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MIP. No Awards may be granted under the 2018 MIP after 2022; provided that all payments with respect to
Awards previously granted under the 2018 MIP shall be paid out pursuant to the terms of the 2018 MIP.
(f) Change in Control. Unless an employment agreement between the Company and the Participant provides
otherwise, and notwithstanding any other provision of the 2018 MIP to the contrary, if, while any Awards
remain outstanding under the 2018 MIP a “Change in Control” of Parent (as defined in this Section 6(f)) shall
occur, and within 24 months of such Change in Control the Company shall cease to employ the Participant
due to termination of employment other than by (i) the Company for Cause, or (ii) the Participant without
Good Reason, then any Performance Period outstanding at the time of such Change in Control shall
be deemed to have been completed, the maximum level of performance set forth under the respective
Performance Goals shall be deemed to have been attained and a pro rata portion (based on the number
of full and partial months that have elapsed with respect to each Performance Period) of each outstanding
Award granted to each Participant for any outstanding Performance Period shall become payable in cash to
each Participant. In the event of (i) a liquidation of the Parent, (ii) a reorganization, merger, or consolidation of
the Parent as a result of which the outstanding common stock of the Parent is changed into or exchanged
for cash or property or securities not of the Parent’s issue, (iii) a sale, exchange, or transfer of all or
substantially all of the property of the Parent, or one of its business units, to another person or corporation,
(iv) the direct or indirect acquisition of all or substantially all of the outstanding voting shares of the Parent by
another person, corporation or other entity, or (v) any other Change in Control (any such event, a “Corporate
Transaction”), the Board of Directors may, in its sole discretion, arrange with the surviving entity, continuing
successor, or purchasing corporation or other entity or parent thereof, as the case may be (the “Acquiring
Entity”), for the Acquiring Entity to assume the Parent’s rights and obligations under outstanding Awards
or substitute Awards. To the extent the Acquiring Entity elects not to assume the Company’s rights and
obligations under such outstanding Awards, then any Performance Period outstanding at the time of such
Corporate Transaction shall be deemed to have been completed, the maximum level of performance set
forth under the respective Performance Goals shall be deemed to have been attained and a pro rata portion
(based on the number of full and partial months that have elapsed with respect to each Performance Period)
of each outstanding Award granted to each Participant for any outstanding Performance Period shall
become payable in cash to each Participant.
For purposes of this paragraph 6(f), a Change in Control of Parent shall occur upon the happening of the
earliest to occur of the following:
(i) any “person,” as such term is used in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) of the Exchange Act (other than (1) Parent, or any of its subsidiaries, (2) any
trustee or other fiduciary holding securities under a benefit plan of Parent or any of its subsidiaries, (3) any
underwriter temporarily holding securities pursuant to an offering of such securities, or (4) any corporation
owned, directly or indirectly, by the shareholders of Parent in substantially the same proportions as their
ownership of Stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned
by such person any securities acquired directly from the Company or its Affiliates) representing twenty
percent (20%) or more of the combined voting power of Parent’s then outstanding voting securities;
(ii) individuals who, as of May 1, 2017 constitute the Board, and any new director (other than an individual
whose initial assumption of office is in connection with an actual or threatened election contest, including
but not limited to a consent solicitation, relating to the election of directors of Parent) whose election by
the Board or nomination for election by Parent’s shareholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for any reason to constitute
a majority thereof;
(iii) there is consummated a merger or consolidation of Parent or any direct or indirect subsidiary of Parent
with any other corporation, other than (A) a merger or consolidation which would result in the “beneficial
owners” (as hereinabove defined) of the securities of Parent outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving or parent entity), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of Parent, at least seventy-five percent (75%) of the
Appendix B
AFLAC INCORPORATED
2017 PROXY STATEMENT
97