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(iv) Subject to an agreement between a Participant and the Company to the contrary, certificates for shares
of Company Stock purchased upon the exercise of an Option shall be issued in the name of or for the
account of the Participant or other person entitled to receive such shares, and delivered to the Participant
or such other person as soon as practicable following the date on which the Option is exercised.
(d)
Limitations on Incentive Stock Options.
(i) To the extent that the aggregate Fair Market Value of shares of Company Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under
the Plan and any other stock option plan of the Company or a Subsidiary shall exceed $100,000, such
Options shall be treated as Nonqualified Stock Options. Such Fair Market Value shall be determined as of
the date on which each such Incentive Stock Option is granted.
(ii) No Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such
individual owns (or is deemed to own under the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company unless (A) the exercise price of
such Incentive Stock Option is at least one hundred ten percent (110%) of the Fair Market Value of a share
of Company Stock at the time such Incentive Stock Option is granted and (B) such Incentive Stock Option
is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted.
(e)
Effect of Termination of Employment.
(i) In the event that the employment or service of a Participant with the Company and its Affiliates shall
terminate for any reason other than (i) Cause, (ii) death, or (iii) Disability, the Options granted to such
Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable
for such period as may be provided in the Agreement, but in no event following the expiration of its term.
The treatment of any Option that is unexercisable as of the date of termination shall be as set forth in the
Agreement.
(ii) In the event that the employment or service of a Participant with the Company and its Affiliates shall
terminate on account of the death or Disability of the Participant, Options granted to such Participant that
are outstanding and exercisable as of the date of death or Disability shall remain exercisable, as the case
may be, by the Participant or the Participant’s legal representatives, heirs or legatees for such period as
may be provided in the Agreement, but in no event following the expiration of its term. The treatment of
any Option that is unexercisable as of the date of termination shall be as set forth in the Agreement.
(iii) In the event of the termination of a Participant’s employment or service for Cause, all outstanding
Options granted to such Participant shall expire at the commencement of business on the date of such
termination.
(iv) The Committee in its sole discretion may vary any of the provisions of this Section 7(e).
8. Restricted Stock.
(a)
Price.
At the time of the grant of shares of Restricted Stock, the Committee shall determine the price (if any),
which, to the extent required by law, shall not be less than the par value of a share of Company Stock, to be
paid by the Participant for each share of Restricted Stock subject to the Award.
(b)
Vesting Date.
At the time of the grant of shares of Restricted Stock, the Committee shall establish a Vesting
Date or Vesting Dates with respect to such shares. The Committee may divide such shares into classes
and assign a different Vesting Date for each class. Provided that all conditions to the vesting of a share of
Restricted Stock imposed pursuant to Section 8(c) are satisfied, and except as provided in Section 8(h),
upon the occurrence of the Vesting Date with respect to a share of Restricted Stock, such share shall vest
and the restrictions of Section 8(d) shall lapse.
(c)
Conditions to Vesting.
At the time of the grant of shares of Restricted Stock, the Committee may impose
such restrictions or conditions to the vesting of such shares as it, in its sole discretion, deems appropriate.
(d)
Restrictions on Transfer Prior to Vesting.
Unless the Committee determines otherwise, prior to the vesting
of a share of Restricted Stock, no transfer of a Participant’s rights with respect to such share, whether
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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