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Goals relating to each Award, the Committee shall take into account such factors as the Committee shall deem
relevant in connection with accomplishing the purposes of the 2018 MIP.
5. Terms of Awards.
Awards granted pursuant to the 2018 MIP shall be evidenced by an Award Agreement in such form as the
Committee shall from time to time approve.
(a) In General. The Committee shall specify with respect to a Performance Period the Performance Goals
applicable to each Award and, if and as applicable, minimum, target and maximum levels applicable to
each Performance Goal. Awards for any Performance Period may be expressed as a dollar amount or
as a percentage of the Participant’s Annual Base Salary. Unless otherwise provided by the Committee
in connection with specified terminations of employment (for Covered Employees, only terminations due
to disability or death), or except as set forth in Section 6(f) hereof, payment in respect of Awards shall be
made only if and to the extent the Performance Goals with respect to such Performance Period have been
attained.
(b) Special Provisions Regarding Awards. No Participant during any fiscal year of the Company shall be granted
more than one Award; however, to the extent the Performance Period under an Award exceeds one year,
any Participant may be subject to multiple Awards at any time (where, for example, Awards with three-
year Performance Periods are granted in consecutive years). In any event, the maximum amount that may
become payable under the 2018 MIP to a Participant who is a Covered Employee for any fiscal year of the
Company in respect all Awards whose Performance Period ends with or within such year shall not exceed
$9 million.
(c) Time and Form of Payment. Unless otherwise determined by the Committee, all payments with respect of
Awards granted under this 2018 MIP shall be made, in cash, within a reasonable period (but in any event
within 2½ months) after the end of the Performance Period. In the case of Participants who are Covered
Employees, unless otherwise determined by the Committee, such payments shall be made only after
achievement of the Performance Goals has been certified by the Committee.
6. General Provisions.
(a) Compliance with Legal Requirements. The 2018 MIP and the granting and payment of Awards, and the
other obligations of the Company under the 2018 MIP and any Award Agreement or other agreement, shall
be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required.
(b) Nontransferability. Awards shall not be transferable by a Participant except by will or the laws of descent and
distribution.
(c) No Right To Continued Employment. Nothing in the 2018 MIP or in any Award granted or any Award
Agreement or other agreement entered into pursuant hereto shall confer upon any Participant the right to
continue in the employ of the Company or to be entitled to any remuneration or benefits not set forth in the
2018 MIP or such Award Agreement or other agreement or to interfere with or limit in any way the right of the
Company to terminate such Participant’s employment.
(d) Withholding Taxes. The Company shall have the right to withhold the amount of any taxes that the Company
may be required to withhold before delivery of payment of an Award to the Participant or other person
entitled to such payment, or to make such other arrangements for the withholding of taxes that the Company
deems satisfactory.
(e) Amendment, Termination and Duration of the 2018 MIP. The Board or the Committee may at any time and
from time to time alter, amend, suspend, or terminate the 2018 MIP in whole or in part; provided that no
amendment that requires shareholder approval in order for the 2018 MIP to continue to comply with Code
Section 162(m) shall be effective unless the same shall be approved by the requisite vote of the shareholders
of the Company. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of
any Participant, without such Participant’s consent, under any Award theretofore granted under the 2018
Appendix B
AFLAC INCORPORATED
2017 PROXY STATEMENT
96