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(b)
Issuance of Shares.
No shares of Company Stock (or other property) shall be issued at the time Restricted
Stock Units are granted. Upon the lapse or waiver of restrictions and the restricted period relating to
Restricted Stock Units and no later than 30 days thereafter (or at such later time as may be determined by
the Committee and specified at the time of grant in the Agreement relating to such Award, in accordance
with the requirements of Section 409A to the extent applicable), shares of Company Stock shall be issued
to the holder of the Restricted Stock Units and evidenced in such manner as the Committee may deem
appropriate, including book-entry registration or issuance of one or more stock certificates.
(c)
Conditions to Vesting.
At the time of the grant of Restricted Stock Units, the Committee may impose such
restrictions or conditions to the vesting of such units as it, in its sole discretion, deems appropriate, to be
contained in the Agreement.
(d)
Dividend Equivalents.
Dividend Equivalents shall be credited to a Participant in respect of Restricted Stock
Units held by the Participant. Such Dividend Equivalents shall be converted into additional Restricted Stock
Units by dividing (i) the aggregate amount or value of the dividends paid with respect to that number of
shares of Company Stock equal to the number of Restricted Stock Units then credited by (ii) the Fair Market
Value per share of Company Stock on the payment date for such dividend. The additional Restricted Stock
Units credited by reason of such Dividend Equivalents shall be subject to all the terms and conditions of the
Restricted Stock Unit to which they relate.
(e)
Effect of Termination of Employment.
Except as otherwise provided in the applicable Agreement, Restricted
Stock Units that have not vested, and any Dividend Equivalents credited to such Restricted Stock Units, shall
be forfeited upon the Participant’s termination of employment for any reason.
10. Stock Appreciation Rights.
(a)
Grant of SARs.
The Committee may grant SARs in such number and on such terms and conditions as the
Committee shall determine in its sole discretion.
(b)
Grant Price.
The grant price of an SAR shall be established by the Committee and shall not be less than the
Fair Market Value of a share of Company Stock on the date of grant of the SAR.
(c)
Exercise.
SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon them.
(d)
Term of SARs.
The term of an SAR granted under the Plan shall be determined by the Committee, in its sole
discretion, provided that such term shall not exceed ten (10) years.
(e)
Payment of SAR Amount.
Upon exercise of an SAR, a Participant shall be entitled to receive payment from
the Company in an amount determined by multiplying:
(i) the difference between the Fair Market Value of a share of Company Stock on the date of exercise over
the grant price; by
(ii) the number of shares of Company Stock with respect to which the SAR is exercised.
The payment upon SAR exercise shall be made in shares of Company Stock of equivalent value (determined on
the basis of their Fair Market Value on the date of exercise).
11. Special Vesting Rules.
(a)
Performance Vesting.
The Committee in its sole discretion may condition the vesting or exercisability of
any Award granted under the Plan on the attainment of performance goals that are pre-established by the
Committee and that are based, for any period specified by the Committee in its sole discretion, on one or
more of the following criteria: new premium sales; premium income; investment income; revenues; total
insurance benefits (cash claims, increase in future benefits and incurred but not reported claims); expense
levels; premium payment levels; persistency rate (based on premiums or policies); policy renewals; profit
margins; operating earnings (excluding in the Committee’s sole discretion the effects of one or more of
the following items: realized gains or losses on investments, the impact from passive derivative activities
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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