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“Nonqualified Stock Option” shall mean an Option other than an Incentive Stock Option.
“Option” shall mean an option to purchase shares of Company Stock granted pursuant to Section 7 hereof (and,
with respect to a Non-employee Director, pursuant to Section 12 hereof).
“Participant” shall mean an employee of the Company or an Affiliate or Non-employee Director to whom an
Award is granted pursuant to the Plan, or upon the death of the employee or Non-employee Director, his or her
successors, heirs, executors and administrators, as the case may be.
“Plan” shall mean the Aflac Incorporated Long-Term Incentive Plan.
“Restricted Stock” shall mean a share of Company Stock which is granted pursuant to the terms of Section 8
hereof and which is subject to the restrictions set forth in Section 8(d) hereof.
“Restricted Stock Unit” shall mean the right, granted pursuant to Section 9, to receive shares of Company Stock.
“Rule 16b-3” shall mean the Rule 16b-3 promulgated under the Exchange Act, as amended from time to time.
“Section 409A” shall mean Section 409A of the Code and all applicable regulations and guidance issued
thereunder.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.
“Separation from Service” or “Separate from Service” shall mean a separation from service as defined in Section
409A.
“Stock Appreciation Right” or “SAR” shall mean the right, granted pursuant to Section 10, to receive shares of
Company Stock.
“Subsidiary” shall mean a “subsidiary corporation” within the meaning of Section 424(f) of the Code.
“Vesting Date” shall mean the date established by the Committee on which a share of Restricted Stock or a
Restricted Stock Unit shall vest.
3. Stock Subject to the Plan.
(a)
Shares Available for Awards.
The maximum number of shares of Company Stock reserved for issuance
under the Plan shall be 37,500,000 shares (subject to adjustment as provided in Section 3(c) hereof). Such
shares may be authorized but unissued Company Stock or authorized and issued Company Stock held in
the Company’s treasury. No more than 24,500,000 shares (subject to adjustment as provided in Section 3(c)
hereof) of Company Stock may be awarded under the Plan in the aggregate in respect of Awards other than
Options or Stock Appreciation Rights.
(b)
Individual Limitation.
The total number of shares of Company Stock subject to Awards granted to any
Participant in any fiscal year of the Company shall not exceed 1,500,000 (subject to adjustment as provided
in Section 3(c) hereof).
(c)
Adjustment for Change in Capitalization.
In the event that any dividend or other distribution is declared
(whether in the form of cash, Company Stock, or other property), or there occurs any recapitalization,
Company Stock split, reverse Company Stock split, reorganization, merger, consolidation, spin-off,
combination, repurchase, or share exchange, or other similar corporate transaction or event, if the
Committee determines that it is appropriate to do so, (i) the number and kind of shares of Company Stock
which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Company
Stock issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price or purchase
price relating to any Award, and (iv) the maximum number of shares subject to Awards which may be
awarded to any Participant during any fiscal year of the Company and the number of Options granted
pursuant to Section 12(a)(i) hereof shall be equitably adjusted as necessary to prevent the dilution or
enlargement of the rights of Participants without change in the aggregate purchase price; provided that, with
respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424 of the
Code. Notwithstanding the foregoing, any actions taken under this Section 3(c) shall be made in a manner
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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