Voya 2013 Annual Report Download - page 315

ING U.S., Inc.
Notes to the Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)
ADRs are delivered, on each of the first, second and third anniversaries of the award date, provided that the
participants are still employed by the Company on the relevant vesting date, and, in the case of performance-
based LSPP, provided that the relevant performance condition has been satisfied, as determined by the
Committee and the Supervisory Board of ING Group.
Discretionary Bonus Deferral Shares: In connection with the mandatory ING Group 2012 Incentive
Compensation Plan (“ICP”), a portion of annual cash incentive awards that exceeded €100,000 equivalent in
value $(129,368) of restricted ING Group ADRs were granted in 2013 to employees of the Company. Upon the
closing of the IPO, the 731,015 of restricted ING Group ADRs were converted into 309,272 RSUs under the
Omnibus Plan. RSUs granted to employees who are not “Identified Staff” vest one-third on each of the first,
second and third anniversaries of the grant date, provided that the participant is still employed by the Company
on the relevant vesting date. With respect to employees who are “Identified Staff,” RSUs vest half on the second
anniversary of the grant date, and one-quarter vest on the third and fourth anniversaries of the grant date, in each
case provided that the participant is still employed by the Company on the relevant vesting date.
Equity Compensation Plan: In 2011, 2012, and 2013, certain employees of the Company (principally those
employed within the Investment Management business) received equity-based awards under ING Group’s ING
America Insurance Holdings, Inc. Equity Compensation Plan (the “Equity Compensation Plan”). Awards made
under the Equity Compensation Plan are in the form of restricted ING Group ADRs.
All Equity Compensation Plan awards to employees of the Company provided in 2013 were, upon the closing of
the IPO, converted into company-based equity awards under the Omnibus Plan. Outstanding awards made in
2011 and 2012 were not converted. The converted awards consisted of 1,271,322 restricted ING Group ADRs,
which were converted into 537,911 RSUs under the Omnibus Plan. These awards are subject to a three-year
vesting period ending January 1, 2016 provided that the participant is still employed by the Company on the
relevant vesting date.
Equity Compensation Plan awards to employees of the Company provided in 2012 and 2011 remain outstanding
and are subject to a three-year vesting period ending January 1, 2015 and 2014, respectively, provided that the
participant is still employed by the Company on the relevant vesting date.
LEO Plan: Prior to 2011, employees of the Company received equity-based awards under ING Group’s Long-
Term Equity Ownership (“LEO”) plan. Awards included both performance-based awards of ING Group ADRs
(“LEO PSUs”) and options to acquire ING Group ordinary shares. LEO options are nonqualified options with an
exercise price equal to the fair market value of one ING Group ordinary share on the date of grant. The options
have a ten-year term and vest three years from the grant date provided that the participant was still employed by
the Company on the relevant vesting date. LEO options will remain outstanding until exercised, lapsed, forfeited,
or cancelled.
LEO PSUs are a contingent award of ING Group ordinary shares and generally vested three years from the award
date. The number of ING Group ordinary shares deliverable upon vesting ranged from 0% to 200% of the
number of LEO PSUs awarded, depending on the level of achievement of ING Group’s Total Shareholder Return
relative to a peer group of global financial services companies as determined at the end of the vesting period,
provided that the participant was still employed by the Company on the relevant vesting date.
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