FIRST
AMENDMENT
TO THE
AFLAC INCORPORATED
AMENDED AND RESTATED 2009 MANAGEMENT INCENTIVE PLAN
THIS FIRST AMENDMENT to the Aflac Incorporated Amended and
Restated 2009 Management Incentive Plan (the “Plan”) is
made on this 19th day of December, 2008, by Aflac Incorporated
(“Aflac”).
WHEREAS , Aflac maintains the Plan to provide incentives to
its eligible officers and other employees; and
WHEREAS , Section 6(e) of the Plan authorizes the Board of
Directors of Aflac (the “Board”) or the Compensation
Committee of the Board to amend the Plan; and
WHEREAS , Aflac desires to amend the Plan to comply with the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended, and all applicable regulations and guidance
issued thereunder (“Section 409A”); and
WHEREAS , this First Amendment is intended to comply with
the requirements of Section 409A and is to be construed in
accordance with the terms of Section 409A;
NOW, THEREFORE , the Plan is hereby amended as follows,
effective as of January 1, 2009:
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1.
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Section 5 shall be amended by deleting the first sentence
thereof and replacing it with the following:
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Awards
granted pursuant to the 2009 MIP may, in the discretion of the
Committee, be evidenced by an Award Agreement in such form as the
Committee shall from time to time approve. The following terms
shall apply to Awards whether or not evidenced by an Award
Agreement or other document.
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2.
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The definition of “Change in Control,” commencing in
the second paragraph of Section 6(f), shall be deleted and
replaced with the following:
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For
purposes of this Section 6(f), a “Change in
Control” of Aflac shall occur upon the happening of any of
the events specified in (i), (ii), (iii) or (iv) below,
subject to the rules described in subsection
(v) below:
(i)
Any one person, or more than one person acting as a group (as
described below), acquires ownership of stock of Aflac that,
together with stock held by such person or group constitutes more
than 50 percent of the total fair market value or total voting
power of the stock of Aflac. However, if any one person, or more
than one person acting as a group, is considered to own more than
50 percent of the total fair market value or total voting
power of the stock of Aflac, the acquisition of additional stock by
the same person or persons is not considered to cause a Change in
Control. An increase in the percentage of stock owned by any one
person, or persons acting as a group, as a result of a transaction
in which Aflac
acquires
its stock in exchange for property will be treated as an
acquisition of stock for purposes of this subsection. This
subsection applies only when there is a transfer of stock of Aflac
(or issuance of stock of Aflac) and stock in Aflac remains
outstanding after the transaction.
(ii)
Any one person, or more than one person acting as a group, acquires
(or has acquired during the 12-month period ending on the date of
the most recent acquisition by such person or persons) ownership of
stock of Aflac possessing 30 percent or more of the total voting
power of the stock of Aflac. However, if any one person, or more
than one person acting as a group, is considered to own more than
50 percent of the total fair market value or total voting
power of the stock of Aflac, the acquisition of additional stock by
the same person or persons is not considered to cause a Change in
Control.
(iii)
A majority of members of Aflac’s board of directors is
replaced during any 12-month period by directors whose a
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