51 / 68
(6)
Amounts included in the Other column for Messrs. Cloninger and Kirsch are overseas travel allowances. Mr. Kirsch also incurred
expenses for guest travel. The amount included in the Other column for Mr. Tonoike is for tax consulting and an annual fee for a
regular medical exam.
(7)
Other than tax gross-ups relating to international assignment allowances, the Company did not gross up for tax purposes any of
the perquisites described in this table.
(8)
The amounts reported for Mr. Tonoike for Security Services, Transportation, and Other were paid in yen and converted to dollars
by dividing the yen payment by the average 2014 exchange rate of 105.46 yen to the dollar.
2014 GRANTS OF PLAN-BASED AWARDS
Grant
Name
Date
Threshold Target
Maximum Threshold Target Maximum
($)
($)
($)
(#)
(#)
(#)
(#)
($/Sh)
($)
2/11/2014
— — — 17,154 34,308 34,308
— — 2,141,162
N/A 1,152,880 3,170,420 6,340,840
— — — — —
—
2/11/2014
— — — 21,188 42,375 42,375
— — 2,644,624
2/11/2014
— — — — — — 38,769 62.41 661,159
N/A 560,625 1,462,500 2,925,000
— — — — —
—
2/11/2014
— — — 13,266 26,531 26,531
— — 1,655,800
2/11/2014
— — — — — — 19,582
62.41 333,948
N/A 317,253 834,875 1,669,750
— — — — —
—
2/11/2014
— — — 9,374 18,747 18,747
— — 1,170,000
2/11/2014
— — — — — — — — 17,152 62.41 292,507
N/A 424,125 1,170,000 2,252,250
— — — — —
—
2/11/2014
— — — 9,374 18,747 18,747
— — 1,170,000
2/11/2014
— — — — — — — — 17,152
62.41 292,507
N/A 273,860 644,377 1,288,754
— — — — —
—
The following table provides information with respect to the 2014 grants of plan-based awards for the NEOs.
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards
(1)
Estimated Future
Payouts
Under Equity
Incentive Plan Awards
(2)
All other
Option
Awards:
Number of
Securities
Underlying
Options
Exercise
or Base
Price of
Option
Awards
Grant
Date
Fair Value
of Stock
and
Option
Awards
Eric M. Kirsch
Kriss Cloninger II
I
Paul S. Amos II
Tohru Tonoike
Daniel P. Amos
(1)
The amounts shown in Estimated Possible Payouts Under Non-Equity Incentive Plan Awards reflect the payout levels for the
NEOs under the Company’s MIP, based on the achievement of certain performance goals approved by the Compensation
Committee. With respect to each Company performance goal, a minimum, target and maximum performance level is specified,
the attainment of which determines the amount paid for each performance goal. Base salary is typically the smallest component
of total compensation for the NEOs, as the majority of their total compensation is based on performance awards on a cash and
equity basis.
(2)
The amounts shown under Estimated Future Payouts Under Equity Incentive Plan Awards reflect the number of PBRS, which
incorporate restrictions that will lapse upon the attainment of performance goals as set by the Compensation Committee. Awards
vest on the third anniversary of the award, based on the attainment of the three-year cumulative target performance goal for RBC
ratios of Aflac. Each year a credit will be earned with a minimum of 50% and maximum of 150% as measured at each year-end.
The final award will be the arithmetic average of the credit earned each year with a maximum payout not to exceed 100%. All
NEOs possess the same rights as all other holders of Common Stock in respect of the shares underlying the PBRS, including all
incidents of ownership with respect to the shares (exclusive of the right to transfer the shares while they remain subject to
forfeiture) and the right to vote such shares. The dividends accrued on the award shares will be reinvested in Common Stock at
the same dividend rate as other holders of Common Stock and held as additional restricted shares in the book entry account
subject to the same terms and conditions attributable to the original grant, until such time as all restrictions have lapsed on the
shares of Common Stock with respect to which the dividend was accrued.
47