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Main Section Title [H1]
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Subsection Title [H2]
AFLAC INCORPORATED
2017 PROXY STATEMENT
55
2016 Summary Compensation Tables
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Potential Payments Up ermination or Change in Control
The EDCP allows certain U.S.-based officers, including the NEOs (the “Participants”), to defer up to 75% of their
base salaries and up to 100% of their annual non-equity incentive awards. The Company may make discretionary
matching or other discretionary contributions in such amounts, if any, that the Compensation Committee may
determine each year.
The EDCP is subject to the requirements of Section 409A of the Internal Revenue Code. Deferred amounts earned and
vested prior to 2005 (“grandfathered” amounts) under the EDCP are not subject to Section 409A’s requirements and
continue to be governed generally under the terms of the EDCP and the tax laws in effect before January 1, 2005.
The amounts in the Aggregate Balance column include investment earnings (and losses) determined under phantom
investments. Account balances may be invested in phantom investments selected by Participants from an array of
investment options that substantially mirror the funds available under the Company’s 401(k) Plan, except for Common
Stock. Participants can change their investment selections (unless prohibited by the fund) in the same manner that
applies to participants in the 401(k) Plan.
Each year, when Participants elect whether to defer compensation under the EDCP for the following year, they also
elect the timing and form of future distributions arising from those deferrals, with a separate election permitted for each
type of deferral (i.e., salary and non-equity incentive award). Specifically, a Participant may elect distributions beginning
in a specific year (even if employment has not then ended) or beginning six months after the termination of employment.
Participants may choose to have any distribution made in a lump sum or in up to ten annual installments. Distributions
attributable to discretionary contributions are made in the form and at the time specified by the Company.
A Participant may delay the timing and form of distributions attributable to deferrals as long as the change is made at
least twelve months before the initial distribution date. With respect to non-grandfathered amounts, new elections also
must satisfy the additional requirements of Section 409A. In general, Section 409A provides that distributions may not
be accelerated (other than for hardships) and any delayed distribution may not begin earlier than five years after the
original distribution date.
Deferral amounts for which no distribution elections have been made are distributed in a lump sum six months after a
Participant separates from service.
Potential Payments Upon Termination or Change in Control
For purposes of this section only, the “Company” refers to Aflac Incorporated or Aflac, as applicable. The Company
has employment agreements with each of the NEOs. Except as described below, the agreements are similar in
nature and contain provisions relating to termination, disability, death and a change in control of the Company.
Mr. Daniel P. Amos voluntarily waives all “golden parachute” and other severance components in his employment
agreement. The elimination of these potential payments has been reflected in the 2016 Potential Payments Upon
Termination or Change in Control table.
For the remaining NEOs, the Company remains obligated to continue compensation and benefits for the
scheduled term of the agreement if the NEO’s employment is terminated by the Company without “good cause”
or by the NEO with “good reason.” In addition, upon a termination by the Company without good cause or by
the NEO for good reason, all outstanding equity awards become fully vested, except that equity awards subject
to Company performance will remain subject to that performance. Mr. Kirsch entered into a new agreement
effective January 1, 2016, that provides for termination and change of control compensation and benefits similar
to the compensation and benefits provided for the other NEOs. Messrs. Cloninger and Paul S. Amos II are not
entitled to continued compensation after earning the maximum benefit under the SERP; Mr. Cloninger has earned
the maximum SERP benefit and, therefore, would not receive continued compensation. Mr. Kirsch does not
participate in the SERP.
If an NEO’s employment is terminated by the Company for “good cause,” or by the NEO without “good reason,”
the Company generally is obligated to pay compensation and benefits only to the date of termination (except
that the NEO, to the extent otherwise eligible, is entitled to benefits under the RPSO or under the SERP if the
termination is not for “good cause”). Under the NEOs’ employment agreements, “Good cause” generally means
that in discretion of the Company, any of the following have occurred or exist: (i) the willful failure by the NEO to
substantially perform assigned management duties (other than due to sickness, injury, or disability); (ii) intentional