirement, then, except as provided in Section Sections (D) and (E) below, the Award shall remain outstanding and the number of PSAs that vests, if any, will be determined in accordance with the terms hereof (including Annex B) in the same manner as if no Termination of Employment had occurred, except that the Target Number of PSAs Granted shall be prorated (such proration to be determined by multiplying the Target Number of PSAs Granted by a fraction, the numerator of which is the number of days the Participant was employed since the Date of Grant and the denominator of which is 365). The remaining portion of the Award shall be forfeited as of the date of the Termination of Employment. (D) If the Participant’s Termination of Employment qualifies as is on account of Retirement at the Normal Retirement Date and the Participant dies after such Termination of Employment, but before the number of vested PSAs has been determined pursuant to Annex B, then the number of PSAs that shall immediately vest shall be equal to the sum of: (i) the number of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Annex B, during such of the Performance Periods as have been completed on or prior to the Participant’s death; plus (ii) the Target Number of PSAs Granted for any incomplete Performance Periods in which the Participant’s death occurs and any Performance Periods that have not yet commenced by the date of the Participant’s death. (E) If the Termination of Employment occurs as a result of conduct leading to immediate termination pursuant to Company or Subsidiary policy based on: (i) dishonesty, such as theft, fraud, embezzlement, or falsification of Company or Subsidiary documents; (ii) conviction of, or entering a plea of nolo contendere to, a crime that constitutes a felony; (iii) acts of physical harm or violence to the property or assets of the Company, to any employee or customer of the Company or any Subsidiary, or to any independent contractor or service provider who provides services to the Company or any Subsidiary; or (iv) harassment or discriminatory conduct based on sex, race, color, religion, age, disability, citizenship, national origin, sexual orientation, or status as a veteran involving any employee or customer of the Company or any Subsidiary, or any independent contractor or service provider who provides services to the Company or any Subsidiary; then all PSAs that remain subject to vesting shall be forfeited as of the end of the day of such Termination of Employment. A Participant whose Termination of Employment occurs as a result of conduct leading to immediate termination for the conduct outlined in this subsection 1(E), is not eligible for the post-termination equity treatment outlined in subsections 1(B) and 1(C). (F) If the Termination of Employment occurs during the Post-Change Period and (i) the Participant’s Termination of Employment is initiated by the Employer other than for Cause, death, or Disability, or (ii) the Participant is eligible to participate in The Allstate Corporation Change in Control Severance Plan (the “CIC Plan”) and the Participant’s Termination of Employment is initiated by the Participant for Good Reason, then the number of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Annex B, during such of the Performance Periods as have been completed prior to the Change in Control, plus the number of PSAs as determined in accordance with Section 2, if any, shall vest as of the day prior to the Termination of Employment. (FG) If the Participant’s Termination of Employment occurs prior to the Conversion Date for any other reason, including Termination of Employment for violation of the Allstate Global Code of Conduct which results in a recovery under The Allstate Corporation Clawback Policy, then all PSAs shall be forfeited as of the date of such Termination of Employment.