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consistent with Section 409A, including without limitation any restrictions with regard to the adjustment of
stock options and stock appreciation rights that are considered exempt from Section 409A.
(d)
Substitution for Awards.
In the event of (i) a liquidation of the Company, (ii) a reorganization, merger, or
consolidation of the Company as a result of which the outstanding Company Stock is changed into or
exchanged for cash or property or securities not of the Company’s issue, (iii) a sale, exchange, or transfer
of all or substantially all of the property of the Company, or one of its business units, to another person or
corporation, (iv) the direct or indirect acquisition of all or substantially all of the outstanding voting shares
of the Company by another person, corporation or other entity, or (v) any other Change in Control (any
such event, a “Corporate Transaction”), the Board of Directors may, in its sole discretion, arrange with the
surviving entity, continuing successor, or purchasing corporation or other entity or parent thereof, as the
case may be (the “Acquiring Entity”), for the Acquiring Entity to assume the Company’s rights and obligations
under outstanding Awards or substitute Awards based on the Acquiring Entity’s stock for such outstanding
Awards. To the extent the Acquiring Entity elects not to assume the Company’s rights and obligations under
or substitute for such outstanding Awards, the Board of Directors (as constituted prior to any Change in
Control resulting from such Corporate Transaction) may, in its sole discretion, determine the subsequent
treatment of each outstanding Award, which may include (but is not limited to) providing that any such
Awards shall become fully exercisable and free of restrictions, as applicable, as of a date prior to such
Corporate Transaction, as the Board so determines. Notwithstanding the foregoing, any actions taken under
this Section 3(d) shall be made in a manner consistent with Section 409A, including without limitation any
restrictions with regard to the adjustment of stock options and stock appreciation rights that are considered
exempt from Section 409A.
(e)
Reuse of Shares.
If any shares of Company Stock subject to an Award are forfeited, canceled, exchanged,
or surrendered or if an Award otherwise terminates or expires without a distribution of shares, the shares
subject to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender,
termination or expiration, again be available for issuance in connection with future Awards granted under
the Plan. However, shares of Company Stock subject to an Award under the Plan shall not again be made
available for issuance or delivery under the Plan if such shares are:
(i) shares tendered in payment for an Option;
(ii) shares delivered or withheld by the Company or the Participant to satisfy any tax withholding obligation;
or
(iii) shares covered by a stock-settled Stock Appreciation Right that were not issued upon the settlement of
the Award
4. Administration of the Plan.
(a)
In General.
The Plan shall be administered by the Committee. The Committee shall have the authority in its
sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary
or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to
determine the persons to whom and the time or times at which Awards shall be granted; to determine the
type and number of Awards to be granted, the number of shares of Company Stock to which an Award may
relate and the terms, conditions, restrictions and performance criteria relating to any Award; to determine
whether, to what extent, and under what circumstances an Award may be settled, canceled, forfeited,
exchanged, or surrendered; to make adjustments in the performance goals in recognition of unusual or
nonrecurring events affecting the Company or the financial statements of the Company, or in response to
changes in applicable laws, regulations, or accounting principles; to construe and interpret the Plan and
any Award; to prescribe, amend and rescind rules and regulations relating to the Plan, including without
limitation, rules and regulations relating to leaves of absence and changes from an employee to a service
provider or consultant and vice versa; to determine the terms and provisions of Agreements; and to make all
other determinations deemed necessary or advisable for the administration of the Plan.
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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