VOYA 2015 Q1 10-Q EX 10.3






Exhibit 10.3
2015 Award Agreement
under the
Voya Financial, Inc.
2014 Omnibus Employee Incentive Plan


Grantee:
Grant Date:
Restricted Stock Units Granted:
Performance Stock Units Granted:


Article 1 - General


		
	1.1
	Capitalized terms used but not defined in this agreement (this “Agreement”) shall, unless the context otherwise requires, have the same definition as in the Voya Financial, Inc.                   2014 Omnibus Employee Incentive Plan (the “Plan”). Unless otherwise stated or the              context so requires, the singular shall be construed to mean the plural, and vice versa.




		
	1.2 
	This  Award is subject to the terms and conditions of the Plan and as set forth below in                  this Agreement.  The provisions of this Agreement shall govern and prevail in the event               of any conflict with the Plan. Any conflicting or inconsistent term of this Agreement shall be interpreted and implemented by the Committee in a manner consistent with the Plan.




		
	1.3 
	The Grantee has read  the Plan, and accepts  and  agrees  to the terms and  conditions                   thereof.




Article 2 - Awards


		
	2.1
	Award of RSUs.




		
	(a)
	Award.  Grantee is hereby granted the number of restricted stock units (“RSUs”,  and  each  an  “RSU”) indicated above immediately adjacent to the caption “Restricted  Stock  Units Granted”. Each RSU represents a conditional right to  receive one share of Common Stock, subject to Article 3.1(a).  




		
	(b)
	Grant Date of Award.  The grant date of this Award of RSUs is the date indicated above immediately adjacent to the caption “Grant Date” (the “Grant Date”).




		
	(c)
	Consideration.  No consideration is payable by the  Grantee  in  respect  of  this  Award of RSUs.













2.2    Award of PSUs.


		
	(a)
	Award. Grantee  is  hereby  granted  the  number  of  performance share  units (“PSUs”, and each a “PSU”) indicated above immediately adjacent to the caption “Performance Share Units Granted”.  Each PSU represents a conditional right to receive a number of shares of Common Stock subject, and determined according, to Section 3.1(b)(ii).




		
	(b) 
	Grant Date of Award.  The grant date of this Award of PSUs is the Grant Date.




		
	(c)
	Consideration.  No consideration  is  payable  by  the  Grantee in respect of this  Award of PSUs.




Article 3 - Vesting and Delivery of Award


3.1     Scheduled Vesting Dates.  


		
	(a)
	Vesting of Awards of RSUs. Subject to Articles 3.2 and 3.4 below, this Award of RSUs will vest one-third on the  first anniversary of the Grant Date, one-third on the second anniversary of the Grant Date and one-third on the third anniversary of the Grant Date (each,  a  “Vesting  Date”),  provided that the Grantee  is  still  Employed  by  the  Company  on  each  of  the  respective Vesting Dates. Any fractional shares that would otherwise vest on a Vesting Date will vest on the last Vesting Date.  In the event there are any fractional shares  on  the  final  Vesting  Date, the number of  RSUs that vest on that final Vesting Date will be rounded up to  the  nearest  whole  share.  As  soon  as  practicable  following  each Vesting  Date (but in any event no later than the end of the calendar year in which such Vesting Date occurs), one share of Common Stock shall be delivered to the  Grantee in  respect of each RSU vesting on such Vesting Date.




		
	(b)
	Vesting of Awards of PSUs. (i) Subject to Articles 3.3 and 3.4 below, this Award           of PSUs will vest one-third on the Vesting Date that is the first anniversary of the Grant Date, one-third on the Vesting Date that is the second anniversary of the          Grant Date and one-third on the Vesting Date that is the third anniversary of the Grant Date, provided that the Grantee is still Employed by the Company on each          of the respective Vesting Dates.  Any fractional shares that would otherwise vest             on a Vesting Date will vest on the last Vesting Date.  In the event there are any fractional shares on the final Vesting Date, the number of PSUs that vest on that   final Vesting Date will be rounded up to the nearest whole share.




		
	(ii)
	As soon as practicable following each Vesting Date (but  in  any  event no later than the end of the Calendar Year in which such Vesting Date occurs),  a number of shares of Common Stock shall be delivered to the Grantee in respect of each PSU vesting on such date, equal  to  the number  of  such  PSUs multiplied by a performance factor (a “Performance Factor”) applicable to the performance period (each such period, a “Performance Period”)  last  ended  as of  such  Vesting Date.  The  beginning and  ending  





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dates of each Performance Period shall be as set forth in Annex A.  The Performance Factor for each Performance Period will be determined based on the level of achievement, over the course of such Performance  Period,  of one or more Company-wide or business-unit specific financial,  operational or other goals, as set forth in Annex A hereto.  Grantee understands and acknowledges that the Performance Factor may be zero if applicable minimum goals are not met, and that the  Performance  Factor  may not exceed the maximum amount set forth in Annex A.  To the extent set forth on Annex A, Performance Factors and performance goals with respect to certain Performance Periods applicable to this Award of  PSUs  may be communicated to Grantee during the term of this Award Agreement and shall, when so communicated, be deemed to form a part of Annex A hereto as if incorporated herein.  


3.2    Termination of Employment - RSUs.  
 
		
	(a)
	If Grantee is Retirement-Eligible and ceases to be Employed  by  the  Company  prior to the last Vesting Date, then any unvested RSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Section 3.1(a);




		
	(b)
	If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the last Vesting Date by reason of:




		
	(i)
	the Grantee’s  Disability,  then  any  unvested  RSUs  shall  vest  as  of  the  Termination Date and one share of Common Stock shall be delivered  to  the  Grantee in respect of  each   such   vested   RSU   as   soon   as   practicable   following the Termination Date (but in any event  no  later  than  March  15  of  the calendar year following  the  calendar  year   in   which   the   Termination   Date occurs); or




		
	(ii)
	termination of Grantee’s Employment by the Company due  to  Business  Conditions or a Routine  Business  Divestiture,  then,  as  of  the  Termination  Date,  a number of unvested RSUs will vest  equal  to  the  number   of   RSUs   that would have vested on the next succeeding Vesting Date following the Termination Date  multiplied  by  the  Pro  Rata  Factor,  and  one  share   of   Common Stock shall be delivered to  the  Grantee  in  respect  of  each   such   vested RSU as soon as  practicable  following  the  Termination  Date  (but   in   any  event  no  later  than  March  15   of  the  calendar  year  following   the   calendar  year  in  which  the  Termination  Date occurs), and any RSUs  that  remain  unvested  after  application  of  this  Article 3.2(b)(ii) shall be forfeited;  or




		
	(iii)
	the  Grantee’s  death,  any  unvested   RSUs   shall   vest   and  one  share of   Common  Stock  shall  be  delivered  to  the  Grantee’s beneficiary or estate, as  the   case  may  be,   in  respect  of  each  vested  RSU  as   soon  as   practicable  







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following the date of death (but in any event no later than March  15  of  the  calendar year following the calendar year in which the death occurs).


3.3    Termination of Employment - PSUs


		
	(a)
	If Grantee is Retirement-Eligible and ceases to be Employed  by  the  Company  prior to the last Vesting Date, then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Section  3.1(b),  and  the  number  of  shares  of  Common Stock to be delivered to Grantee in respect of each  such  vesting  PSU  will be determined in accordance with Section 3.1(b)(ii);




		
	(b)
	If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the last Vesting Date by reason of:




		
	(i)
	the Grantee’s Disability, then, as of the Termination Date,  all  unvested  PSUs  shall vest and (A) with respect to unvested PSUs that relate to a  Performance  Period that has not yet commenced prior to the Termination Date (if  any),  a  number of shares of Common Stock shall be delivered to Grantee in respect of each such PSU, such  number  to  be  determined  in  accordance  with  Section  3.1(b)(ii) using a Performance Factor equal to 100% and (B) with respect to unvested PSUs that relate to a Performance Period that has commenced but for which the  corresponding  Vesting  Date  has  not  yet  occurred  as  of  the  Termination Date (each, an“Open Performance Period”), a number  of  shares  of Common Stock shall be delivered to Grantee in respect  of each  such PSU,  such number to be determined in accordance with Section 3.1(b)(ii) using a Performance Factor equal to (x) if the Committee shall have  determined,  prior  to the Termination Date, a Performance Factor with respect to such Open Performance Period (including a Performance Factor calculated on an  interim  basis with respect to such Open Performance  Period,  if the  Committee  shall  have made such a determination), the most recently determined Performance Factor for such Open Performance Period or (y) if no such Performance Factor shall have been determined with respect to such Open Performance Period prior to the Termination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated pursuant to clauses (A) and (B) of  this  paragraph  shall  be delivered  to  the  Grantee  as soon  as practicable  following  the  Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs); or




		
	(ii)
	termination of Employment by the Company due to Business Conditions or a Routine Business Divestiture then, as of the Termination Date, with respect to   each Open Performance Period, a number of  PSUs  shall  vest  equal  to  the  number of PSUs that would have vested on the Vesting Date  immediately  following the end of such Open Performance Period, multiplied by the Pro Rata Factor calculated for such Open Performance Period, and a number of shares of Common Stock shall be delivered to Grantee in respect  of  each  such  vested  PSU, such number to be determined in accordance with Section 3.1(b)(ii) using 





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the  actual  Performance  Factor  calculated  with  respect  to  such  Open  Performance Period following the conclusion of such Open Performance Period; the shares of Common Stock (if any) so calculated shall be  delivered  to  the  Grantee  as soon as practicable following the applicable Vesting Date of  such  PSUs (but in any event no later than the end of the calendar year in which such Vesting Date  occurs),  and  any PSUs that remain unvested after application of this Article 3.3(b)(ii) shall be forfeited; or


		
	(iii)
	the Grantee’s death, then, as of the date of death, all unvested PSUs  shall  vest  and (A) with respect to unvested PSUs that relate to a Performance Period that  has not yet commenced as of the date of death (if any), a number of shares of Common Stock shall be delivered to Grantee’s beneficiary or estate, as the case may be  in  respect  of  each  such  PSU,  such number to be determined  in  accordance  with Section 3.1(b)(ii) using a Performance Factor equal to  100%  and (B) with respect to unvested PSUs that  relate  to  an  Open  Performance  Period, a number of shares of Common Stock shall be delivered to Grantee’s beneficiary  or  estate,  as the case may be, in respect of each such PSU, such  number to  be  determined  in  accordance with  Section 3.1(b)(ii)  using (A) if the Committee  shall  have  determined, prior to the date of death, a Performance  Factor with respect to such Open Performance Period (including a Performance Factor calculated on an interim basis with respect to such Open Performance Period, if the Committee shall have  made  such  a  determination), the  most  recently determined Performance Factor for such Open Performance Period or (B) if no such Performance Factor shall have been determined with respect  to  such Open Performance Period prior to the date of death, a Performance Factor  of 100%; the shares of Common Stock (if any) so calculated pursuant to clauses (A) and (B) of this paragraph shall be delivered to the Grantee’s beneficiary of estate as soon as  practicable  following  the date of death (but in any event no  later than March 15 of the calendar  year  following the calendar year in which  the death occurs).




3.4    Termination of Employment - All Awards


		
	(a)
	In the event of a Change in Control, the provisions of Section 3.6 of the Plan shall govern the treatment  of  this  Award,  which  provisions  shall  supersede any  provision of this Agreement that is inconsistent with such Section 3.6.




		
	(b)
	If a Grantee is given notice of termination of Employment in  circumstances  involving fraud, gross negligence, willful  misconduct or any activity detrimental  to the Company, as determined by the Committee, then this Award shall lapse immediately on the date the notice of termination of Employment is given to the Grantee, and any unvested awards shall be forfeited.




		
	(c)
	Notwithstanding Articles 3.2 or 3.3, the Committee in its absolute discretion may consent to vest this Award in whole or in part to the extent it may determine and considers reasonable.







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	(d)
	Other than as set forth in Article 3.2 and 3.3, any unvested RSUs or PSUs shall  expire upon termination  of  Employment  without  any  consideration  and the  Grantee shall have no further rights thereto.




Article 4 - Claw back and Hold back


4.1    Claw Back.  


		
	(a)
	Notwithstanding the terms and conditions as specified in the Plan and this  Agreement, the Grantee expressly agrees that the Company shall have the right to reclaim any shares of Common  Stock that have been delivered  to  the  Grantee  under the Plan in the event that he or she engages in conduct or performs acts that the Committee determines to be: 




		
	(i)
	malfeasance;




		
	(ii)
	fraud; or




		
	(iii)
	specific conduct, alone or in concert with others, which has led to the material restatement of the Company’s financial statements or significant harm to the Company.




		
	(b)
	By signing this Agreement, the Grantee acknowledges that he or she understands and agrees that in the event the Committee determines t hat  Grantee has engaged  in conduct or performed acts specified in Section 4.1(a) and Grantee has  sold  all or a portion of his or her shares of Common  Stock  after  vesting, the  Company  has the right to claim from the Grantee an amount equal to the Fair Market Value of such shares at the time of such  sale and  the  Grantee is  obliged to  repay  this  amount at first demand by the Company, such  payment to be made no later  than  30 days after the first demand.




		
	4.2
	Hold Back.  The Committee has the authority to adjust the number of RSUs and PSUs granted hereunder or to cancel this Award if:  




		
	(a)
	Grantee commits malfeasance or fraud; or 




		
	(b)
	material  new  information  arises  that  would have changed the original  determination of this Award had it been known at the Grant Date; or 




		
	(c)
	Grantee engages in specific conduct, alone or in concert with  others,  which  has  led  to  the  material  restatement of  the  Company’s  financial  statements or  significant harm to the Company. 




Article 5 - Various


		
	5.1
	Compliance  with U.S.  Tax  Law.   The  Grantee  understands  and  agrees  that  notwithstanding  anything  herein  to  the contrary,  this  Agreement,  and the Award made  



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hereby, shall be administered in accordance with the applicable provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), including but not limited to, Section 409A of the Code. Notwithstanding anything in the Plan to the contrary, any adjustment of the Award granted hereby shall be made in compliance with Section  409A  of the Code. The Award granted hereby is intended to comply with Section 409A of the Code and will be administered and interpreted in accordance with that intent. In the event that the Grantee  is  a  “specified  employee”  (within the  meaning  of the  Treasury  Regulations §1.409A‐1(i))  as of the date of the  Grantee’s  “separation  from  service”  (within the  meaning  of  Treasury  Regulations  §1.409A‐1(h))  and  if,  as a  result,  any  shares  of Common Stock cannot be delivered, or this Award cannot  be  paid  or  provided,  in  either case in the manner or at  the  time  otherwise  provided  in  Article  3,  without  subjecting the Grantee to “additional tax”, interest or penalties under Section 409A of the Code, then such shares shall be delivered, or this Award will be paid or provided, on the first day of the seventh month following the Grantee’s separation from service.


		
	5.2
	Delivery of Common Stock or Sale of Common Stock.  Except as  otherwise  provided  above and notwithstanding anything in the Plan to the contrary, shares of Common Stock deliverable in respect of vested RSUs or PSUs, shall  be  transferred to  the  brokerage  account of the Grantee.  The Grantee shall provide instructions to the Company and to the administrator of the brokerage account during  the  designated  period(s)  prior  to  the  relevant Vesting Date regarding the retention or sale of all or a portion of the delivered  shares of Common Stock, including in respect of tax withholding obligations relating  to  the vested RSUs or PSUs, in each case in accordance with the procedures established by the Company and the administrator of the brokerage account for the provision of such instructions.  If the Grantee fails to provide any such instructions during the designated period(s), the Grantee shall be deemed to have provided instructions to retain all of the delivered shares of Common Stock.  In all cases, however, the Company shall be entitled, at its sole option, to withhold or repurchase (at the market price of such shares at the time of delivery) Common Shares from Grantee in order to satisfy all or a portion of any tax withholding or similar obligations associated  with  the  vesting  or  delivery  of  such  Common Shares, and such withholding or repurchase by the Company shall  be  effected  in priority to any contrary default provision or instructions provided by Grantee.




		
	5.3
	Dividend Equivalent Rights.  The Grantee has, with  respect  to  all  RSUs  and  PSUs  granted hereby, a conditional right to receive amounts equal to the regular cash dividends that would have been paid on the shares of Common Stock deliverable upon vesting  of  such RSUs and PSUs as if such shares of Common Stock had been delivered on the Grant Date.  Such amounts will be paid in cash, without interest, subject to the same terms and conditions, including but not limited to those related to vesting,  forfeiture,  cancellation  and payment, as apply to such RSUs and PSUs.  The Grantee will have only the rights of  a general unsecured creditor of the Company until payment of such amounts is made as specified herein.







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Article 6 - Governing law and Jurisdiction
 
		
	6.1
	Governing law and jurisdiction. This Agreement shall be governed  by  and  shall  be  construed in accordance with the laws of the State of New York. The Company and the Grantee irrevocably submit, in respect of any suit, action or proceeding arising out of or relating to or concerning the Plan or the interpretation or enforcement of this Agreement, to the exclusive jurisdiction of any state or federal court located in New York, New York and to be bound by the provisions of Section 3.16 of the Plan.




		
	6.2
	Partial invalidity.  Parties expressly agree that the invalidity or unenforceability  of  an  Article or Articles of this Agreement shall not affect the validity or enforceability of any other Article of this Agreement and that the remainder of this Agreement will remain  in  full effect. Any such invalid or unenforceable Article shall be replaced or  be  deemed  to  be replaced by a provision  that  is  considered  to  be  valid  and  enforceable.  The  interpretation of the replacing Article shall be as close as possible to the  intent  of  the  invalid or unenforceable Article.




Article 7 - Grantee Covenants


		
	7.1
	In consideration of the Award granted under this Agreement, Grantee agrees to abide  by  the restrictive covenants set forth below. 




		
	(i)
	Protection of confidential information. The Grantee will not, without permission of the Company, disclose  any  Company  confidential  information  or  trade  secrets to anyone outside the Company,  unless  required  by  subpoena.  Confidential information and trade secrets include, but  are not  limited  to,  customer lists, product development information, marketing and sales plans, premium or other pricing information, operating policies and manuals, and, or other confidential information related to the Company.




		
	(ii)
	Nonsolicitation of employees and agents.  The Grantee will not, for 12 months following termination of Employment, directly or indirectly attempt to  induce  any employee, agent or agency, broker,  broker-dealer,  financial  planner,  registered principal or representative of the Company to be employed by or to perform services for any entity that competes with the Company.




		
	(iii)
	Nonsolicitation of customers.  The Grantee will not, for 12 months following termination of Employment, directly or indirectly attempt to solicit the trade of any person that is a customer of the Company or which the Company has been undertaking reasonable steps to procure as a customer during the 6 months preceding termination of  employment.  This  limitation  will  only  apply  to  products or services in competition with a product or service of the  Company,  and to customers with whom Grantee had contact during employment.




		
	(iv)
	Agreement to Cooperate.  Following  the  termination of  Employment,  the  Grantee will cooperate with the Company, without additional compensation, on matters  within  the scope of  Grantee’s  responsibilities during employment. The 



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Company agrees to reimburse reasonable out-of-pocket expenses the Grantee incurs in connection with such assistance. The Company agrees it will make all reasonable efforts to minimize disruption to the Grantee’s other commitments.


		
	7.2
	If any provision of Article 7.1 is determined by a court of competent jurisdiction not to be enforceable in the manner set forth above, the parties agree that they intend the provision to be enforceable to the maximum extent possible under applicable law, and that the court should reform the provision to make it enforceable in accordance with the intent of the parties.




		
	7.3
	The Grantee acknowledges  that  these  covenants are a  material  inducement for the  Company to make the Award granted under this Agreement. The Grantee further acknowledges that a violation of any term of the covenants will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Grantee agrees that, if the Grantee breaches any of the covenants: 




		
	(i)
	the Award made to the Grantee pursuant to this Agreement will be rescinded; 




		
	(ii)
	the Grantee will not be entitled to retain any income or property  derived  from  the Award; and




		
	(iii)
	the Company will be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining the Grantee  from committing  any violation of the covenants contained in Article 7.1.




The remedies in this Article are cumulative and are in addition to any other rights and remedies the Company may  have at  law  or in equity  as a   court or  arbitrator may  reasonably determine.
Article 8 - Definitions


		
	8.1
	“Business Conditions” shall mean (i) any situation, not being a Business Divestiture, in which the termination of a Grantee’s employment is caused by economic or strategic considerations and is not based primarily on the Grantee’s individual performance and (ii) termination of Grantee’s Employment by the Company due to a reorganization of the Company in such circumstances as the Committee determines in its absolute discretion.




		
	8.2
	“Business Divestiture” shall mean (i) the transfer of all or a portion of a Subsidiary by which the Grantee is Employed to a transferee that is not a Subsidiary or (ii)  a  complete  or partial initial public offering of a Subsidiary by which the Grantee is Employed, in the case  of  each  of  clauses  (i)  and  (ii) ,  where  such  transfer or  initial  public  offering  (A)  results in Voya Financial (directly or indirectly) owning less than 50.1% of the voting stock in such Subsidiary and (B) does not form part of the Company’s normal course of business as determined by the Committee.




		
	8.3
	“Disability” shall mean, as determined by the Committee in its sole discretion, an injury  or sickness (i) that began during the Grantee’s Employment and has caused Grantee to be 



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unable to perform Grantee’s occupation on a full-time or part-time basis for a continuous period of 26 weeks and (ii) for which Grantee has been under a physician’s regular care.


		
	8.4
	“Pro Rata Factor” shall mean, (i) with respect to RSUs, (x) if the Termination Date  is  after the Vesting Date that falls in the  calendar  year  in  which  the  Termination  Date  occurs (the “Termination Year”), the factor that is calculated by dividing the number of months of Employment during the Termination Year (rounded up to the nearest whole number) by 12 and (y) if the Termination Date is on or prior to the Vesting Date falling in the Termination Year, the factor that is calculated by dividing (A) the sum of 12 and the number of months of Employment during the  Termination  Year  (rounded  up  to  the  nearest whole number) by (B) 12 and  (ii)  with  respect to  PSUs,  the  factor  that  is  calculated by dividing the number of months of Employment during the relevant Open Performance Period (rounded up to the nearest whole number) by the total  number  of  months in the relevant Open Performance Period.




		
	8.5
	 “Retirement-Eligible” shall mean that: (i) each of the following criteria are met: (A) Grantee is at least 58 years old and (B) the sum of Grantee’s years of service with the Company and Grantee’s age (in years) is at least 63; or (ii) the Committee has agreed to deem Grantee to be Retirement-Eligible, notwithstanding that the  criteria  set  forth  in  clause (i) of this definition have not been satisfied.




		
	8.6
	 “Routine Business Divestiture” shall mean a transaction that would be a Business Divestiture but for the exclusion from the definition of “Business Divestiture”  described  in subclause (B) of such definition.




		
	8.7
	“Termination Date” shall mean the date upon which Grantee’s Employment with the Company terminates.



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IN WITNESS WHEREOF, each of the parties hereto has signed this Agreement effective as of the date first written above.
 
	
					
	 
	 
	 
	 
	 

	VOYA FINANCIAL, INC.




                                                                        
Name:
Title:




                                                                        
Name:
Title:






GRANTEE




                                                                        


	 
	 
	 
	 

	 
	 
	 










































[Signature page to Omnibus Plan 2015 Award Agreement]





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