Voya 2013 Annual Report Download - page 458

number of shares underlying the RSU award shall vest such that the total number of shares that have vested is not
less than the Minimum RSA Shares. All unvested shares underlying the RSU award that have not vested as of
December 31, 2016 shall be forfeited. In the event of Mr. Martin’s termination without cause, termination for
good reason, death or disability prior to a relevant payment or vesting date, any unpaid portion of the Deal
Incentive Award will immediately vest and be paid, unless applicable law or regulation requires payment in a
different form or at a different time. Except as provided in his employment agreement, Mr. Martin’s RSUs will
be subject to the terms of the Omnibus Plan and to the terms of his award agreement under it.
During his employment, Mr. Martin is eligible to receive long-term equity-based incentive awards. With
respect to the 2011 and 2012 performance years, he was eligible, in ING Group’s sole discretion, to receive up to
a maximum aggregate amount of $2,000,000 in long-term incentive awards (his “Long-Term Incentive”).
Beginning with fiscal year 2013 performance, Mr. Martin is eligible to receive an annual long-term incentive
award, as determined in its discretion by the Compensation and Benefits Committee. For 2014, Mr. Martin’s
target long-term incentive opportunity has been established at 550% of base salary. Mr. Martin is entitled to
participate in each of the Company’s employee benefit and welfare plans, including plans providing retirement
benefits or medical, dental, hospitalization, life or disability insurance, on a basis that is at least as favorable as
that provided to other senior executives of the Company.
Mr. Martin’s employment agreement contains various provisions governing termination. If the Company
terminates Mr. Martin’s employment for cause (which includes willful failure to perform substantially under the
agreement, after demand for substantial performance has been given by the Board of Directors that specifically
identifies how he has not substantially performed his responsibilities, engagement in illegal conduct or in gross
negligence or willful misconduct, in any case, that is materially and demonstrably injurious to either ING Group
or the Company and material breach of non-compete, non-solicitation and other restrictive covenants in the
employment agreement) or if Mr. Martin terminates his employment other than for good reason (which includes
a reduction in salary or incentive award opportunities, failure to pay compensation or other amounts due under
the agreement, failure to elect and maintain Mr. Martin in the positions contemplated by the employment
agreement, any material reduction or other materially adverse action related to his authority, responsibilities or
duties, or relocation of his principal office more than 50 miles from the New York City metropolitan area) the
Company will pay his unpaid salary through the end of his employment, his salary for any accrued but unused
paid time off, any accrued expense reimbursements and other cash entitlements and any unpaid but vested ICP
award for a year ending before the end of his employment (collectively, his “Accrued Compensation”). In
addition, the Company will pay any benefits to which he is entitled under any plan, contract or arrangement other
than those described in the employment agreement, (including any unpaid deferred compensation and other cash
compensation accrued by him through the end of his employment) (collectively, the “Other Benefits”).
If the Company terminates Mr. Martin’s employment without cause or if he terminates his employment for good
reason, the Company will pay his Accrued Compensation, the Other Benefits, a pro rata ICP award (based on actual
performance through the termination date, multiplied by the number of days of employment before termination divided
by 365), and a lump-sum severance payment equal to his salary and any unpaid portion of his Deal Incentive Award.
The Company’s obligation to make the specified payments and benefits in the event of a termination by the Company
without cause or by Mr. Martin for good reason is conditioned upon Mr. Martin’s execution and delivery, without
subsequent revocation, of an agreement releasing ING Group from all other liability.
Employment Agreement of Mr. Karaoglan
Mr. Karaoglan serves as the Executive Vice President and Chief Operating Officer of the Company,
reporting to the CEO. Certain terms and conditions of his employment are set forth in an offer letter dated
April 5, 2011, as amended as of July 25, 2013. Mr. Karaoglan is employed at will, and the Company may change
the terms of or terminate his employment at any time.
Under the terms of his offer letter, Mr. Karaoglan received an annual base salary of $650,000 and has the
opportunity for certain incentive payments. Mr. Karaoglan is eligible to receive an annual incentive award with a
36