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period) shall be deemed fully vested and any performance goals imposed with respect to Awards shall be
measured as of the date of such termination of employment.
12. Non-employee Director Awards.
No Awards shall be granted under the Plan to Non-employee Directors except as provided in this Section 12.
(a)
Annual Awards.
Awards shall (or in the case of clause (ii), below, may) be granted to Non-employee Directors
as provided in the following provisions of this Section 12(a) and otherwise on the same terms and conditions
as apply under the other provisions of this Plan, provided that with respect to such Awards, the Board of
Directors (exclusive of the Non-employee Director to whom the Award is granted) shall perform the functions
otherwise reserved to the Committee under the Plan.
(i) Each person who first becomes a Non-employee Director on or after the Effective Date shall be granted
on the date such person first becomes a Non-employee Director either a Nonqualified Stock Option, a
Stock Appreciation Right, Restricted Stock, or a combination thereof, in any event having a value as of
the date of grant (as reasonably determined in good faith by the Board of Directors or its designee) not in
excess of the value of an Option covering an aggregate of 10,000 shares of Company Stock (subject to
adjustment as provided in Section 3(c) hereof); provided, however, that no such Award shall be granted to
a director who previously did not qualify as a Non-employee Director but subsequently becomes a Non-
employee Director solely as a result of the termination of his or her status as an employee of the Company
or its Affiliates.
(ii) Each Non-employee Director (including any director who previously did not qualify as a Non-employee
Director but who subsequently becomes a Non-employee Director) may be granted Nonqualified Stock
Options, Stock Appreciation Rights, Restricted Stock, or a combination thereof from time to time (but
in the case of any Non-employee Director who was granted an Award pursuant to clause (i), above,
not earlier than the first fiscal year of the Company following the fiscal year of the Company in which
such Award was made pursuant to clause (i), above) with a value as of the date of grant (as reasonably
determined in good faith by the Board of Directors or its designee) not in excess of $475,000.
(b)
Awards in Lieu of Fees.
The Board of Directors may provide that all or a portion of a Non-employee
Director’s annual retainer and/or meeting fees shall be payable in the form of an Award on the same terms
and conditions as apply to Awards under the other provisions of this Plan, provided that any such Award
shall have a value as of the date of grant (as reasonably determined in good faith by the Board of Directors or
its designee) not in excess of the annual retainer and/or meeting fee in respect of which it is made.
13. Rights as a Shareholder.
No person shall have any rights as a shareholder with respect to any shares of Company Stock covered by or
relating to any Award until the date of issuance of a stock certificate with respect to such shares. Except as
otherwise expressly provided in Section 3(c), no adjustment to any Award shall be made for dividends or other
rights for which the record date occurs prior to the date such stock certificate is issued.
14. No Employment Rights.
Nothing contained in the Plan or any Agreement shall confer upon any Participant any right with respect to the
continuation of employment by or performance of services for the Company or its Affiliates or interfere in any way
with the right of the Company or its Affiliates, subject to the terms of any separate employment or other agreement
to the contrary, at any time to terminate such employment or service or to increase or decrease the compensation
of the Participant.
15. Securities Matters.
(a) R
egistration and Delivery of Shares.
Neither the Company nor its Affiliates shall be under any obligation to
effect the registration pursuant to the Securities Act of any interests in the Plan or any shares of Company
Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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