101 / 108
(b) with respect to Parent, a subsidiary, division, business unit or segment, product line, product, or
any combination of the foregoing, (c) on an absolute basis, or relative to a target, to growth levels, to a
designated comparison group, to results in other periods, to an index, or to other external measures, and
(d) on an aggregate or per-share basis. Performance goals may include a threshold level of performance
below which no Award will be earned, levels of performance at which an Award will become partially earned
and a level at which an Award will be fully earned. To the extent required to qualify payment under an Award
as performance-based compensation within the meaning of Section 162(m) of the Code, Awards whose
vesting or exercise is conditioned on the attainment of performance goals shall become vested only after the
attainment of such performance goals has been certified by the Committee. The Committee may provide
that the achievement of performance goals shall be determined without regard to the impact of any event
or occurrence which the Committee determines should be appropriately excluded, such as restructuring
or subsidiary conversion charges, assessments by any state guaranty association or similar entity, or other
nonrecurring charges, a change in accounting standards required by U.S. generally accepted accounting
principles (“GAAP”), items of an unusual or infrequently recurring nature, changes in applicable laws or
regulations, or by excluding all or a portion of the effect of translating foreign currently of business segments
to U.S. dollars for financial reporting purposes; provided that with respect to Awards that are intended to
satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m), the
Committee shall not exercise any discretion with respect to such an Award that would cause it to fail to
qualify as performance-based compensation. With respect to Participants who are not Covered Employees,
Performance Goals may also include such qualitative performance goals as the Committee shall, from time
to time, establish; and with respect to Participants who are Covered Employees, the Committee may, subject
to attainment of Performance Goals described above, impose additional qualitative performance goals as
the Committee shall, from time to time, establish.
(s) “Performance Period” shall mean in respect of any Award the Company’s fiscal year or, in the case of a
Participant who on the date of grant of the Award is Parent’s Chief Investment Officer (or the employee with
duties typically reserved for a chief investment officer) or directly or indirectly reports to such individual, a
period of one, two or three consecutive fiscal years of the Company.
(t) “Stock” shall mean shares of Common Stock, par value $.10 per share, of Parent.
3. Administration.
The 2018 MIP shall be administered by the Committee. The Committee shall have the authority in its sole
discretion, subject to and not inconsistent with, the express provisions of the 2018 MIP, to administer the 2018
MIP and to exercise all the powers and authorities either specifically granted to it under the 2018 MIP or necessary
or advisable in the administration of the 2018 MIP, including, without limitation, the authority to grant Awards;
to determine the persons to whom and the time or times at which Awards shall be granted; to determine the
duration of the Performance Period applicable to any Award; to determine the terms, conditions, restrictions and
performance criteria, including Performance Goals, relating to any Award; to certify whether the Performance
Goals have been attained; to determine whether, to what extent, and under what circumstances an Award may be
settled, canceled, forfeited, or surrendered; to construe and interpret the 2018 MIP and any Award; to prescribe,
amend and rescind rules and regulations relating to the 2018 MIP; to determine the terms and provisions of Award
Agreements; and to make all other determinations deemed necessary or advisable for the administration of the
2018 MIP.
All decisions, determinations and interpretations of the Committee in respect of the 2018 MIP shall be final and
binding on all persons, including the Company, the Participant (or any person claiming any rights under the 2018
MIP from or through any Participant) and any shareholder.
No member of the Board or the Committee shall be liable for any action taken or determination made in good faith
with respect to the 2018 MIP or any Award granted hereunder.
4. Eligibility.
Awards may be granted to officers and other employees of the Company in the sole discretion of the Committee.
Subject to Section 5(b) below, in determining the persons to whom Awards shall be granted and the Performance
Appendix B
AFLAC INCORPORATED
2017 PROXY STATEMENT
95