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“Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.
“Disability” shall mean (i) any physical or mental condition that would qualify a Participant for a disability benefit
under any long-term disability plan maintained by the Company (or by any Affiliate by which he is employed); or
(ii) when used in connection with the exercise of an Incentive Stock Option following termination of employment,
disability within the meaning of Section 22(e)(3) of the Code. Notwithstanding the foregoing provisions of this
definition, “Disability” with respect to any Award shall mean a Disability as defined in the Agreement relating to
such Award if different from the foregoing. Notwithstanding the foregoing provisions of this definition, to the extent
necessary to avoid imposition of a tax under Section 409A, no event that would be a Disability under the foregoing
provision of this definition shall be treated as a Disability in respect of a Participant unless the Participant shall also
be treated as “disabled” within the meaning of Section 409A.
“Dividend Equivalent” means an amount credited pursuant to Section 9(d) hereof, equal to the dividends paid with
respect to a specified number of shares of Company Stock.
“Effective Date” shall mean the date the Plan is approved by the Company’s shareholders.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
“Fair Market Value” of a share of Company Stock, as of a date of determination, shall mean (1) in regard to any
Award the closing price per share or alternatively, if the Committee so determines in its sole discretion, the average
of the high and low sales prices per share of Company Stock on the national securities exchange or national
market system on which such stock is principally traded on such date or, if such date is not a trading day, on the
last preceding date that was a trading day, or (2) if shares of Company Stock are not then listed on a national
securities exchange or national market system, or the value of such shares is not otherwise determinable, such
value as determined by the Committee in good faith. Notwithstanding the foregoing provisions of this definition,
to the extent necessary to comply with Section 409A in order to avoid the imposition of penalties or interest in
respect thereof, Fair Market Value shall be determined in a manner consistent with Section 409A.
“Good Reason” shall mean, unless a Participant is a party to a written employment agreement with the Company
or an Affiliate which contains a definition of “good reason” or any other similar term or phrase, in which case “Good
Reason” shall have the meaning set forth in such agreement, the termination of employment by a Participant upon
the occurrence of any one or more of the following events to the extent that there is, or would be if not corrected, a
material negative change in the Participant’s employment relationship with the Company:
(i) A material reduction of the Participant’s base salary;
(ii) A significant diminution of the Participant’s duties and responsibilities;
(iii) The relocation of the Company’s principal office or of Participant’s own office to any place beyond twenty-
five (25) miles from the current principal office of the Company in Columbus, Georgia, or the Participant’s
own office, respectively, without the Participant’s consent; and
provided, that a Participant shall have Good Reason under this Plan only if (A) the Participant provides the
Company, within ninety (90) days of the occurrence of the event giving rise to the notice, a written notice indicating
the specific Good Reason provision(s) in this Plan relied upon, setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for Good Reason, and indicating a date of termination of employment
(not less than thirty (30) nor more than sixty (60) days after the date such notice is given); and (B) such facts
and circumstances are not substantially corrected by the Company prior to the date of termination specified by
the Participant in such notice. Any failure by the Participant to set forth in a notice of Good Reason any facts
or circumstances which contribute to the showing of Good Reason shall not waive any right of the Participant
hereunder or preclude the Participant from asserting such fact or circumstances in enforcing his or her rights
hereunder.
“Incentive Stock Option” shall mean an Option that is an “incentive stock option” within the meaning of Section 422
of the Code and that is not designated by the Committee as other than such an incentive stock option.
“Non-employee Director” shall mean a member of the Board of Directors who is not an employee of the Company
or its Affiliates.
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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