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combined voting power of the securities of Parent or such surviving entity outstanding immediately after
such merger or consolidation, in substantially the same proportions as their ownership of the Company
immediately prior to such merger or consolidation, or (B) a merger or consolidation effected to implement
a recapitalization of Parent (or similar transaction) in which no “person” (as hereinabove defined), directly
or indirectly, acquires more than fifty percent (50%) of the combined voting power of Parent’s then
outstanding securities (not including any securities acquired directly from Parent or its Affiliates); or
(iv) the shareholders of Parent approve a plan of complete liquidation or dissolution of Parent or there is
consummated an agreement for the sale or disposition by Parent of all or substantially all of Parent’s
assets (or any transaction having a similar effect), other than a sale or disposition by Parent of all or
substantially all of Parent’s assets to an entity, at least 75% of the combined voting power of the voting
securities of which are owned by shareholders of Parent in substantially the same proportions as their
ownership of Parent immediately prior to such sale.
Notwithstanding the foregoing definition, “Change in Control” with respect to any Award shall mean a “Change in
Control” as defined in the employment agreement (if any) between the Company and the Participant, if different
from the foregoing and applicable to Awards under the Plan.
(g) Participant Rights. No Participant shall have any claim to be granted any Award under the 2018 MIP, and
there is no obligation for uniformity of treatment for Participants. Awards under the 2018 MIP shall be subject
to any applicable policies of Parent, including without limitation any policies relating to the recoupment of
compensation upon a restatement of financial results.
(h) Unfunded Status of Awards. The 2018 MIP is intended to constitute an “unfunded” plan for incentive
compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the 2018 MIP or any Award shall give any such Participant any rights that are greater than those
of an unsecured general creditor of the Company.
(i) Governing Laws. The 2018 MIP and all determinations made and actions taken pursuant hereto shall be
governed by the laws of the State of Georgia without giving effect to the conflict of laws principles thereof.
(j) Effective Date. The 2018 MIP shall take effect upon January 1, 2018, following its adoption by the Board;
provided that the 2018 MIP shall be subject to the requisite approval of the shareholders of the Company in
order to comply with Section 162(m) of the Code. In the absence of such approval, the 2018 MIP (and any
Awards made pursuant to the 2018 MIP with respect to the 2018 fiscal year or thereafter) shall be null and
void.
(k) Beneficiary. A Participant may file with the Committee or its designee a written designation of a beneficiary
on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such
designation. If no designated beneficiary survives the Participant, the executor or administrator of the
Participant’s estate shall be deemed to be the grantee’s beneficiary.
(l) Interpretation. The 2018 MIP is designed and intended to comply, to the extent applicable, with Sections
162(m) and 409A of the Code, and all provisions hereof shall be construed in a manner to so comply.
Appendix B
AFLAC INCORPORATED
2017 PROXY STATEMENT
98