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(l) “Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.
(m)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(n) “Executive Officer” shall mean an “executive officer” of Parent within the meaning of the Exchange Act.
(o) “Good Reason” shall mean, unless a Participant is a party to a written employment agreement with the
Company which contains a definition of “good reason” or any other similar term or phrase, in which case
“Good Reason” shall have the meaning set forth in such agreement, the termination of employment by a
Participant upon the occurrence of any one or more of the following events to the extent that there is, or
would be if not corrected, a material negative change in the Participant’s employment relationship with the
Company:
(i) A material reduction of the Participant’s base salary;
(ii) A significant diminution of the Participant’s duties and responsibilities;
(iii) The relocation of the Parent’s principal office or of Participant’s own office to any place beyond twenty-
five (25) miles from the current principal office of the Parent in Columbus, Georgia, or the Participant’s
own office, respectively, without the Participant’s consent; and
provided, that a Participant shall have Good Reason under this Plan only if (A) the Participant provides the
Company, within ninety (90) days of the occurrence of the event giving rise to the notice, a written notice
indicating the specific Good Reason provision(s) in this Plan relied upon, setting forth in reasonable detail the
facts and circumstances claimed to provide a basis for Good Reason, and indicating a date of termination
of employment (not less than thirty (30) nor more than sixty (60) days after the date such notice is given);
and (B) such facts and circumstances are not substantially corrected by the Company prior to the date of
termination specified by the Participant in such notice. Any failure by the Participant to set forth in a notice of
Good Reason any facts or circumstances which contribute to the showing of Good Reason shall not waive
any right of the Participant hereunder or preclude the Participant from asserting such fact or circumstances
in enforcing his or her rights hereunder.
(p) “Parent” shall mean Aflac Incorporated, a Georgia corporation.
(q) “Participant” shall mean an officer or other employee of the Company who is, pursuant to Section 4 of the
2018 MIP, selected to participate herein.
(r) “Performance Goal” shall mean the criteria and objectives, determined by the Committee, which must be
met during the applicable Performance Period as a condition of the Participant’s receipt of payment with
respect to an Award. Performance Goals may include any or all or any combination of the following: new
premium sales; premium income; investment income; revenues; total insurance benefits (cash claims,
increase in future benefits and incurred but not reported claims); expense levels; premium payment levels;
persistency rate (based on premiums or policies); policy renewals; profit margins; operating earnings
(excluding in the Committee’s sole discretion the effects of one or more of the following items: realized
gains or losses on investments, the impact from passive derivative activities and hedging, the change in fair
value of the interest rate component of cross-currency swaps, and items considered by the Committee to
be nonrecurring in nature, such as restructuring or subsidiary conversion charges, assessments by a state
guaranty association or similar entity, or other nonrecurring charges, or items excluded from the presentation
of operating earnings in the information filed or furnished by Parent with the United States Securities and
Exchange Commission from time to time); net earnings (either before or after provision for the cumulative
effect of required accounting changes for the applicable period); return on equity ( operating earnings
excluding the impact of foreign exchange divided by the average of common shareholders’ equity in the
Company as of the beginning and end of the applicable period, excluding in the Committee’s sole discretion
accumulated comprehensive income as recognized under ASC 320); new money investment yield; return
on invested assets; shareholders’ equity; operating return on shareholders’ equity; regulatory capital levels;
return on regulatory capital; risk-based capital levels or ratios; solvency margin ratio; stock price; total return
to shareholders; or, to the extent an Award is made to an individual who is not a Covered Employee, such
other performance goals as the Committee shall deem appropriate. As determined by the Committee,
achievement of the Performance Goals may be measured (a) individually, alternatively or in any combination,
Appendix B
AFLAC INCORPORATED
2017 PROXY STATEMENT
94