Voya 2013 Annual Report Download - page 457

Employees whose employment terminates for reasons other than a qualifying termination, including those who
resign or are terminated for unsatisfactory performance, violation of laws or Company policies or similar reasons
are not eligible for payments under the Severance Plan. Under the Severance Plan, eligible employees who do not
sign a waiver and release agreement in connection with their employment termination receive two weeks of eligible
pay. Employees who sign a waiver and release receive a benefit equal to the greatest of six weeks of eligible pay,
two weeks of eligible pay per year of service (up to 52 weeks of eligible pay), or two weeks of eligible pay per
$10,000 of eligible pay (up to 52 weeks of eligible pay). Outplacement and support services may be provided to
eligible employees at the discretion of the Company. Mr. Martin has an employment agreement that provides for a
lump-sum severance payment equal to annual salary in the event of an involuntary separation without “Cause” or
for “Good Reason,” as defined in the employment agreements. Pursuant to Mr. Steenbergen’s localization
arrangements, if he is involuntarily terminated without “Cause” (as defined in his offer letter), prior to April 15,
2014, in addition to severance under the ING U.S. Severance Plan, he will be paid a market value allowance of
$400,000 on April 14, 2014. Currently, there are no other employment agreements that provide payments due to
termination of employment. Mr. Karaoglan, Mr. Steenbergen, Ms. Beams and Mr. Becker are eligible to participate
in the ING U.S. Severance Plan that is generally available to all full-time and part-time employees.
Employment Agreements
As discussed above under “—Critical Compensation and Other Policies”, notwithstanding the target
opportunities discussed below, the compensation paid to Identified Staff remained subject to CRD Limitations
while ING Group consolidated our financial results with its financial results under IFRS.
Employment Agreement of Mr. Martin
The Company has an employment agreement with Mr. Martin, who serves as Chief Executive Officer of the
Company and Chairman of its Board of Directors. The employment agreement is dated as of March 25, 2011, as
amended and restated as of November 7, 2012, and as further amended and restated as of July 25, 2013. The term
of the employment agreement is April 4, 2011 to December 31, 2014 and can be extended by mutual agreement.
Under the terms of his employment agreement, Mr. Martin receives an annual base salary of $1 million and
has the opportunity for certain incentive payments. Mr. Martin is eligible to participate in the annual incentive
payment program, or “ICP”, under which he may receive an award subject to his achievement of pre-established
performance goals during each year ending during his employment. The amounts awarded under the ICP are
determined by the Compensation and Benefits Committee and have a target of 100% of base salary with an
opportunity to earn up to 200% of his base salary, a certain portion of which is subject to deferral. Mr. Martin’s
target annual incentive award has subsequently been adjusted to 175% of base salary.
In addition to his base salary and ICP opportunity, Mr. Martin received a Deal Incentive Award in the
amount of $6 million upon completion of our IPO, consisting of $2 million in cash and $4 million in Company
RSUs, issued under the Omnibus Plan, based on the IPO price. The cash component of the award was paid after
the completion of the IPO. The RSUs will vest as follows, provided that Mr. Martin is still employed by the
Company on the applicable vesting date: (i) prior to December 31, 2016, if the Company completes one or more
additional public offerings, a number of shares underlying the RSUs shall vest equal to (I) the total number of
shares underlying the original RSU award multiplied by (II) the percentage of Company shares held by ING
Group after the IPO that are sold in an additional public offering, and (ii) on December 31, 2016, if all of the
shares underlying the original RSU award have not yet vested, and ING Group owns less than 50% of the amount
of Company shares that it held prior to the IPO (the “Pre-IPO Shares”), then 50% of the unvested RSUs shall vest
(but no RSUs will vest if ING Group continues to own 50% or more of the Pre-IPO Shares). If the number of
shares underlying the RSU award that have vested pursuant to the above is less than the “Minimum RSA
Shares,” determined as (I) the number of shares underlying the RSU award multiplied by (II) a fraction, the
numerator of which is the amount by which the percentage of the Pre-IPO Shares no longer owned by ING
Group as of December 31, 2016 exceeds 33.33% and the denominator of which is 66.67%, then an additional
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