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voluntary or involuntary, by operation of law or otherwise, shall be permitted. Unless the Committee
determines otherwise, immediately upon any attempt to transfer such rights, such share, and all of the rights
related thereto, shall be forfeited by the Participant.
(e)
Dividends on Restricted Stock.
Dividends on Restricted Stock shall be payable at the time and pursuant
to the payment schedule, or reinvested in shares of Company Stock, as specified by the Committee at the
time of grant in the Agreement relating to such Award, subject to the requirements of Section 409A to the
extent applicable, or, if the Committee does not provide a time and schedule of payment at the time of grant,
any dividends shall be payable in a lump sum on the date the dividend on Company Stock is payable to
shareholders generally.
(f)
Issuance of Certificates.
Reasonably promptly after the date of grant with respect to shares of Restricted
Stock, the Company shall cause to be issued a stock certificate (or make a book entry transfer), registered
in the name of or for the account of the Participant to whom such shares were granted, evidencing such
shares. Each such stock certificate and book entry statement shall bear a legend substantially in the
following form:
The transferability of this certificate and the shares of stock represented hereby are subject to the
restrictions, terms and conditions (including forfeiture provisions and restrictions against transfer) contained
in the Aflac Incorporated 2004 Long-Term Incentive Plan and an Agreement entered into between the
registered owner of such shares and the Company. A copy of the Plan and Agreement is on file in the office
of the Secretary of the Company, 1932 Wynnton Road, Columbus, GA 31999.
Such legend shall not be removed until such shares vest pursuant to the terms hereof. Unless the
Committee provides otherwise, any stock certificates evidencing Restricted Stock granted hereunder shall
be held in the custody of the Company until the restrictions thereon shall have lapsed, and, as a condition
to the grant of any award of Restricted Stock, the Participant shall deliver to the Company a stock power,
endorsed in blank, relating to the shares of Company Stock covered by such Award.
(g)
Consequences of Vesting.
Upon the vesting of a share of Restricted Stock pursuant to the terms hereof,
the restrictions of Section 8(d) shall lapse with respect to such share. Reasonably promptly after a share of
Restricted Stock vests, the Company shall cause to be delivered to the Participant to whom such shares
were granted a certificate evidencing such share, free of the legend set forth in Section 8(f).
(h)
Effect of Termination of Employment.
(i) Except as otherwise provided in the applicable Agreement, upon the termination of a Participant’s
employment or service for any reason other than Cause, any and all unvested shares of Restricted Stock
shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company. In
the event of a forfeiture of shares pursuant to this Section 8(h), the Company shall repay to the Participant
(or the Participant’s estate) any amount paid by the Participant for such shares, without interest. In the
event that the Company requires a return of shares, it shall also have the right to require the return of all
dividends paid on such shares, other than dividends actually paid to the Participant in cash, whether by
termination of any escrow arrangement under which such dividends are held or otherwise.
(ii) In the event of the termination of a Participant’s employment or service for Cause, all shares of Restricted
Stock granted to such Participant which had not vested as of the date of such termination shall
immediately be forfeited and returned to the Company, together with any dividends paid on such shares,
other than dividends actually paid to the Participant in cash, in return for which the Company shall repay
to the Participant any amount paid by the Participant for such shares, without interest.
9. Restricted Stock Units.
(a)
Vesting Date.
At the time of the grant of Restricted Stock Units, the Committee shall establish a Vesting Date
or Vesting Dates with respect to such units. The Committee may divide such units into classes and assign
a different Vesting Date for each class. Provided that all conditions to the vesting of a Restricted Stock Unit
imposed pursuant to Section 9(c) are satisfied, and except as provided in Section 9(e), upon the occurrence
of the Vesting Date with respect to a Restricted Stock Unit, such unit shall vest.
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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