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herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates
evidencing shares of Company Stock pursuant to the Plan unless and until the Company is advised by
its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities exchange on which shares
of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of
certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such
shares make such agreements and representations, and that such certificates bear such legends (including
without limitation regarding restrictions on transferability), as the Committee, in its sole discretion, deems
necessary or desirable.
(b)
Limitations on Transfer.
The transfer of any shares of Company Stock hereunder shall be effective only at
such time as counsel to the Company shall have determined that the issuance and delivery of such shares
is in compliance with all applicable laws, regulations of governmental authority and the requirements of
any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole
discretion, defer the effectiveness of any transfer of shares of Company Stock hereunder in order to allow
the issuance of such shares to be made pursuant to registration or an exemption from registration or other
methods for compliance available under federal or state securities laws. The Committee shall inform the
Participant in writing of its decision to defer the effectiveness of a transfer. During the period of such deferral
in connection with the exercise of an Option or SAR, the Participant may, by written notice, withdraw such
exercise and obtain the refund of any amount paid with respect thereto.
16. Withholding Taxes.
Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an
amount sufficient to satisfy any federal, state and local tax withholding requirements related thereto. Whenever
shares of Company Stock are to be delivered pursuant to an Award, the Company shall have the right to require
the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local tax
withholding requirements related thereto. Unless the Committee provides otherwise in an Agreement, a Participant
may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company
Stock or by delivering shares of Company Stock already owned by the Participant, in each case, having a value
equal to the minimum amount of tax required to be withheld (valued at the fair market value of the shares on the
date of which the amount of tax to be withheld is determined). Such an election may be made with respect to all
or any portion of the shares to be delivered pursuant to an Award, provided that fractional share amounts shall be
settled in cash.
17. Notification of Election Under Section 83(b) of the Code.
If any Participant shall, in connection with the acquisition of shares of Company Stock under the Plan, make the
election permitted under Section 83(b) of the Code, such Participant shall notify the Secretary of the Company of
such election within ten (10) days of filing notice of the election with the Internal Revenue Service.
18. Notification Upon Disqualifying Disposition.
Each Participant shall notify the Secretary of the Company of any disposition of shares of Company Stock issued
pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the
Code (relating to certain disqualifying dispositions), within ten (10) days of such disposition.
19. Amendment or Termination of the Plan.
The Board of Directors may, at any time, suspend or terminate the Plan or revise or amend it in any respect
whatsoever; provided, however, that shareholder approval shall be required (i) for any amendment to the Plan that
would have the effect of (A) increasing the number of Shares of Company Stock available for issuance under the
Plan (other than as provided in Section 3(c) or (d)), (B) expanding the class of individuals eligible for participation in
the Plan, (C) materially increasing the benefits available to participants under the Plan, or (D) lowering the exercise
or grant price of an Option or Stock Appreciation Right after it is granted, and (ii) if and to the extent necessary
to satisfy Sections 162(m) or 422 of the Code, other applicable law or applicable stock exchange requirements.
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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