under the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan

Exhibit 10.3

2023 Award Agreement

under the

Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan

Grantee:

Grant Date:

Restricted Stock Units Granted:

Performance Share Units Granted:

Article I- 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. 2019 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    Grantee has read the Plan and this Agreement, and accepts and agrees to the terms and conditions thereof and hereof.

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. 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 Xxxxxxx 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 Article 3.1(b)(ii).

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

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

Exhibit 10.3

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 each of February ___, 2024, February ___, 2025, and February ___, 2026 (each, a “Vesting Date”), provided that Grantee is still Employed by the Company on such Vesting Date. Any fractional shares that would otherwise vest on a Vesting Date will vest on the last Vesting Date. In the event that there are any fractional shares on the final Vesting Date, the number of RSUs that vest on the 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 Grantee in respect of each RSU which vested 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 on February ___, 2026 (the “PSU Vesting Date”), provided that Grantee is still Employed by the Company on the PSU Vesting Date. In the event that there are any fractional shares on the PSU Vesting Date, the number of PSUs that vest on the PSU Vesting Date will be rounded up to the nearest whole share.

(ii) As soon as practicable following the PSU Vesting Date (but in any event no later than March 15 of the calendar year in which the PSU Vesting Date occurs), a number of shares of Common Stock shall be delivered to Grantee in respect of each PSU that vested on the PSU Vesting Date equal to the number of such PSUs multiplied by a performance factor (a “Performance Factor”) applicable to the period beginning on January 1 of the year in which the Grant Date falls and ending on December 31 of the year immediately preceding the PSU Vesting Date (such period, the “Performance Period”). The Performance Factor for the Performance Period will be determined based on the level of achievement, over the course of the Performance Period, of the performance goals 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.

3.2    Termination of Employment – RSUs.

(a)    If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause 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 Article 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)    involuntary termination of Grantee’s Employment by the Company for any reason other than (A) due to Grantee’s death or Disability or (B) for Cause, then, as of the Termination Date, a number of unvested RSUs 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, will vest, and one share of Common Stock shall be delivered to 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)(i) shall be forfeited; or

Exhibit 10.3

(ii)    Grantee’s death or Disability, then any unvested RSUs shall vest as of the date of such death or Disability, and one share of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, in respect of each such vested RSU as soon as practicable following the date of death or Disability (but in any event no later than March 15 of the calendar year following the calendar year in which the death or Disability occurs).

(c)    If Grantee ceases to be Employed by the Company by reason of termination of Xxxxxxx’s Employment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested RSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to Grantee.

3.3    Termination of Employment – PSUs.

(a)    If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the PSU 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 Article 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 PSU Vesting Date by reason of:

(i)    involuntary termination of Employment by the Company for any reason other than (A) due to Grantee’s death or Disability or (B) for Cause then, as of the Termination Date, a number of PSUs equal to the number of PSUs that would have vested on the PSU Vesting Date, multiplied by the Pro Rata Factor, shall vest, 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 the actual Performance Factor calculated with respect to the Performance Period following the conclusion of the Performance Period; the shares of Common Stock (if any) so calculated shall be delivered to Grantee as soon as practicable following the PSU Vesting Date (but in any event no later than March 15 of the calendar year in which the PSU Vesting Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i) shall be forfeited; or

(ii)    Grantee’s death or Disability, then, as of the date of such death or Disability, all unvested PSUs shall vest and a number of shares of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, in respect of each such vested PSU, such number to be determined in accordance with Article 3.1(b)(ii) using (A) if the Committee shall have determined, prior to the date of death or Disability, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (B) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the date of death of Disability, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, as soon as practicable following the date of death or Disability (but in any event no later than the earlier of (1) March 15 of the calendar year following the calendar year in which such event occurs, or (2) March 15 of the calendar year in which the PSU Vesting Date occurs).

(c)If Grantee ceases to be Employed by the Company by reason of termination of Xxxxxxx’s Employment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on

Exhibit 10.3

the Termination Date, then all unvested PSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to Grantee.

3.4    Change in Control or 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; provided that, with respect to RSUs subject to this Award, if Grantee is Retirement-Eligible, (i) Section 3.6.1 of the Plan shall apply only if the Change in Control also constitutes a “change in control event” within the meaning of Treasury Regulations §1.409A-3(i)(5), and (ii) any shares of Common Stock deliverable under Section 3.6.1 of the Plan shall comply with Section 5.1 below.

(b)    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 that it may determine and considers reasonable.

(c)    Other than as set forth in Article 3.2 and 3.3, or this Article 3.4, any unvested RSUs or PSUs shall expire upon termination of Employment without consideration and Grantee shall have no further rights thereto.

Article 4- Compensation Recoupment Policy

4.1    This grant is made expressly subject to the Voya Financial, Inc. Compensation Recoupment Policy, as in effect from time to time.

Article 5-Various

5.1    Compliance with U.S. Tax Law. Xxxxxxx understands and agrees that notwithstanding anything herein to the contrary, this Agreement, and this Award 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 this Award shall be made in compliance with Section 409A of the Code. If Grantee is Retirement-Eligible, RSUs subject to this Award are intended to comply with, and PSUs subject to this Award are intended to be exempt from, Section 409A of the Code, and this Award will be administered and interpreted in accordance with that intent. If Grantee is not Retirement-Eligible, RSUs and PSUs subject to this Award are intended to be exempt from Section 409A of the Code, and this Award will be administered and interpreted in accordance with that intent. In the event that Grantee is a “specified employee” (within the meaning of the Treasury Regulations §1.409A‑1(i)) as of the date of 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 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 Xxxxxxx’s separation from service.

5.2    Delivery of Common Stock or Sale of Common Stock; Withholding.

(a)    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 Grantee. Grantee shall provide instructions to the

Exhibit 10.3

Company and to the administrator of the brokerage account during the designated period(s) prior to the relevant Vesting Date or PSU Vesting Date, as applicable, regarding the retention or sale of all or a portion of the delivered shares of Common Stock, in accordance with the procedures established by the Company and the administrator of the brokerage account for the provision of such instructions.

(b)    Grantee is ultimately liable and responsible for all taxes owed in connection with vested RSUs or PSUs, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the RSUs or PSUs. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of an RSU or PSU or the subsequent delivery or sale of shares of Common Stock issuable pursuant to the RSUs or PSUs. In all cases, however, the Company shall be entitled, at its sole option, to withhold (at the market price of such shares at the time of delivery) shares of Common Stock 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 shares of Common Stock, and such withholding by the Company shall be effected in priority to any contrary default provision or instructions provided by Grantee. Notwithstanding anything herein to the contrary, in no event shall Grantee be permitted to directly or indirectly elect to accelerate payment in violation of Section 409A of the Code with respect to the RSUs or PSUs to satisfy any FICA tax withholding and related income tax withholding obligations as a result of vesting prior to the applicable delivery date.

5.3    Dividend Equivalent Rights. 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. Grantee will have only the rights of a general unsecured creditor of the Company until payment of such amounts is made as specified herein.

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 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. The 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.

Exhibit 10.3

Article 7-Grantee Covenants

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

(i)    Protection of confidential information. Grantee will not, without permission of the Company, use any Company confidential information or trade secrets for any purpose or disclose any Company confidential information or trade secrets to anyone outside the Company for any purpose, 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, proprietary or non-public information related to the Company.

(ii)    Nonsolicitation of employees and agents. Grantee will not, for 12 months following termination of Employment for any reason, whether such termination is at the initiative of Grantee or the Company, directly or indirectly attempt to induce any employee, agent or agency, broker, broker-dealer, financial planner, registered principal or representative of the Company to terminate their employment or other relationship with the Company or to be employed by or to perform services for any entity that directly or indirectly competes with the Company’s then current business.

(iii)    Nonsolicitation of customers. Grantee will not, for 12 months following termination of Employment for any reason, whether such termination is at the initiative of Grantee or the Company, directly or indirectly attempt to induce any customer of the Company to terminate or otherwise change its relationship with the Company in a manner that is adverse to the Company’s business interests, or attempt to solicit the trade of any person or entity 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 then-current product or service of the Company, and to customers with whom or which Grantee had contact or for whom or which Grantee had direct or indirect managerial or supervisory responsibility, in either case during Xxxxxxx’s last 24 months of Employment with the Company.

(iv)    Agreement to Cooperate. Following the termination of Employment, Xxxxxxx will cooperate with the Company, without additional compensation, on matters within the scope of Xxxxxxx’s responsibilities during Employment. The Company agrees to reimburse reasonable out-of-pocket expenses Grantee incurs in connection with such assistance. The Company agrees it will make all reasonable efforts to minimize disruption to Xxxxxxx’s other commitments.

(v)    Non-Competition. Grantee will not, for 12 months following the termination of Employment for any reason, whether such termination is at the initiative of Grantee or the Company, directly or indirectly, associate (including as a director, officer, employee, partner, consultant, agent or advisor) with the United States retirement, investment management, or employee benefits operations of any person or entity that is competitive with the Company’s then-current business, which Grantee acknowledges and agrees as of the Grant Date includes, but is not limited to. each entity included on Annex B hereto (or those United States retirement, investment management, or employee benefits operations of their respective parents, subsidiaries, affiliates, and successors-in-interest), whether or not Grantee is within or outside the United States when such association occurs, and in connection with Grantee’s association engage, or directly or indirectly manage or supervise personnel engaged, in any activity (A) that is substantially related to any activity that Grantee was engaged in, (B) that is substantially related to any activity for which Grantee had direct or indirect managerial or supervisory responsibility, or (C) that calls for the application of specialized knowledge or skills substantially

Exhibit 10.3

related to those used by Grantee in Xxxxxxx’s activities as an employee of the Company; in each case, for the Company at any time during Xxxxxxx’s last 24 months of Employment with the Company.

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    Grantee acknowledges that these covenants are a material inducement for the Company to make the Award granted under this Agreement. 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, Xxxxxxx agrees that, if Xxxxxxx breaches any of the covenants:

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

(ii)    such breach shall be deemed to be “Misconduct” for purposes of the Voya Financial, Inc. Compensation Recoupment Policy; and

(iii)    the Company will be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining 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    “Disability” shall mean, as determined by the Committee in its sole discretion, an injury or sickness (i) that began during Xxxxxxx’s Employment and has caused Grantee to be unable to perform Grantee’s occupation on a full-time or part-time basis for a minimum period of 26 weeks and (ii) for which Grantee has been under a physician’s regular care.

8.2    “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 Performance Period (rounded up to the nearest whole number) by the total number of months in the Performance Period.

8.3    “Retirement-Eligible” shall mean that each of the following criteria are met, or will be met, as of the last Vesting Date set forth in Section 3.1(a): (i) Grantee is at least 58 years old and (ii) the sum of Grantee’s years of service with the Company and Xxxxxxx’s age (in years) is at least 63.

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

Exhibit 10.3

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:

GRANTEE