96 / 108
Awards may be granted under the Plan prior to the receipt of such shareholder approval but each such grant
shall be subject in its entirety to such approval and no award may be exercised, vested or otherwise satisfied prior
to the receipt of such approval. Nothing herein shall restrict the Committee’s ability to exercise its discretionary
authority pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No
action hereunder may, without the consent of a Participant, adversely affect the Participant’s rights under any
outstanding Award. Notwithstanding the foregoing provisions of this Section 19, no amendment, alteration,
suspension, discontinuance or termination may be made that would cause a Participant to become subject to tax
under Section 409A(a)(1).
20. Transfers Upon Death; Nonassignability.
(a)
General Prohibition Upon Transfer.
Upon the death of a Participant or Non-employee Director, outstanding
Awards granted to such Participant or Non-employee Director may be exercised only by the executor or
administrator of the Participant’s or Non-employee Director’s estate or by a person who shall have acquired
the right to such exercise by will or by the laws of descent and distribution. No transfer of an Award by
will or the laws of descent and distribution shall be effective to bind the Company unless the Committee
shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as
the Committee may deem necessary to establish the validity of the transfer, and (ii) an agreement by the
transferee to comply with all the terms and conditions of the Award that are or would have been applicable
to the Participant or Non-employee Director and to be bound by the acknowledgments made by the
Participant or Non-employee Director in connection with the grant of the Award.
(b)
Certain Transfers Permitted.
During the lifetime of a Participant or Non-employee Director, the Committee
may, in its sole discretion, permit the transfer of an outstanding Option, unless such Option is an Incentive
Stock Option and the Committee and the Participant intend that it shall retain such status. Subject to the
approval of the Committee and to any conditions that the Committee may prescribe, a Participant or Non-
employee Director may, upon providing written notice to the Secretary of the Company, elect to transfer
any or all Options granted to such Participant pursuant to the Plan to members of his or her immediate
family (including, but not limited to, children, grandchildren and spouse or to trusts for the benefit of such
immediate family members or to partnerships in which such family members are the only partners) or to
other persons or entities approved by the Committee; provided, however, that no such transfer by any
Participant or Non-employee Director may be made in exchange for consideration.
21. Expenses and Receipts.
The expenses of the Plan shall be paid by the Company. Any proceeds received by the Company in connection
with any Award shall be used for general corporate purposes.
22. Failure to Comply.
In addition to the remedies of the Company elsewhere provided for herein, failure by a Participant or Non-
employee Director (or beneficiary) to comply with any of the terms and conditions of the Plan or the applicable
Agreement, unless such failure is remedied by such Participant or Non-employee Director (or beneficiary) within
ten (10) days after notice of such failure by the Committee, shall be grounds for the cancellation and forfeiture of
such Award, in whole or in part, as the Committee, in its sole discretion, may determine.
23. Effective Date and Term of Plan.
The Plan shall be subject to the requisite approval of the shareholders of the Company. In the absence of such
approval, any Awards shall be null and void. Unless earlier terminated by the Board of Directors, the right to grant
Awards under the Plan shall terminate on February 13, 2027. Awards outstanding at Plan termination shall remain
in effect according to their terms and the provisions of the Plan.
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
90