Exhibit 10.24
VOLUNTARY RETIREMENT AGREEMENT AND RELEASE
In consideration of the mutual promises and agreements hereinafter set forth,
the receipt and sufficiency of which are hereby mutually acknowledged, Allstate
Insurance Company ("Allstate") on its own behalf and on behalf of its officers,
directors, agents, servants, employees, stockholders and assigns, its
subsidiaries, parents and affiliates, and all other persons, firms, associations
and corporations jointly or severally liable with it, and Xxxxx X. Lower, II
("Mr. Lower") presently an employee of Allstate, do hereby enter into this
Voluntary Retirement Agreement and Release ("Agreement") and do hereby mutually
covenant and agree as follows:
1. Effective as of the close of business on January 31, 2000, Mr.
Lower shall be relieved of all duties, obligations, and
responsibilities of his present employment with Allstate and
shall be placed on a personal leave of absence. Mr. Lower's
personal leave of absence shall continue thereafter, to and
including July 31, 2000. Mr. Lower shall be entitled to no
further compensation, severance, salary, wage, bonus, stock
option grants, vacation allowance or other form of remuneration
or consideration except as hereinafter set forth in paragraph 2
of this Agreement. As of the close of business on July 31, 2000,
Mr. Lower shall retire and shall be entitled to all benefits
attributable to retirement status under Allstate employee benefit
programs.
Nothing in this Agreement may be read to alter or amend any terms
or conditions of Mr. Lower's employment with Allstate other than
those specified in this Agreement. All other employment policies
continue in effect with regard to Mr. Lower's employment.
2. Following Mr. Lower's retirement on July 31, 2000, Allstate
agrees to pay Mr. Lower the lump sum of $1,679,200.00, subject to
federal, state, FICA, and other applicable tax deductions. As of
January 31, 2000, Mr. Lower shall be entitled to receive no
further stock option grants, should the Board of Directors
approve stock option grants for option eligible employees such as
Mr. Lower. Should Mr. Lower die after January 31, 2000 and before
all payments have been made pursuant to this paragraph, the total
unpaid balance of the payments and any awarded cash bonus
provided for in this paragraph shall be paid in lump sum(s) to
Mr. Lower's estate. Mr. Lower shall remain eligible to receive
any cash bonus that may be awarded to him in
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accordance with the terms of Allstate Annual Executive Incentive
Compensation Plan for the 1999 performance year only, which cash
bonus, if awarded to the category of employees which includes Mr.
Lower, shall be paid in or about March, 2000. Mr. Lower shall
also remain eligible to receive any cash bonus that may be
awarded to him in accordance with the terms of the Allstate
Long-Term Executive Incentive Compensation Plan for the 1997 -
1999 performance cycle only, which cash bonus, if awarded to the
category of employees which includes Mr. Lower, shall be paid in
or about March, 2000.
Without limiting the effect of any other provision of this
Agreement, the payments referred to in this Agreement shall not
restrict Mr. Lower's right at any time to seek employment apart
from Allstate, or its subsidiaries, or to accept such employment,
and any such employment by Mr. Lower will not affect his right to
obtain the various payments and benefits provided in this
Agreement. Mr. Lower shall not, however, seek employment at any
time following his retirement with any Allstate office,
subsidiary, or affiliate.
3. The exercisability of the Awards granted to Mr. Lower under The
Allstate Corporation Equity Incentive Plan ("the Plan") on or
prior to January 31, 2000 shall be accelerated to July 31, 2000,
subject to the approval of the Compensation and Succession
Committee of the Board of Directors of The Allstate Corporation
in exercise of its authority under the Plan to accelerate the
exercisability of Awards granted under the Plan.
4. Mr. Lower shall return his current company-owned vehicle to
Allstate by January 31, 2000, or he may purchase his current
company-owned vehicle, should he so desire, in accordance with
the provisions of the Company Car Manual, at any time on or
before January 31, 2000.
5. Mr. Lower agrees that company information assets such as trade
secrets, copyrights, data files, and proprietary information,
regardless of media or form, are the property of Allstate and
their confidentiality and integrity must be respected. Mr. Lower
shall return all company property and all copies, including but
not limited to, files, data, studies, software, and equipment, to
Allstate, on or before January 31, 2000. Except as may be
required by law or process, Mr. Lower will forever hold in strict
confidence all such information and shall notify Allstate
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promptly should he become aware of any unauthorized disclosure of
such information. Mr. Lower acknowledges that use or disclosure
of such information may lead to irreparable damage to Allstate,
and agrees that Allstate may take any action at Allstate's
discretion to protect company assets.
6. In return for the consideration set forth in this Agreement, none
of which Mr. Lower would be entitled to if he did not voluntarily
enter into this Agreement, Mr. Lower for himself, his heirs,
representatives, administrators, and assigns does hereby release
and forever discharge Allstate, its officers, directors, agents,
servants, employees, stockholders and assigns, its subsidiaries,
parents and affiliates, and all other persons, firms,
associations and corporations who are or may be jointly or
severally liable with it, of and from any and all claims,
demands, actions and causes of action, whether presently known or
unknown, arising from, or in any way related to, Mr. Lower's
employment with Allstate and the termination thereof. Mr. Lower
does hereby agree and covenant not to bring, or assist in
bringing, any claim, action, cause of action or proceeding
against Allstate, or any of the persons, firms, associations, or
corporations herein released, directly or indirectly, regarding,
or in any way related to, any of the matters released hereby or
otherwise referred to herein. This release applies to all claims,
demands, actions, and causes of action whether presently known or
unknown, existing at the time this Agreement is executed,
including, without limitation, such rights and claims that Mr.
Lower has or may have under the Age Discrimination in Employment
Act of 1967. Mr. Lower does hereby expressly waive any and all
rights or claims which he has or may have under the Age
Discrimination in Employment Act of 1967 (29 U.S.C. Sections
621-634) or any similar law or rule of any other jurisdiction,
to the full extent that he may waive such rights and claims
pertaining to the matters released herein. The Age Discrimination
in Employment Act of 1967 provides, in pertinent part, as
follows:
It shall be unlawful for an employer--
(1) to fail or refuse to hire or to discharge any individual
or otherwise discriminate against any individual with
respect to his compensation, terms, conditions, or
privileges of employment, because of such individual's age;
(2) to limit, segregate, or classify his employees in any
way which would deprive or tend to
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deprive any individual of employment opportunities or
otherwise adversely affect his status as an employee,
because of such individual's age; or
(3) to reduce the wage rate of any employee in order to
comply with this chapter.
29 U.S.C. Section 623(a). Mr. Lower further understands that
Allstate reserves the right to setoff the sums paid to him by
Allstate as consideration for this Agreement against any
recovery received by Mr. Lower in the event he pursues any
action, proceeding, complaint or charge, as proscribed herein.
7. Through January 31, 2001, Mr. Lower agrees that he will neither
solicit for employment nor hire for employment by an employer
other than Allstate any current Allstate Life and Savings
employee or any bonus or officer level employee of Allstate.
8. Mr. Lower agrees to make himself available to and cooperate with
Allstate in any Allstate internal investigation or
administrative, regulatory, or judicial proceeding in which he is
or may be witness. Such cooperation by Mr. Lower is understood to
include, but not be limited to, making himself available to
Allstate upon reasonable notice for interviews and factual
investigations, appearing at Allstate's request for the purpose
of giving testimony without requiring service of a subpoena or
other legal process, volunteering to Allstate pertinent
information, and turning over to Allstate all relevant documents
which are or may in the future come into Mr. Lower's possession.
In the event that Allstate asks for Mr. Lower's cooperation in
accordance with this paragraph, Allstate agrees to reimburse Mr.
Lower for reasonable travel expenses, including lodging and
meals, upon submission of receipts to Allstate for such expenses.
9. The existence and terms of this Agreement are to be held in
strict confidence by each of the parties, and discussions by
either party shall be limited to those parties reasonably
necessary for accounting purposes, tax purposes, securing of
employment, government benefits, loans, or in any other case
where it is reasonably necessary or required by law. In those
circumstances, those persons to whom such communication is made
will be put on notice of the confidentiality of the Agreement.
Allstate may, without violating this confidentiality
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clause, advise its senior management and Board members of this
Agreement and make such communication within the Company as it
deems necessary; Mr. Lower may, without violating this
confidentiality clause, inform his wife and the members of his
immediate family of the terms of this Agreement and inform any
future employer of any portions of this Agreement as limit his
activities on behalf of such a future employer.
10. In the event that any part, term or provision of this Agreement
is declared or determined to be unlawful or unenforceable, such
holding will in no way affect the lawfulness or enforceability of
the remaining provisions, and the unlawful or unenforceable part,
term or provision shall be deemed not to be a part of this
Agreement.
11. Allstate and Mr. Lower agree that Mr. Lower may revoke this
Agreement if, within seven (7) calendar days from the date this
Agreement is executed, Mr. Lower provides written notice to
Allstate of his intention to revoke the Agreement. Accordingly,
this Agreement shall not become effective or enforceable until
seven (7) calendar days have passed after its execution.
12. Mr. Lower and Allstate further warrant and acknowledge that Mr.
Lower was given 21 calendar days, from the date this Agreement
was presented to him, in which to consider this Agreement prior
to its execution. It is further acknowledged that Mr. Lower was
advised in writing to consult with an attorney prior to executing
this Agreement. Mr. Lower and Allstate further warrant and
acknowledge that they have each read, reviewed, and fully
considered the terms of this Agreement, have made such
investigation of the facts pertinent hereto as each deems
necessary and appropriate, and fully understand the terms and
effect of this Agreement and execute the same freely of their own
accord. Mr. Lower and Allstate hereby acknowledge that the terms
of this Agreement are contractual, and not a mere recital, and
are the result of mutual consent to, and understanding of, the
terms of this Agreement. This Agreement contains the entire
agreement between the parties, and each acknowledge that there
are no other agreements or understandings between them except as
expressly provided for herein. This Agreement is to be governed
by the law of the State of Illinois.
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13. As of the effective date of this Agreement, this Agreement sets
forth all compensation, salary, benefits, and bonuses for which
Mr. Lower is entitled notwithstanding any other agreements signed
by Mr. Lower, including but not limited to, the Change of Control
Employment Agreement among The Allstate Corporation, Allstate
Insurance Company and Xxxxx X. Lower, II. Consequently, as of the
effective date of this Agreement, the terms of the Change of
Control Employment Agreement and any other similar agreement
signed by Mr. Lower shall be given no force or effect. Nothing in
this Agreement shall be read to limit, restrict, or impact in any
way, any right or benefit, including any retirement benefit,
which has already vested in Mr. Lower as of the effective date of
this Agreement.
14. In the event that Allstate is purchased, merged, experiences a
change in control, or otherwise reorganizes itself into a new
entity before it has fulfilled all of its obligations under this
Agreement, the obligations undertaken by Allstate in this
Agreement will be binding on any such purchaser, successor, or
new entity. In addition, in such event, the obligations
undertaken by Mr. Lower in regard to Allstate will remain binding
on Mr. Lower, but will be owed to the purchaser, successor, or
new entity.
IN WITNESS WHEREOF, the parties hereto have approved and executed
this Agreement on this 6th day of January, 2000.
/S/ XXXXX X. LOWER, II
----------------------
Xxxxx X. Lower, II
ALLSTATE INSURANCE COMPANY
By: /s/Xxxxxx X. Xxxx
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