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AFLAC INCORPORATED
2017 PROXY STATEMENT
68
Proposal 5: Proposal to Approve the Aflac Incorporated Long-Term Incentive Plan
If an award granted under the 2017 LTIP expires or is terminated, the shares of Common Stock underlying the
award will again be available under the 2017 LTIP, except to the extent that such shares are tendered in payment
for an option, are delivered or withheld by the Company or the Participant to satisfy any tax withholding obligation,
or are shares covered by a stock-settled stock appreciation right that were not issued upon the settlement of the
award. In the event of any change in the Company’s capitalization or in the event of a corporate transaction such
as a merger, consolidation, separation or similar event, the 2017 LTIP provides for appropriate adjustments in
the number and class of shares of stock available for issuance or grant and in the number and/or price of shares
subject to awards.
ELIGIBILITY
Awards may be granted under the 2017 LTIP to employees of the Company and its subsidiaries (currently approximately
9,900 individuals), as selected by the Committee in its sole discretion, and Non-employee Directors of the Company
(currently 11 individuals). For purposes of the foregoing, employees shall include prospective employees to whom
awards are granted in connection with an offer of future employment with the Company or its affiliates.
TYPES OF AWARDS
The Committee may grant four types of awards under the 2017 LTIP: (i) options (including incentive stock options
within the meaning of Section 422 of the IRC and nonqualified options that do not qualify as incentive stock
options), (ii) restricted stock, (iii) restricted stock units and (iv) stock appreciation rights. Each award will be
evidenced by an agreement which shall contain such provisions as the Committee may in its sole discretion deem
necessary or desirable and which are not in conflict with the terms of the 2017 LTIP.
STOCK OPTIONS
Options entitle the holder to purchase shares of Common Stock during a specified period at a purchase price
specified by the Committee (but not less than the fair market value of the Common Stock on the day the option is
granted). Each option granted under the 2017 LTIP is exercisable for a period of 10 years from the date of grant,
or such lesser period as the Committee shall determine. Options may be exercised in whole or in part, generally
in amounts of 100 shares or more, by the payment in cash of the full option price of the shares purchased, by
tendering shares of Common Stock with a fair market value equal to the option price of the shares purchased,
or by other methods approved by the Committee. Options that are exercisable as of the date of a participant’s
termination of service with the Company (for any reason other than “Cause,” as defined in the 2017 LTIP) may
be exercised after such date for the period set forth in the option agreement or as otherwise determined by the
Committee. Unless otherwise provided in the applicable option agreement, options held by a participant upon
termination from the Company’s service for Cause shall immediately expire (whether or not then exercisable). The
Committee has discretion to vary any of the rules set forth above concerning options.
RESTRICTED STOCK
A restricted stock award consists of a grant of a share of Common Stock that is subject to a risk of forfeiture. For
each share of restricted stock, the price to be paid by a participant and the date of, and any conditions to, vesting
shall be determined by the Committee in its discretion. Unless the Committee determines otherwise, a holder of
restricted stock may not transfer such shares prior to vesting. A holder of restricted stock may vote such shares and
may receive all dividends on such shares (provided that the Committee may determine that dividends on such shares
shall be reinvested and/or held in escrow until the restrictions on the underlying shares lapse). Upon termination of
employment with the Company, a holder of restricted stock may, and if the termination is for Cause shall, be required
to transfer to the Company such restricted stock together with any dividends held in escrow thereon.
RESTRICTED STOCK UNITS
A restricted stock unit award entitles the holder to receive one (1) share of the Company’s Common Stock
following the vesting date. For each restricted stock unit, the date of, and any conditions to, vesting shall be
determined by the Committee in its discretion. Upon the grant of a dividend with respect to Common Stock, each
restricted stock unit shall be credited with dividend equivalents that shall be converted into additional restricted
stock units with a value equal to the amount of the underlying dividend. Upon termination of a participant’s
employment with the Company for any reason, all restricted stock units held by the participant that have not yet
vested, and any associated dividend equivalents, shall be forfeited unless the Committee has provided otherwise
in an applicable award agreement.