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6. Awards Under the Plan; Agreement.
(a)
Awards Generally.
The Committee may grant Options, Restricted Stock, Restricted Stock Units and Stock
Appreciation Rights in such amounts and with such terms and conditions as the Committee shall determine,
subject to Section 6(b) hereof and the other provisions of the Plan.
(b)
Non-employee Directors.
Awards to Non-employee Directors shall be made exclusively in accordance with
Section 12 hereof.
(c)
Agreement.
Each Award granted under the Plan shall be evidenced by an Agreement which shall contain
such provisions as the Committee may in its sole discretion deem necessary or desirable and which are not
in conflict with the terms of the Plan. By accepting an Award, a Participant thereby agrees that the Award
shall be subject to all of the terms and provisions of the Plan and the applicable Agreement.
(d)
Special Vesting Requirements.
Notwithstanding any other provision of the Plan (but except as otherwise
provided in this Section 6(d)), Awards (including, without limitation, each Award with respect to which
performance goals are imposed) shall vest (i.e., become nonforfeitable) over a minimum period of one year;
provided that (i) in the event of a Change in Control or, in respect of such an Award to any Participant, in the
event of the Participant’s death, or Disability, no such minimum vesting period shall be required, (ii) an Award
pursuant to Section 12 hereof granted on the date of an annual meeting of the stockholders of the Company
may vest as early as the date of the subsequent annual meeting of the stockholders of the Company, and
(iii) over the life of the Plan up to 1,875,000 shares of Company Stock may be made subject to such Awards
without minimum vesting requirements.
7. Options.
(a)
Identification of Options.
Each Option shall be clearly identified in the applicable Agreement as either an
Incentive Stock Option or a Nonqualified Stock Option. Nonqualified Stock Options and Stock Appreciation
Rights may be granted only with respect to “service recipient stock” as such term is used in Section 409A.
(b)
Exercise Price.
Each Agreement with respect to an Option shall set forth the amount (the “option exercise
price”) payable by the grantee to the Company upon exercise of the Option. The option exercise price per
share shall be determined by the Committee; provided, however, that the option exercise price shall in no
event be less than the Fair Market Value of a share of Company Stock on the date the Option is granted.
(c)
Term and Exercise of Options.
(i) Options shall become exercisable over the exercise period determined by the Committee. The Committee
shall determine the expiration date of each Option; provided, however, that no Option shall be exercisable
more than 10 years after the date of grant.
(ii) If any Option is exercisable in the amount of 100 or more full shares of Company Stock, the Company
shall not be obligated to permit the partial exercise of such exercisable Option for less than 100 full
shares.
(iii) An Option shall be exercised by delivering notice as specified in the Agreement on the form of notice
provided by the Company. Payment for shares of Company Stock purchased upon the exercise of an
Option shall be made on the effective date of such exercise by one or a combination of the following
means:
(A) in cash or by personal check, certified check, bank cashier’s check or wire transfer;
(B) in shares of Company Stock owned by the Participant valued at their Fair Market Value on the
effective date of such exercise; or
(C) by any such other methods as the Committee may from time to time authorize. In the case of a
Participant who is subject to Section 16 of the Exchange Act, the Company may require that the
method of making such payment be in compliance with Section 16 of the Exchange Act and the rules
and regulations thereunder.
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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