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24. Applicable Law.
The Plan shall be construed and administered in accordance with the laws of the State of Georgia without
reference to its principles of conflicts of law.
25. No Right to Awards.
No person shall have any claim or right to receive an Award under the Plan, and there is no obligation for uniformity
of treatment for Participants. The Committee’s granting of an Award to a Participant at any time shall neither
require the Committee to grant any other Award to such Participant or other person at any time or preclude the
Committee from making subsequent grants to such Participant or any other person.
26. No Fractional Shares.
No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan. The Committee shall
determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or
whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
27. Certain Limitations.
Notwithstanding any other provision hereof, (a) the Committee shall have the right at any time to deny or delay a
Participant’s exercise of Options if such Participant is reasonably believed by the Committee (i) to be engaged
in conduct adversely affecting the Company or its Affiliates in a material way, or (ii) to be contemplating such
conduct, unless and until the Committee shall have received reasonable assurance that the Participant is not
engaged in, and is not contemplating, such conduct, and (b) Participants are and at all times shall remain subject
to the trading window policies adopted by the Company from time to time throughout the period of time during
which they may exercise Options or Stock Appreciation Rights or sell shares of Company Stock acquired pursuant
to the Plan.
28. Beneficiary.
A Participant may file with the Committee a written designation of a beneficiary on such form as may be
prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated
beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be
the Participant’s beneficiary.
29. Non-Competition and Confidentiality.
By accepting Awards and as a condition to the exercise of Awards and the enjoyment of any benefits of the
Plan, including participation therein, each Participant agrees to be bound by and subject to non-competition,
confidentiality and invention ownership agreements acceptable to the Committee.
30. Unfunded Status of Awards.
The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to
any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Agreement
shall give any such Participant any rights that are greater than those of a general creditor of the Company.
31. Interpretation.
The Plan is designed and intended to comply with Rule 16b-3 and, to the extent applicable, with Section 162(m)
and Section 409A of the Code, and all provisions hereof shall be construed in a manner to so comply. Headings to
Sections of the Plan are intended for convenience of reference only and shall have no effect on the interpretation of
the Plan.
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
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