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Appendix A – Aflac Incorporated Long-Term Incentive Plan
(As Amended and Restated February 14, 2017)
1. Purpose; Establishment.
This Aflac Incorporated Long-Term Incentive Plan 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.
The Plan was originally adopted and approved by the Board of Directors on February 10, 2004, subject to approval
by the Company’s shareholders. The Plan was thereafter amended in certain respects from time to time and was
adopted and approved by the Board of Directors on February 14, 2017 as an amended and restated Plan titled the
“Aflac Incorporated Long-Term Incentive Plan,” subject to approval by the Company’s shareholders.
2. Definitions.
As used in the Plan, the following definitions apply to the terms indicated below:
“Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the
Exchange Act.
“Agreement” shall mean the written agreement between the Company and a Participant evidencing an Award.
“Acquiring Entity” shall have the meaning ascribed to such term in Section 3(d) hereof.
“Award” shall mean any Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right or Dividend
Equivalent granted pursuant to the terms of the Plan.
“Board of Directors” shall mean the Board of Directors of the Company.
“Cause” shall mean, unless a Participant is a party to a written employment agreement with the Company or an
Affiliate which contains a definition of “cause,” “good cause,” “termination for cause,” or any other similar term or
phrase, in which case “Cause” shall have the meaning set forth in such agreement, that in the sole discretion of the
Committee the Participant has engaged in conduct involving one or more of the following:
(i) the substantial and continuing failure of the Participant to render services to the Company or any Affiliate in
accordance with the Participant’s obligations and position with the Company or Affiliate;
(ii) dishonesty, gross negligence, or breach of fiduciary duty by the Participant;
(iii) the commission by the Participant of an act of fraud or embezzlement, as found by a court of competent
jurisdiction;
(iv) the conviction of the Participant of or plea by the Participant of guilty or nolo contendre to a felony or any
crime involving moral turpitude; or
(v) a material breach by the Participant of the terms of an agreement with the Company or any Affiliate,
provided that the Company or Affiliate provides the Participant with adequate notice of such breach and the
Participant fails to cure such breach, if the breach is reasonably curable, within thirty (30) days after receipt
of such notice.
A “Change in Control” shall be deemed to have occurred upon the happening of the earliest to occur of the
following:
(i) any “person,” as such term is used in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) of the Exchange Act (other than (1) the Company, or any of its subsidiaries, (2) any trustee
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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