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(b)
Prohibited Actions.
Notwithstanding anything in the Plan to the contrary, without the approval of the
shareholders of the Company, no action taken by the Committee (or any delegate of the Committee) shall
have the effect of:
(i) lowering the exercise or grant price of an Option or Stock Appreciation Right after it is granted;
(ii) canceling any previously granted Option or Stock Appreciation Right in exchange for another Award if
the exercise price of such Option or the grant price of such Stock Appreciation Right exceeds the Fair
Market Value of a share of Company Stock on the date of such cancellation, in each case, other than in
connection with a Change in Control or pursuant to Section 3(c) or 3(d) herein; or
(iii) canceling in exchange for cash any previously granted Option or Stock Appreciation Right with an
exercise or grant price in excess of the Fair Market Value of a share of Company Stock on the date of
such cancellation.
(c)
Acceleration of Awards.
The Committee may, in its sole discretion, without amendment to the Plan, in the
event of a Participant’s death, Disability or retirement, (i) relax or waive any service-based or (except in
the case of retirement) performance-based condition to the exercise of any Option or Stock Appreciation
Right granted to the Participant, waive or amend the operation of Plan provisions respecting exercise after
termination of employment or otherwise adjust any of the terms of such Option or Stock Appreciation Right,
and (ii) relax or waive any service-based or (except in the case of retirement) performance-based condition
to the vesting of any Restricted Stock or Restricted Stock Unit granted to the Participant or otherwise adjust
any of the terms applicable to any such Award. Notwithstanding the foregoing, any actions taken under
this Section 4(c) 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.
(d)
Delegation of Authority.
Except as required by Rule 16b-3 with respect to grants of Awards to individuals
who are subject to Section 16 of the Exchange Act, or as otherwise required for compliance with Rule 16b-3
or other applicable law, or as required to qualify an Award as performance-based compensation under
Section 162(m) of the Code where such qualification is intended, the Committee may delegate all or any part
of its authority under the Plan (other than the authority described in Section 4(c) hereof) to an employee,
employees or committee of employees of the Company.
(e)
Effect of Committee Decisions.
All decisions made by the Committee (or its designee pursuant to Section
4(d) hereof) pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons,
including without limitation the Company and the Participants. No member of the Board of Directors or the
Committee, nor any officer or employee of the Company or its Affiliates acting on behalf of the Board of
Directors or the Committee, shall be personally liable for any action, determination, or interpretation taken
or made in good faith with respect to the Plan, and all members of the Board of Directors or the Committee
and each and any officer or employee of the Company or its Affiliates acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.
5. Eligibility.
The persons who shall be eligible to receive Awards pursuant to the Plan shall be such employees of the Company
or its Affiliates (including officers of the Company, whether or not they are directors of the Company) and Non-
employee Directors, in each case as the Committee shall select from time to time. For purposes of the foregoing
sentence, employees shall include prospective employees to whom Awards are granted in connection with an offer
of future employment with the Company or its Affiliates (and any such prospective employee who thereafter enters
into employment with the Company or its Affiliates shall be treated as a Participant hereunder). The grant of an
Award hereunder in any year to any employee or Non-employee Director shall not entitle such person to a grant of
an Award in any future year, except as contemplated by Section 12 hereof.
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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