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AFLAC INCORPORATED
2017 PROXY STATEMENT
67
Proposal 5: Proposal to Approve the Aflac Incorporated Long-Term Incentiv Plan
ADDITIONAL CHANGES
The 2017 LTIP makes certain other changes to the LTIP, the most significant of which are described below.
Summary of the 2017 LTIP
The description of the 2017 LTIP set out below is qualified in its entirety by the complete current text of the 2017
LTIP (as we have amended it subject to shareholder approval pursuant to this Proposal 5), which is attached
hereto as Appendix A.
PURPOSE
The 2017 LTIP is intended to promote the interests of the Company and its shareholders by providing officers
and other employees of the Company or its affiliates with appropriate incentives and rewards to encourage them
to enter into and continue in the employ of the Company or its affiliates and to acquire a proprietary interest in
the long-term success of the Company; to compensate the Company’s Non-employee Directors and provide
incentives to such Non-employee Directors that are directly linked to increases in stock value; and to reward
the performance of individual officers, other employees and Non-employee Directors in fulfilling their personal
responsibilities for long-range achievements.
ADMINISTRATION
The 2017 LTIP is administered by the Committee. To the extent necessary to satisfy applicable legal requirements,
each member of the Committee will be a “Non-employee Director” (within the meaning of Rule 16b-3 promulgated
under the Exchange Act) and an “Outside Director” (within the meaning of Section 162(m) of the IRC).
The Committee has the authority in its sole discretion, subject to and not inconsistent with the express provisions
of the 2017 LTIP, to administer the 2017 LTIP and to exercise all the powers and authorities either specifically
granted to it under the 2017 LTIP or necessary or advisable in the administration of the 2017 LTIP, including without
limitation the authority to grant awards under it; to determine the persons to whom and the time or times at which
awards shall be granted; to determine the type and number of awards to be granted, the number of shares of
Common Stock to which an award may relate and the terms, conditions, restrictions and performance criteria
relating to any award; to determine whether, to what extent, and under what circumstances an award may be
settled, canceled, forfeited, exchanged, or surrendered; to make adjustments in performance goals in recognition
of unusual or nonrecurring events affecting the Company or the financial statements of the Company, or in
response to changes in applicable laws, regulations, or accounting principles; to construe and interpret the 2017
LTIP and any award; to prescribe, amend and rescind rules and regulations relating to the 2017 LTIP, including
without limitation rules and regulations relating to leaves of absence and changes from an employee to a service
provider or consultant and vice versa; to determine the terms and provisions of agreements under awards; and to
make all other determinations deemed necessary or advisable for the administration of the 2017 LTIP.
The Committee may, in its sole discretion, without amendment to the 2017 LTIP, in the event of a participant’s
death, disability or retirement, (i) relax or waive any service-based or (except in the case of retirement)
performance-based condition to the exercise of any option or stock appreciation right granted to the participant,
waive or amend the operation of 2017 LTIP provisions respecting exercise after termination of employment or
otherwise adjust any of the terms of such option or stock appreciation right, and (ii) relax or waive any service-
based or (except in the case of retirement) performance-based condition to the vesting of any restricted stock or
restricted stock unit granted to the participant or otherwise adjust any of the terms applicable to any such award.
The Committee may delegate all, or any part, of its administrative power where consistent with applicable
securities and tax law requirements.
SHARES AUTHORIZED
The Company previously reserved (and shareholders previously approved) 25,000,000 shares of Common Stock
for issuance under the LTIP. If this proposal is adopted, there will be 37,500,000 shares of Common Stock for
issuance under the 2017 LTIP including 18,609,992 shares (determined as of February 22, 2017) already granted,
or reserved in respect of awards already granted, under the LTIP. No individual may be granted awards under
the 2017 LTIP in any calendar year covering more than 1,500,000 shares (a limit that remains unchanged from
that under the LTIP). In addition, the number of shares with respect to which awards other than options or stock
appreciation rights may be granted over the life of the 2017 LTIP may not exceed 24,500,000.