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AFLAC INCORPORATED
2017 PROXY STATEMENT
69
Proposal 5: Proposal to Approve the Aflac Incorporated Long-Term Incentiv Plan
STOCK APPRECIATION RIGHTS (“SARs”)
An SAR entitles the participant, upon exercise, to shares of Common Stock with a fair market value equal to the
excess of the fair market value of a share of Common Stock over the grant price of the SAR. The grant price of
each SAR will not be less than the fair market value of a share of Common Stock on the date of the grant. An SAR
is exercisable only upon such terms and conditions as shall be determined by the Committee in its discretion. The
Committee shall determine the term of an SAR, provided it shall not exceed 10 years.
NON-EMPLOYEE DIRECTORS AWARDS
No awards shall be provided to Non-employee Directors (as defined in the 2017 LTIP) other than as described
below. Awards to a Non-employee Director under the 2017 LTIP shall generally be made on the same terms and
conditions as apply to awards to employees under the 2017 LTIP, except that the functions otherwise reserved to
the Committee under the 2017 LTIP shall be exercised by the Board of Directors (exclusive of the affected Non-
employee Director), and except as summarized under “Special Vesting Rights” below.
Each person upon first becoming a Non-employee Director is granted on such date either an option, a stock
appreciation right, restricted stock or a combination thereof, in any event having a value as of the date of grant
(as reasonably determined in good faith by the Board of Directors or its designee) not in excess of the value
of an option covering an aggregate of 10,000 shares of Company stock (subject to adjustment as described
above upon changes in capitalization or other corporate events); provided, however, that no such award shall be
granted to a Director who previously did not qualify as a Non-employee Director but subsequently becomes a
Non-employee Director solely as a result of the termination of his or her status as an employee of the Company
or its affiliates. Thereafter, each Non-employee Director (including any Director who previously did not qualify as
a Non-employee Director but who subsequently becomes a Non-employee Director) may be granted an option,
stock appreciation rights, restricted stock, or a combination thereof from time to time (but in the case of any Non-
employee Director who was granted an award pursuant to the preceding sentence, not earlier than the first fiscal
year of the Company following the fiscal year of the Company in which such award was made pursuant to the
preceding sentence) with a value (as reasonably determined in good faith by the Board of Directors or its designee)
not exceeding $475,000, which reflects an increase from $200,000 under the LTIP.
The Board of Directors also may provide that all or a portion of a Non-employee Director’s annual retainer and/
or meeting fees shall be payable in the form of an award under the 2017 LTIP, provided that any such award
shall have a value as of the date of grant (as reasonably determined in good faith by the Board of Directors or its
designee) not in excess of the annual retainer and/or meeting fee in respect of which it is made.
CHANGE IN CONTROL
Unless the applicable employment agreement provides otherwise, in the event that within 24 months of a Change
in Control (as defined in the 2017 LTIP), the Company shall cease to employ the holder of an award due to a
termination of employment by the Company other than for Cause or by the holder for Good Reason (as those
terms are defined in the 2017 LTIP, or in any applicable employment agreement): (i) any award carrying a right to
exercise that was not previously exercisable and vested shall become fully exercisable and vested, except that as
to each award with respect to which performance goals are imposed, a pro rata portion of such award (based on
the number of full and partial months that have elapsed with respect to each performance period) shall become
fully exercisable and vested as of the date of such termination, and any performance goals imposed with respect
to awards shall be measured as of the date of such termination of employment; and (ii) the restrictions, deferral
limitations, payment conditions, and forfeiture conditions applicable to any other award shall lapse and such
awards shall be deemed fully vested, except that as to each award with respect to which performance goals are
imposed, a pro rata portion of such award (based on the number of full and partial months that have elapsed
with respect to each performance period) shall be deemed fully vested and any performance goals imposed with
respect to awards shall be measured as of the date of such termination of employment. Such acceleration may, in
the discretion of the Board of Directors, also occur upon consummation of a change in control if any successor to
the Company declines to assume or provide substitutes for the awards.
SPECIAL VESTING RULES
As noted above, the Committee in its sole discretion may condition the vesting or exercisability of any award
granted under the 2017 LTIP on the attainment of pre-established performance goals.
In addition, notwithstanding any other provision of the 2017 LTIP, awards shall vest (i.e., become nonforfeitable)
over a minimum period of one year; provided that (i) in the event of a Change in Control or the participant’s death