Voya 2013 Annual Report Download - page 469

subject of a guarantee by ING Group or its subsidiaries (see “—Historical Related Party Transactions—
Financing Arrangements—Guarantees”), the Company shall immediately reimburse ING Group or its subsidiary
for the full amount of such payments and for all reasonable expenses incurred by ING Group or the subsidiary in
connection with making such payments.
Term
The Shareholder Agreement terminates upon ING Group ceasing to beneficially own at least 7.5% of our
outstanding common stock, except for certain provisions including those relating to confidentiality, dispute
resolution, provisions with respect to guaranteed obligations and the obligation to maintain certain insurance
coverage. See “—Provisions Relating to Indemnification and Liability Insurance.”
Transitional Intellectual Property License Agreement
In connection with our initial public offering, we entered into a transitional intellectual property license
agreement with ING Group (the “IP Agreement”). Pursuant to the IP Agreement, ING Group granted us and our
subsidiaries a limited, non-exclusive, fully paid-up, royalty-free, non-transferable license to use certain
trademarks including the name “ING” and the ING “Lion”, with respect to each of our and our subsidiaries’
businesses, in the countries in which such business provides products or services prior to the closing of our IPO
(the “Territory”) in the fields of insurance, retirement and investment management (excluding the field of
banking, subject to limited exceptions). The license is sublicensable in certain circumstances in the ordinary
course of business in the Territory. The license term shall be for a thirty-month transition period, subject to the
possibility of extension in accordance with the IP Agreement. Under the IP Agreement, we are required to use
commercially reasonable efforts to transition to our new brand and to cease using ING Group trademarks as soon
as commercially reasonably practicable.
For a more complete description of our IP Agreement, see the prospectus included in our Registration
Statement on Form S-1 (as amended), filed with the SEC on March 18, 2014, under the caption “Certain
Relationships and Related Party Transactions—Continuing Relationship with ING Group—Transitional
Intellectual Property License Agreement”. The IP Agreement has also been filed as an exhibit to this Annual
Report on Form 10-K.
Joinder Agreement
Concurrently with the entry into the IP Agreement, we entered into a joinder agreement (the “Joinder
Agreement”) with ING Group that will become effective once we cease to be an “affiliate” of ING Group as
defined in the Co-Existence Agreement, dated February 17, 2012, among ING Group, ING Direct N.V., ING
Direct Bancorp, ING Bank, fsb and Capital One Financial Corporation. Pursuant to the Joinder Agreement, we
are joining the co-existence agreement, as if we remained an affiliate of ING Group.
Equity Administration Agreement
In connection with our initial public offering, we entered into an equity administration agreement with ING
Group that sets forth certain of our responsibilities and the responsibilities of ING Group with respect to the
administration of certain employee equity compensation plans, programs and arrangements (the “Equity
Administration Agreement”). Pursuant to the terms of the Equity Administration Agreement, ING Group agreed
to continue to facilitate the exercise of options and the vesting and delivery of performance shares and restricted
shares for purposes of all outstanding ING Group equity compensation awards held by our employees. The
Equity Administration Agreement also provides that we will cooperate and negotiate with ING Group where
necessary to administer compensation plans, programs and arrangements in accordance with the intent of the
Equity Administration Agreement.
47