Voya 2013 Annual Report Download - page 313

ING U.S., Inc.
Notes to the Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)
vesting conditions, and under which the number of shares of common stock delivered upon vesting varies with
the level of achievement of performance criteria; and stock options. Following the IPO, grants of equity-based
awards under the Omnibus Plan are made by the Compensation and Benefits Committee (the “Committee”) of
the Board of Directors of the Company, and are subject to such terms and conditions as the Committee may
determine, including in respect of vesting and forfeiture, subject to certain limitations provided in the Omnibus
Plan. Equity-based awards under the Omnibus Plan may carry dividend equivalent rights, pursuant to which
notional dividends accumulate on unvested equity awards and are paid, in cash, upon vesting. To date, all awards
made under the Omnibus Plan have included dividend equivalent rights. Dividend equivalents are credited to the
recipient and are paid only to the extent the applicable performance criteria and service conditions are met.
In 2013, the Company awarded only RSUs and PSUs under the Omnibus Plan. RSUs were awarded in respect of
(1) conversion of ING Group equity awards under the LSPP (as described below) which were not subject to
performance-based vesting conditions, (2) Deal Incentive Awards, and (3) one-time equity awards. PSUs
awarded in respect of the conversion of ING Group equity awards under the LSPP were subject to performance-
based vesting conditions. PSUs in 2013 generally entitle recipients to receive, upon vesting, a number of shares
of common stock that ranges from 0% to 150% of the number of PSUs awarded, depending on the level of
achievement of the specified performance condition. The establishment and the achievement of performance
objectives is determined and approved by the Committee. These awards vest no earlier than one year from the
date of the award and no later than three years from the date of the award. Dividend equivalents are credited to
the recipient and are paid only to the extent the applicable performance criteria and service conditions are met. In
the case of retirement (as defined in the award agreement), awards vest depending on the employee’s age and
years of service subject to the satisfaction of the applicable performance criteria.
If an award under the Omnibus Plan is forfeited, expired, terminated, otherwise lapses, the shares of Company
common stock underlying that award will again become available for issuance under the Omnibus Plan. Shares
withheld by the Company to pay taxes, or which are withheld by or tendered to the Company to pay the exercise
price of stock options (or are repurchased from an option holder by the Company with proceeds from the exercise
of stock options) are not available for reissuance.
As of December 31, 2013, there were no stock options issued or outstanding under the Omnibus Plan.
Deal Incentive Awards: Upon closing of the IPO, 1,993,614 RSUs were granted to employees of the Company
under the Omnibus Plan in connection with Deal Incentive Awards. Deal Incentive Awards were conditional
agreements to grant equity awards to certain employees of the Company, upon the closing of the IPO or upon the
satisfaction of certain other conditions. RSUs granted in connection with Deal Incentive Awards are subject to
certain vesting conditions, lockup period and other holding requirements. Of the Deal Incentive Award RSUs
granted, 895,544 vested in 2013, primarily upon the pricing of the Secondary Offering.
Due to the completion of the Secondary Offering in 2013 and the ending of the related underwriters’ lockup
period, a further 800,032 of such RSUs will vest over 90 days from the pricing of the Secondary Offering. Of the
1,993,614 RSUs granted upon the closing of the IPO, 219,573 RSUs will proportionately vest upon further sales
of Company stock by ING Group.
ING U.S., Inc. 2013 Omnibus Non-Employee Director Incentive Plan
The Company offers equity-based awards to ING U.S. Inc. non-employee directors under the ING U.S., Inc.
2013 Omnibus Non-Employee Director Incentive Plan (“2013 Director Plan”), which the Company adopted in
connection with the IPO. A total of 88,000 shares of Company common stock were initially reserved and
available for issuance under the 2013 Director Plan. The grant date fair value of awards granted under the Plan to
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