AFL 06.30.13 EX 10.25






Aflac Incorporated 2nd Quarter 2013 Form 10-Q 
EXHIBIT 10.25




AFLAC JAPAN
EMPLOYEE STOCK OPTION AGREEMENT
(NON-QUALIFYING STOCK OPTION)
Non-Transferable 




AFLAC INCORPORATED
Columbus, Georgia 31999
(hereinafter called “the Company”)


 
[GRANTEE'S NAME]




The Company's Board of Directors hereby grants to [Grantee's Name] (hereinafter called the “Grantee”) the option to purchase [NUMBER] shares of common stock of the Company (“Common Stock”) at the price of $[PRICE] per share, under the terms and conditions of this Stock Option Agreement and subject to the terms of the Aflac Incorporated 2004 Long-Term Incentive Plan (the “Plan”) originally adopted by the Company's Board of Directors on February 10, 2004, and by the Company's shareholders on May 3, 2004, and subsequently amended and restated by the Company's Board of Directors on March 14, 2012 and approved by the Company's shareholders on May 7, 2012.  Terms not defined herein shall have the meanings ascribed to them in the Plan.


		
	1.
	Grant of the Option.  This Option is granted effective as of [DATE] (the “Date of Option Grant”).  The Number of Option Shares and the exercise price per share of the Option are subject to adjustment from time to time as provided in Section 3(c) of the Plan.




		
	2.
	Status of the Option.  This Option is not intended to qualify as an “Incentive Stock Option” (“ISO”) (within the meaning of Section 422 of the US Internal Revenue Code of 1986, as amended) (the “Code”).




		
	3.
	Term of the Option.  This Option shall terminate and may no longer be exercised on the first to occur of (a) the date ten (10) years after the Date of Option Grant (the “Option Term Date”), (b) the last date for exercising the Option following termination of the Grantee's employment with the Company and all of its Affiliates as described in Paragraph 5 (b) below, or (c) upon a corporate reorganization as described in Section 3(d) of the Plan.




		
	4.
	Non-assignability.  Upon the death of a Grantee, outstanding Options may be exercised only by the executor or administrator of the Grantee'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 Option 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 Option that are or would have been applicable to the Grantee and to be bound by the acknowledgments made by the Grantee in connection with the grant of the Option. During the lifetime of a Grantee, the Committee may, in its sole discretion, permit the transfer of an outstanding Option.  Subject to the approval of the Committee and to any conditions that the Committee may prescribe, a Grantee may, upon providing written notice to the Secretary of the Company, elect to transfer any or all Options granted to such Grantee 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 Grantee may be made in exchange for consideration.




5.    Exercisability and Duration of the Option.


		
	(a)
	Right to Exercise.  Unless otherwise determined by the Committee and set forth upon the attached Notice of Grant of Stock Options and Stock Option Agreement, this Option shall be exercisable immediately on the Date of Option Grant.




		
	(b)
	Duration of the Option.  This Option shall automatically and without notice terminate and become null and void on the earliest to occur of the following:













1.    Ten years from the Option Term Date or;


2.    A.    Upon the termination of a Grantee's employment from the Company  and all 
Affiliates for Cause, any unexercised Options subject to this Option Agreement 
shall immediately expire upon notice of such termination.


B.    Upon the 1) voluntary termination of a Grantee's employment with the Company 
and all Affiliates for any reason other than death, disability or retirement, or 2) 
upon the termination of a Grantee's employment by the Company and all 
Affiliates without Cause, Options subject to this Option Agreement not then 
exercisable (unvested) shall expire immediately on the date of such termination, 
and Options to the extent then exercisable (vested) may be exercised until the 
expiration of the three-month period following the date of termination, at which 
time any unexercised Option subject to this Option Agreement shall expire, 
unless the Grantee has accumulated 15 years of Credited Service (as determined 
under Aflac Incorporated Pension Plan).  If the Grantee has 15 years of Credited 
Service, vested Options shall remain exercisable until the end of their original 
ten-year term.  


C.    Upon the termination of a Grantee's employment by the Company (and all 
Affiliates), for reason of death, or becoming disabled (within the meaning of 
Section 422 (c)(6) of the Code), Options subject to this Option Agreement not 
then exercisable (unvested) shall vest immediately on the date of such 
termination  and may be exercised along with other vested Options until the end 
of their original ten-year term. 


D.    Upon a Grantee's voluntary termination where the Grantee retires at their normal 
retirement age with the Company and all Affiliates, the Options not then 
exercisable (unvested) shall vest immediately provided that the Grantee's 
termination date is at least one full year after the Date of Option Grant, and shall 
remain exercisable until the end of their original ten-year term.  If the Grantee's 
termination date is less than one year from the Date of Option Grant, the 
unvested Options shall expire immediately on the date of such termination. 


E.    In the case of a Grantee who served as a non-employee sales associate for an 
Affiliate of the Company immediately before becoming an employee, if the 
Grantee voluntarily terminates employment with the Company and all Affiliates 
but continues immediately thereafter to perform bona fide services for the 
Company or any Affiliate as a sales associate (including where the Grantee 
forms or joins a sales agency affiliated with the Company), the Grantee shall be 
treated as continuing employment with the Company or an Affiliate for purposes 
of vesting and expiration of this Option.  If the Committee or its delegate 
determines, in its sole discretion, that such a Grantee is no longer providing 
bona fide services to an Affiliate as a sales associate, the Grantee shall be 
deemed to have terminated employment for purposes of this Section 5 on the 
date as of which such services are determined to have ceased.  The Committee 
may require the Grantee to provide such evidence of continuing services as it 
deems appropriate.  The Committee may establish policies and procedures to be 
followed by the Committee or its delegate in determining whether a Grantee is 
providing bona fide services as a sales associate, and such policies (including 
any amendments or modifications thereto) shall be considered part of this Stock 
Option Agreement and shall be binding on the Grantee.


(c)    Method of Exercise.  To exercise the Option as to all or any part of the shares covered thereby, the Grantee or after his or her death, the person authorized to exercise the Option, as provided in Paragraph 4 above, “Non-assignability”, if unable to do so in person), shall deliver written notice of such exercise to the Company's official designated by the Committee (or, in absence of such designation, the Secretary of the Company).  The notice shall identify the Option being exercised and specify the number of shares being purchased.  The date of receipt of such notice shall be deemed the date of exercise.  The notice of exercise shall be accompanied by full 

























payment of the amount of the aggregate purchase price of the shares being purchased under the Option being exercised in a form permitted under the terms of the Plan. 


(d)    Payment.  Payment in full of the purchase price for the shares purchased pursuant to the exercise of this Option shall be made, in accordance with Section 7(c)(iii) of the Plan, upon exercise of the Option.  All shares sold under the Plan shall be fully paid and non-assessable by one of the following methods.


		
	1.
	Payment shall be made in cash (which may be borrowed in accordance with Paragraph 2 below) or by tender of previously held Common Stock, under procedures established by the Committee pursuant to Section 7(c)(iii) of the Plan.  In such a case, the current fair market value of the shares tendered as of the date of the Company's receipt of notice of exercise, given pursuant to Paragraph 5(c) herein, “Method of Exercise”, shall be treated as payment of the corresponding amount of the purchase price of the shares being acquired under the Option.  




		
	2.
	If the Grantee is an officer of the Company subject to the share ownership guidelines for officers on the date of the Option but is not an officer of the Company subject to the restrictions of Section 16(b) of the Exchange Act or an executive officer as defined in Rule 3b-7 of the Exchange Act on the date of the exercise of the Option may, upon exercise of this Option, the Grantee may borrow all or an established part of the purchase price from the Company at an interest rate such that there is neither a necessity to avoid “imputed interest” under Section 483 of the Code, nor “foregone interest” under Section 7872 of the Code. The full amount borrowed according to the terms and conditions established by the Secretary of the Company in the “Employee Stock Option Note”; and related legal documents and furthermore shall be subject to such requirements and procedures as the Committee shall from time to time determine, consistent with applicable law or regulations.  All loans associated with said stock shall be paid in full (interest plus principal) upon termination of employment (other than death, total disability and/or retirement, and at the discretion of the Secretary of the Company in the case of a transfer between the employment of the Company and association with the Company as a licensed sales associate) with the Company or upon the sale of any said stock.  




		
	3.
	The Secretary of the Company shall have full authority to direct the proper officers of the Company to issue or transfer shares of Common Stock pursuant to the exercise of an Option granted under this Option Agreement.  As soon as practicable after its receipt of such notice and payment, the Company shall cause the shares so purchased to be issued to the Grantee or to the person authorized to exercise the Option after his or her death, as the case may be, and shall promptly thereafter cause one or more certificates for such shares to be delivered to such Grantee or other person. The holding periods referred to in Section 6 herein; “Conditions on Grantee's Sale of Shares” shall be measured from the date of issuance.




6.    Conditions on Grantee's Sale of Shares.


		
	(a)
	Unless the Company has filed an effective Registration Statement, pursuant to the Securities Act of 1933, covering the shares offered under this Option, the Grantee, upon purchasing shares shall be required to represent to the Company at that time that he or she is acquiring such shares for investment purposes and not with a view to their sale or distribution, and for such shares shall have printed or stamped thereon appropriate language, as determined by the Secretary of the Company.




		
	(b)
	The Secretary of the Company may, at his or her discretion, require the Grantee, on any exercise of an Option granted thereunder or any portion thereof and as a condition to the Company's obligation to accept the notice of exercise and to deliver the shares subject to exercise, to take such action as is, in his or her sole judgment, necessary or prudent to insure that issuance of the shares of Common Stock pursuant to exercise of the Option shall be in compliance with applicable law.




		
	 7.
	No Contract of Employment.  Nothing in this Stock Option Agreement, nor any action taken by the Secretary of the Company related to his or her responsibilities associated with this Stock Option Agreement shall create any right on the part of the Grantee or any other person to enter into or continue in the employ of (or as a director) of the Company or an Affiliate, or affect the right of the Company or Affiliate to terminate the Grantee's employment at any time, subject to the provisions of law or any agreement for consulting services or contract of employment between the Company or Affiliate and the Grantee.

















		
	 8.
	No Rights as Shareholder.  The Grantee shall not have any voting or dividend rights or any other rights of a shareholder in respect of any shares of Common Stock covered by this Option prior to the time that the Grantee's name is recorded on the Company's shareholder ledger as the holder of record of such shares acquired pursuant to an exercise of the Option.




9.    Termination or Amendment.  The Board may terminate or amend the Plan and/or the Option at any time; 
provided, however, that no such termination or amendment may adversely affect the Option or any 
unexercised portion hereof without the consent of the Grantee.


		
	10.
	Applicable Law.  This Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.




		
	11.
	Subject to Plan.  Except as may be specifically set forth herein or upon the Notice of Grant of Stock Options and Option Agreement, the rights of the Grantee are subject to all of the terms and conditions of the Plan, the provisions of which are herein incorporated by reference herein.








AFLAC INCORPORATED
By:    DANIEL P. AMOS
Title: CHAIRMAN and CHIEF EXECUTIVE OFFICER




Acknowledgment:


The Grantee acknowledges by his or her signature on the attached Notice of Grant of Stock Options and Stock Option Agreement that the Grantee has reviewed the Aflac Incorporated 2004 Long-Term Incentive Plan (as Amended and Restated March 14, 2012) Prospectus, has read the same, and is familiar with its provisions and understands and agrees that the terms and conditions of the Plan, as well as the terms stated herein and upon the attached notice, are part of this Stock Option Agreement.






4816-0258-7923, v.  1