98 / 108
32. Severability.
If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be
affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.
33. Section 409A.
The Plan as well as payments and benefits under the Plan are intended to be exempt from or, to the extent
subject thereto, to comply with, Section 409A, and, accordingly, to the maximum extent permitted, the Plan
shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the
extent required in order to avoid taxation and/or tax penalties under Section 409A: (a) a Participant shall not be
considered to have terminated employment or service with the Company or its Affiliates for purposes of the Plan
and no payment shall be due to the Participant under the Plan or any Award until the Participant has incurred
a Separation from Service; (b) any payments described in the Plan that are due within the “short term deferral
period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires
otherwise; (c) no payment to a “specified employee” (as such term is defined in Section 409A) upon Separation
from Service shall be made before six (6) months after the date on which the Separation from Service occurs. All
distributions under the Plan shall be made in the form of a single sum, unless otherwise specified under the terms
of the Plan or by the Committee at the time of grant, and each amount to be paid or benefit to be provided under
this Plan shall be construed as a separate identified payment for purposes of Section 409A. The Company makes
no representation that any or all of the payments or benefits described in the Plan will be exempt from or comply
with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment, and
each Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section
409A.
Appendix A
AFLAC INCORPORATED
2017 PROXY STATEMENT
92