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•	Direct: Includes a national sales force that targets large national merchants, a regional and mid-market sales team that sells solutions to merchants and third-party reseller clients, and a telesales operation that targets small and mid-sized merchants.

•	Indirect: Includes Independent Sales Organizations (ISOs) that target small and mid-sized merchants.

•	Merchant Bank: Includes referral partner relationships with financial institutions that target their financial services customers as merchant referrals to us.

•	Integrated Payments (IP): Includes referral partner relationships with independent software vendors (ISVs), value-added resellers (VARs), and payment facilitators that target their technology customers as merchant referrals to us.

•	eCommerce: Includes a sales force that targets internet retail, online services and direct marketing merchants.

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•	Global eCom - Global eCom provides a wide range of online and mobile multi-currency payment acceptance, validation and settlement services for its customer which include large and fast growing Internet-led multinationals. The vast majority of Global eCom’s customers sit within five priority industry verticals: Digital Content, Global Retail, Airlines, Regulated Gambling and Travel.

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•	Traditional Merchant - Legacy Worldpay serves a broad and diversified group of merchants. Legacy Worldpay’s client base primarily consists of merchant locations in the United Kingdom and the United States. Legacy Worldpay provides a comprehensive set of payment processing services to their merchants.

•	Merchant Acquiring Processing. Merchant acquiring processors sell electronic payment acceptance, processing and supporting services to merchants and third-party resellers. These processors route transactions originated by

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Payment Network Processing. Payment network processors, such as Visa, Mastercard and PIN debit payment networks, sell electronic payment network routing and support services to financial institutions that issue cards and merchant acquirers that provide transaction processing. Depending on their market position and network capabilities, these providers route credit, debit and prepaid card transactions from merchant acquiring processors to the financial institution that issued the card, and they ensure that the financial institution’s authorization approvals are routed back to the merchant acquiring processor and that transactions are appropriately settled between the merchant’s bank and the card-issuing financial institution. These providers also provide specialized risk management and other value-added services to financial institutions. Payment networks charge merchant acquiring processors and issuing financial institutions routing fees per transaction and monthly or annual maintenance fees and assessments.

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Issuer Card Processing. Issuer card processors sell electronic payment issuing, processing and supporting services to financial institutions. These providers authorize transactions received from the payment networks and ensure that each transaction is appropriately cleared and settled from the originating card account. These companies also provide specialized program management, reporting, outsourced customer service, back office support, risk management and other value-added services to financial institutions. Card processors charge issuing financial institutions fees based on the number of transactions processed and the number of cards that are managed.

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•	Invest in and leverage our integrated business model and technology platform to strengthen and protect our core business;

•	Broaden and deepen our distribution channels to grow our merchant and financial institutions client base;

•	Differentiate through value-added services that address evolving client demands and provide additional cross-selling opportunities, including security and fraud management, information services, ease of connection and delivery, and support for omni-channel environments; and

•	Enter new geographic markets through strategic partnerships or acquisitions that enhance our distribution channels, client base, and service capabilities.

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•	are required to pay significant settlements or fines;

•	repurchase our common stock; or

•	finance Worldpay, Inc.’s purchase of Class B units of Vantiv Holding from Fifth Third Bank upon the exercise of its right to put its Class B units of Vantiv Holding to Worldpay, Inc. in exchange for cash to the extent that we decide to purchase rather than exchange such units for Class A common stock.

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•	increasing our vulnerability to adverse economic, industry or competitive developments;

•	requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

•	exposing us to the risk of increased interest rates because certain of our borrowings, including our borrowings under our senior secured credit facilities, are at variable rates of interest;

•	making it more difficult for us to comply with the obligations of our debt instruments, including restrictive covenants and borrowing conditions, which could result in an event of default under the agreements governing such indebtedness;

•	restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

•	making it more difficult for us to obtain payment network sponsorship and clearing services from financial institutions;

•	limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and

•	limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

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•	restrictions on the ability of our stockholders to call a special meeting and the business that can be conducted at such meeting;

•	prohibition on the ability of our stockholders to remove directors elected by the holders of our Class A common stock without cause;

•	our ability to issue additional shares of Class A common stock and to issue preferred stock with terms that the board of directors may determine, in each case without stockholder approval (other than as specified in our amended and restated certificate of incorporation);

•	the absence of cumulative voting in the election of directors;

•	supermajority approval requirements for amending or repealing provisions in the amended and restated certificate of incorporation and bylaws;

•	a classified board of directors;

•	a prohibition on action by written consent of stockholders; and

•	advance notice requirements for stockholder proposals and nominations.

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•	market conditions in the broader stock market;

•	actual or anticipated variations in our quarterly financial and operating results;

•	variations in operating results of similar companies;

•	introduction of new services by us, our competitors or our clients

•	issuance of new, negative or changed securities analysts’ reports or recommendations or estimates;

•	investor perceptions of us and the industries in which we or our clients operate;

•	sales, or anticipated sales, of our stock, including sales by existing stockholders;

•	additions or departures of key personnel;

•	regulatory or political developments;

•	stock-based compensation expense under applicable accounting standards;

•	litigation and governmental investigations; and

•	changing economic conditions.

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•	the necessity of coordinating geographically separated organizations;

•	implementing common systems and controls;

•	integrating personnel with diverse business backgrounds;

•	the challenges in developing new products and services that optimize the assets and resources of the two businesses;

•	integrating the businesses’ technology and products;

•	combining different corporate cultures;

•	unanticipated expenses related to integration, including technical and operational integration;

•	increased fixed costs and unanticipated liabilities that may affect operating results;

•	retaining key employees; and

•	retaining and maintaining relationships with existing customers, distributors and other partners.

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•	differing local product preferences and product requirements;

•	geopolitical events, including natural disasters, public health issues, acts of war, nationalism and terrorism, social unrest or human rights issues;

•	partial or total expropriation of international assets;

•	trade protection measures, including tariffs or import-export restrictions;

•	enforceability of intellectual property and contract rights;

•	different, uncertain, or more stringent user protection, data protection, privacy, and other laws; and

•	potentially negative consequences from changes in or interpretations of tax laws or policies.

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(1)	Includes shares of Class A common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.

(2)

On October 25, 2016, the board of directors authorized a program to repurchase up to an additional $250 million of our Class A common stock. During the three months ended December 31, 2017, we did not repurchase any shares of Class A common stock under this program. Purchases under the repurchase program are allowed from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases are determined by management based on an evaluation of market conditions, stock price, and other factors. The share repurchase program has no expiration date and we may discontinue purchases at any time that management determines additional purchases are not warranted.

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•	Sales and marketing expense primarily consists of salaries and benefits paid to sales personnel, sales management and other sales and marketing personnel, residual payments made to referral partners and advertising and promotional costs.

•	Other operating costs primarily consist of salaries and benefits paid to operational and IT personnel, costs associated with operating our technology platform and data centers, information technology costs for processing transactions, product development costs, software fees and maintenance costs.

•

General and administrative expenses primarily consist of salaries and benefits paid to executive management and administrative employees, including finance, human resources, product development, legal and risk management, share-based compensation costs, equipment and occupancy costs and consulting costs. The year ended December 31, 2017 includes a charge related to a settlement agreement stemming from legacy litigation of an acquired company.

•	Depreciation and amortization expense consists of our depreciation expense related to investments in property, equipment and software as well as our amortization of intangible assets.

•	Interest expense—net consists primarily of interest on borrowings under our senior secured credit facilities less interest income earned on our cash and cash equivalents.

•	Income tax expense represents federal, state and local taxes based on income in multiple jurisdictions.

•

Non-operating income (expense) during the year ended December 31, 2017 primarily consists of a gain relating to the impact to the tax receivable agreement (“TRA”) liability as a result of the Tax Cuts and Jobs Act (“Tax Reform”) being enacted on December 22, 2017 and an unrealized gain related to the change in the fair value of a deal contingent foreign currency forward entered into in connection with the Worldpay acquisition, partially offset by the change in fair value of a TRA entered into as part of the acquisition of Mercury Payment Systems, LLC (“Mercury”). The 2016 amount primarily related to the change in the fair value of the Mercury TRA entered into as part of the acquisition of Mercury and a charge related to the refinancing of our senior secured credit facilities in October 2016. The 2015 amount primarily related to the change in the fair value of the Mercury TRA.

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(1)

Interest at a variable base rate (LIBOR) plus a spread rate (225 basis points) (total rate of 3.81% at January 16, 2018) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters (June 2018 through March 2021), 1.875% per quarter during the next four quarters (June 2021 through March 2022) and 2.50% per quarter during the next three quarters (June 2022 through December 2022) with a balloon payment due at maturity.

(2)

Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.56% at January 16, 2018) and amortizing on a basis of 1.32% per quarter during each of the first eight quarters (March 2018 through December 2019), 1.97% per quarter during the next four quarters (March 2020 through December 2020) and 2.63% per quarter during the next three quarters (March 2021 through September 2021) with a balloon payment due at maturity.

(3)	Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.56% at January 16, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.

(4)	Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.56% at January 16, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.

(5)	$500 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 4.375% and principal due upon maturity.

(6)	£470 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 3.875% and principal due upon maturity. The spot rate of 1.3806 U.S. dollars per Pound Sterling at January 16, 2018 was used to translate the Note to U.S. dollars.

(7)	€500 million principal senior unsecured note with interest payable semi-annually at a fixed rate of 3.75% and principal due upon maturity. The spot rate of 1.2264 U.S. dollars per Euro at January 16, 2018 was used to translate the Note to U.S. dollars.

(8)	Interest payable monthly at a fixed rate of 6.22%.

•	$1.605 billion of additional five-year term Tranche A-5 loans (included in table above)

•	$535.0 million of additional seven-year term Tranche B-4 loans (included in table above)

•	$600.0 million of additional revolving credit commitments, resulting in total available revolving credit of $1.25 billion (no outstanding balance at January 16, 2018)

•	$594.5 million backstop Tranche B-2 (no outstanding balance at January 16, 2018)

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(1)

Represents principal and variable interest payments due under our senior unsecured notes, senior secured credit facilities and the loan agreement for our corporate headquarters facility as of December 31, 2017. Interest payments are approximately as follows: $315.7 million for less than 1 year; $607.9 million for 1 - 3 years; $561.5 million for 3 - 5 years and $268.1 million for more than 5 years. Variable interest payments were calculated using interest rates as of December 31, 2017.

(2)	Includes obligations related to software licenses, software maintenance support and telecommunication and network services.

(3)

We have agreements with third-party processors to provide gateway authorization and other processing services. These agreements require us to submit a minimum number of transactions for processing. If we submit a number of transactions that is less than the minimum, we are required to pay the third party processor’s fees that they would have received if we had submitted the required minimum number of transactions. Processing services includes amounts due under network sponsorship agreements.

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(4)	Represents estimated TRA payments to various parties and cash payments to exercise the call options pursuant to which certain additional obligations of the Company under the Fifth Third and Mercury TRAs would be terminated. See Note 7 - Tax Receivable Agreements in “Item 8 - Financial Statements and Supplementary Data” for more details.

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•	Network fees and other costs primarily consist of pass through expenses incurred by the Company in connection with providing processing services to its clients, including Visa and Mastercard network association fees and payment network fees.

•	Sales and marketing expense primarily consists of salaries and benefits paid to sales personnel, sales management and other sales and marketing personnel, residual payments made to referral partners, and advertising and promotional costs.

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•	Other operating costs primarily consist of salaries and benefits paid to operational and IT personnel, costs associated with operating the Company’s technology platform and data centers, information technology costs for processing transactions, product development costs, software fees and maintenance costs.

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General and administrative expenses primarily consist of salaries and benefits paid to executive management and administrative employees, including finance, human resources, product development, legal and risk management, share-based compensation costs, equipment and occupancy costs and consulting costs. The year ended December 31, 2017 includes a charge related to a settlement agreement stemming from legacy litigation of an acquired company.

•	Non-operating income (expense):

◦

Non-operating income for the year ended December 31, 2017 primarily consists of a gain relating to the impact to the tax receivable agreement (“TRA”) liability as a result of the Tax Cuts and Jobs Act (“Tax Reform”) being enacted on December 22, 2017 (see note 7 - Tax Receivable Agreements) and an unrealized gain relating to the change in the fair value of a deal contingent foreign currency forward entered into in connection with the Worldpay Group plc (“Worldpay”) acquisition (see Note 8 - Derivatives and Hedging Activities), partially offset by the change in the fair value of a TRA entered into as part of the acquisition of Mercury Payment Systems, LLC (“Mercury”) (see Note 7 - Tax Receivable Agreements).

◦	Non-operating expense for the year ended December 31, 2016 relates to the change in fair value of the Mercury TRA entered into as part of the acquisition of Mercury (see Note 7 - Tax Receivable Agreements) and a charge related to the refinancing of the Company’s senior secured credit facilities in October 2016 (see Note 6 - Long-Term Debt).

◦	Non-operating expense for the year ended December 31, 2015 primarily relates to the change in the fair value of the Mercury TRA (see Note 7 - Tax Receivable Agreements).

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(1)

Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.48% at December 31, 2017 and 2.70% at December 31, 2016) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters (March 2017 through December 2019), 1.875% per quarter during the next four quarters (March 2020 through December 2020) and 2.50% per quarter during the next three quarters (March 2021 through September 2021) with a balloon payment due at maturity.

(2)	Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points at December 31, 2017 and 250 basis points at December 31, 2016) (total rate of 3.48% at December 31, 2017 and 3.25% at December 31, 2016) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.

(3)	Interest payable at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.48% at December 31, 2017) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.

(4)	Interest payable monthly at a fixed rate of 6.22%.

(5)	$225 million revolving credit facility borrowing interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.49% at December 31, 2017).

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(1)	“OCI” represents other comprehensive income.

(2)	For the year ended December 31, 2017, amount represents hedge ineffectiveness.

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(1)	Includes stock issued under the equity plans less Class A common stock withheld to satisfy employee tax withholding obligations upon vesting or exercise of employee equity awards and forfeitures of restricted Class A common stock awards.

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(3)	Reflects net income attributable to the non-controlling interest of the joint venture.

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•	Level 1 Inputs—Quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

•	Level 2 Inputs—Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including but not limited to quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities and observable inputs other than quoted prices such as interest rates or yield curves.

•	Level 3 Inputs—Unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.

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Merchant Services—Provides merchant acquiring and payment processing services to large national merchants, regional and small-to-mid sized businesses. Merchant services are sold to small to large businesses through diverse distribution channels. Merchant Services includes all aspects of card processing including authorization and settlement, customer service, chargeback and retrieval processing and interchange management.

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Financial Institution Services—Provides card issuer processing, payment network processing, fraud protection, card production, prepaid program management, ATM driving and network gateway and switching services that utilize the Company’s proprietary Jeanie debit payment network to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional personal identification number (“PIN”) networks. Financial Institution Services also provides statement production, collections and inbound/outbound call centers for credit transactions, and other services such as credit card portfolio analytics, program strategy and support, fraud and security management and chargeback and dispute services.

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(1)

Interest at a variable base rate (LIBOR) plus a spread rate (225 basis points) (total rate of 3.81% at January 16, 2018) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters (June 2018 through March 2021), 1.875% per quarter during the next four quarters (June 2021 through March 2022) and 2.50% per quarter during the next three quarters (June 2022 through December 2022) with a balloon payment due at maturity.

(2)

Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.56% at January 16, 2018) and amortizing on a basis of 1.32% per quarter during each of the first eight quarters (March 2018 through December 2019), 1.97% per quarter during the next four quarters (March 2020 through December 2020) and 2.63% per quarter during the next three quarters (March 2021 through September 2021) with a balloon payment due at maturity.

(3)	Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.56% at January 16, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.

(4)	Interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 3.56% at January 16, 2018) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity.

(5)	$500 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 4.375% and principal due upon maturity

(6)	£470 million principal senior unsecured notes with interest payable semi-annually at a fixed rate of 3.875% and principal due upon maturity. The spot rate of 1.3806 U.S. dollars per Pound Sterling at January 16, 2018 was used to translate the Note to U.S. dollars.

(7)	€500 million principal senior unsecured note with interest payable semi-annually at a fixed rate of 3.75% and principal due upon maturity. The spot rate of 1.2264 U.S. dollars per Euro at January 16, 2018 was used to translate the Note to U.S. dollars.

(8)	Interest payable monthly at a fixed rate of 6.22%.

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•	$1.605 billion of additional five-year term Tranche A-5 loans (included in table above)

•	$535.0 million of additional seven-year term Tranche B-4 loans (included in table above)

•	$600.0 million of additional revolving credit commitments, resulting in total available revolving credit of $1.25 billion (no outstanding balance at January 16, 2018)

•	$594.5 million backstop Tranche B-2 (no outstanding balance at January 16, 2018)

•	additional amortization expense that would have been recognized relating to the acquired intangible assets; and

•	adjustment to interest expense to reflect the additional borrowings of the Company in conjunction with the acquisition and removal of Legacy Worldpay debt.

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(1)	Column [a] includes the following outstanding equity-based awards:

•	2,300,967 stock options;

•	909,294 restricted stock units; and

•	327,912 performance share units.

(2)	The weighted-average exercise price set forth in this column is calculated without regard to restricted stock units and performance share units, which do not have any exercise price.

(3)

Equity compensation plans consist of the Worldpay, Inc. 2012 Equity Incentive Plan (the “2012 Equity Incentive Plan”) and the Worldpay, Inc. Employee Stock Purchase Plan (the “ESPP”). The 2012 Equity Incentive Plan had 35.5 million shares initially authorized for issuance. In addition to these 35.5 million shares, the following shares will become available for grant under the 2012 Equity Incentive Plan, and, to the extent such shares became available as of

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(4)

Additionally, at the time of the acquisition of Mercury Payment Systems, LLC, the Company registered and issued 1.8 million shares under the Mercury Payment Systems, LLC 2010 Unit Incentive Plan, as Restated and Assumed by Worldpay, Inc. The awards issued were stock options, which have been excluded in the table above. As of December 31, 2017 there were 122,642 outstanding options remaining with a weighted-average exercise price of $17.02 and 315,761 awards available to be issued due to forfeitures subsequent to the acquisition.

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†	Confidential treatment granted as to certain portions by the SEC.

+	Indicates a management contract or compensatory plan.

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1.	Definitions................................................................................................................ 1

2.	Appointment and Term............................................................................................      2

3.	Duties.......................................................................................................................      3

4.	Place of Work............................................................................................................     5

5.	Hours of Work...........................................................................................................     5

6.	Conflicts of Interest and Dealings in Securities........................................................     5

7.	Salary and Bonus......................................................................................................     6

8.	Expenses...................................................................................................................     6

9.	Benefits.....................................................................................................................     7

10.	Pension......................................................................................................................     7

11.	Holidays....................................................................................................................     8

12.	Illness or Accident....................................................................................................     8

13.	Termination...............................................................................................................     9

14.	Confidentiality..........................................................................................................    11

15.	Protection of Business Interests................................................................................    12

16.	Intellectual Property Rights......................................................................................    12

17.	Data Protection.........................................................................................................    12

18.	Disciplinary and Grievance Procedure.....................................................................    13

19.	Collective Agreements..............................................................................................    13

20.	Regulatory Requirements.........................................................................................    13

21.	Notices......................................................................................................................    14

22.	General......................................................................................................................    14

1.	Protection of Business Interests................................................................................    17

2.	Intellectual Property Rights......................................................................................    19

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(1)	WORLDPAY GROUP LIMITED, a company incorporated in England and Wales (registered number 08762327) whose registered office is at The Walbrook Building, 25 Walbrook, London EC4N 8AF (the Company); and

(2)	PHILIP JANSEN of 12 The Orchard, LondonW4 1JX (the Executive).

1.	Definitions

1.	Definitions

(a)	a Subsidiary of the Company;

(b)	a Holding Company of the Company;

(c)	a Subsidiary of any such Holding Company; or

(d)	an associated company, being any company in which the Company or any of the group companies falling within (a) to (c) above has a shareholding of 50% or more or any company which has a shareholding of 50% or more in the Company or any of the group companies falling within (a) to (c) above,

2.	Interpretation

(a)	Words and phrases which are not defined in this Agreement but which are defined in the Act, the Companies Act 1985 or the Companies Act 2006 (as the context so requires) or the Insolvency Act 1986 will be construed as having those meanings.

(b)	References to any statute or any statutory provision will be construed as references to the statute or statutory provision as in force at the date of this Agreement and as subsequently re-enacted or consolidated and will include references to any statute or any statutory provision of which it is a re‑enactment or consolidation.

(c)	Unless the context otherwise requires references in this Agreement to the feminine gender will, where appropriate, be deemed to include the masculine and vice versa.

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(d)	The Schedules to this Agreement form part of (and are incorporated into) this Agreement.

2.	Appointment and Term

1.	The Company will employ the Executive and the Executive will serve the Company as Chief Executive Officer.

2.	The Executive's employment under this Agreement will commence on the Effective Date and continue (subject to the provisions of this Agreement) until terminated by either party giving to the other not less than six (6) months prior notice in writing, which will increase to twelve (12) months' following an IPO.

3.	The Executive's employment will, unless otherwise agreed, terminate on the date on which the Executive reaches the age of 65 or any later age determined by the Board as the normal retirement age for all employees.

4.	The Executive represents and warrants to the Company that, by entering into this Agreement and/or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him.

5.	The Executive warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Term.

6.	The Executive’s previous employment with Worldpay (UK) Limited (registered number 07316500) counts as part of the Executive’s continuous period of employment which commenced on 1 April 2013.

3.	Duties

1.	During the Term the Executive will:

(a)	if so required by the Board, carry out duties on behalf of any Group Company (commensurate with his position as Chief Executive Officer) including, if so required by the Board, act as a director or officer of (and/or provide services to) any Group Company;

(b)	comply with the articles of association (as amended from time to time) of any Group Company of which he is a director;

(c)	abide by his fiduciary duties to any Group Company of which he is a director;

(d)	not do anything that would cause him to be disqualified from acting as a director;

(e)	comply with the requirements under both legislation and regulation as to the disclosure of inside information;

(f)	unless prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Group during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he will not be entitled to any additional remuneration for work performed outside normal office hours;

(g)	diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board and do so in a competent manner;

(h)	comply with all reasonable and lawful directions given to him by the Board;

(i)	promptly make such reports to the Board in connection with the affairs of the Group on such matters and at such times as are reasonably required;

(j)	report to the Board his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Group immediately on becoming aware of it;

(k)	at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations of his conduct as the Board may reasonably require;

(l)	commensurate with his position, use his best endeavours to promote, protect, develop and extend the business of the Group;

(m)	not knowingly do or willingly permit to be done anything to the prejudice, loss or injury of the Group;

(n)	consent to the Group monitoring and recording any use that he makes of the Group's electronic communications systems for the purpose of ensuring that the Group's rules are being complied with and for legitimate business purposes; and

(o)	comply with any electronic communication systems policy that the Group may issue from time to time.

2.

Notwithstanding the provisions of clause 3.1, the Company may at any time require the Executive to resign from any or all offices, including directorships of any Group Company (but not his directorship of the Company, Ship Midco Limited and Ship Luxco 3 S.a.r.l other than as provided for in clause 13.5). The Executive irrevocably and unconditionally appoints the Company to act as his attorney with authority in his name and on his behalf to sign and/or execute any and all agreements, instruments, deeds or other papers and do all

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3.

Notwithstanding the provisions of clause 3.1, the Company may (at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given) cease to provide work for the Executive, in which event during that period the other provisions of this Agreement including those relating to the Executive's remuneration will continue to have full force and effect but the Executive will not be entitled to access any premises of the Company or any Group Company (such period being Garden Leave). The Company may, in addition to the above:

(a)	(without limitation to the provisions of Schedule 1) require the Executive not to contact or have any communication for business purposes with any clients, suppliers, agents, professional advisers, brokers, bankers, employees or contractors of any Group Company; and/or

(b)	exclude the Executive from any premises of any Group Company; and/or

(c)	require the Executive to resign from any or all offices, including directorships, of any Group Company; and/or

(d)	revoke or suspend any powers of attorney and authorised signatories the Executive may hold for any Group Company; and/or

(e)	appoint a further executive director or employee to perform the Executive's duties and to exercise all or any of his powers or to delegate all or any of the Executive's duties to any other director or employee who may exercise those powers; and/or

(f)	require the Executive to take any outstanding holiday time which is accrued up to the commencement of the notice period.

4.

Notwithstanding the provisions of clause 3.1, the Company may at any time suspend the Executive during any period in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Executive provided that such suspension is no longer than is reasonably required in the circumstances. During any period of suspension the Executive will continue to receive his salary and contractual benefits but the Executive will not be entitled to access any premises of the Company or any Group Company and the Company may require the Executive not to contact for business purposes any clients, suppliers, agents, professional advisers, brokers, bankers or employees of any Group Company without its prior consent.

5.

Subject always to clause 6, during the Term the Executive will not without the prior written consent of the Board engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. The Executive will not hold office in any company which is not a Group Company without the prior written approval of the Board. For the avoidance of doubt, nothing in this clause will be construed so as to require the Board's prior written consent to the Executive's participation in any recreational or charitable activities which would not reasonably be expected to detract from the proper and timely performance of his duties under this Agreement.

4.	Place of Work

5.	Hours of Work

1.	The Executive's normal working hours will be 9.00am to 5.00pm on Mondays to Fridays and any additional hours necessary for the proper performance of his duties. The Executive acknowledges that he will not receive further remuneration in respect of any additional hours.

2.	The parties agree that the nature of the Executive's position is such that his working time cannot be measured and, accordingly, that the appointment falls within the scope of Regulation 20 of the Working Time Regulations.

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6.	Conflicts of Interest and Dealings in Securities

1.

During the Term the Executive will not, whether alone or jointly with or on behalf of any other person, firm or company and whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise (except as a representative or nominee of any Group Company or otherwise with the prior consent in writing of the Board) be engaged, concerned or interested in any other business which:

(a)	is wholly or partly in competition with any business carried on by the Company or any Group Company; or

(b)	as regards any goods or services is a supplier to or customer of the Company or any Group Company,

2.	The Executive agrees that he will not enter into any transaction which contravenes the insider dealing provisions contained in Part V of the Criminal Justice Act 1993.

3.	The Executive will at all times comply with any share dealing rules issued from time to time by the Group for directors and employees of the Group Companies, provided he has received prior written notification of the rules.

4.	The Executive agrees to disclose to the Board any matters relating to his spouse or civil partner (or anyone living as such), children or parents which may, in the reasonable opinion of the Board, be considered to interfere, conflict or compete with the proper performance of the Executive's obligations under this Agreement.

7.	Salary and Bonus

1.

The Executive will receive an annual salary of £850,000 (subject to the appropriate Deductions) which will accrue from day to day and be payable by equal monthly instalments partly in arrears and partly in advance on or about the 18th day of each calendar month, or if this falls on a weekend on the next business day, or such salary as may be agreed by the Board on annual review in accordance with the Company's usual practice. The Company is under no obligation to award an increase following a salary review.

2.

The Company may in its absolute discretion pay the Executive a bonus dependent upon achievement against annually set targets as agreed by the Board, to be documented separately, with a potential target payment of 100% of basic salary for achievement of the targets set for that year. Subject always to clause 7.3 below, the payment of any bonus is conditional on the Executive being in the employment of the Company (and not having given or received notice to terminate the Executive's employment) on the day the bonus would otherwise have been due for payment to him provided, however, that this will not prejudice the Executive's right to receive any bonus earned by him but not yet paid to him in respect of a complete bonus year worked by him before the bonus year in which his employment terminates or (as the case may be) notice of termination is given or received.

3.

If the Executive's employment is terminated by the Company other than by lawful summary dismissal pursuant to clause 13.3, the Executive will be entitled to receive payment of (a) any unpaid bonus for the bonus year completed before the Termination Date and (b) any bonus payable in accordance with clause 7.2 pro-rated up to the date of termination subject to achievement of the set targets as amended to reflect the pro rata period Any pro rata bonus payable in these circumstances will be calculated and paid (if any is payable) in accordance with other bonuses when Company-based performance targets can be assessed.

4.	Any bonus paid in accordance with clause 7.2 and/or clause 7.3 will not be pensionable.

5.	Where payable, bonus payments paid in accordance with clause 7.2 and/or clause 7.3 will be made by the Company to the Executive promptly following the filing of audited accounts for the year concerned.

6.	The Executive will not be entitled to any fees in respect of any directorship of the Company or any Group Company and to give effect to this clause the Executive will forthwith pay to the Company or procure that the Company is paid all such fees received.

7.	The Company may deduct from the salary and/or any other sums owed to the Executive, any Deductions and any money owed to any Group Company by the Executive, including, but without limitation to, any overpayments whether of salary, expenses or otherwise, loans or advances made to him by any Group Company

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8.	Expenses

1.	The Executive will be entitled to be reimbursed for all reasonable out-of-pocket expenses (including hotel, travelling and entertainment expenses but excluding any car parking fines or road traffic offence fines) reasonably and necessarily incurred by him in the proper performance of his duties, subject to the production of any receipts or other evidence the Company reasonably requires.

2.	The Executive will abide by the Group's policies on expenses as communicated to him and as apply to senior executives of the Group from time to time. The Executive may travel first class on Group business and be reimbursed by the Company for the cost of that travel where (acting reasonably) he deems it reasonable to do so, for example on certain long haul flights.

9.	Benefits

1.	During the Term, subject to the conditions and rules of the particular scheme from time to time in force, the Executive will be entitled to:

(a)	private medical cover for the Executive and the Executive's Family under the relevant scheme the Company operates for its employees; and

(b)	permanent health insurance for the Executive under the relevant scheme the Company operates for its employees.

2.	The Executive will be eligible to participate in the Company's life assurance scheme which (subject to the rules of the scheme as amended from time to time) pays out at the level of four times the Executive’s gross annual salary if the Executive dies during the Term. Participation is subject to:

(a)	the terms of the Company's life assurance scheme, as amended from time to time;

(b)	the rules or the insurance policy of the relevant insurance provider, as amended from time to time; and

(c)	the Executive satisfying the normal underwriting requirements of the relevant insurance provider of the Company's life assurance scheme and the premium being at a rate which the Company considers reasonable.

3.

If the insurance provider refuses for any reason to provide life assurance benefit to the Executive the Company will not be liable to provide to the Executive any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit. The Company in its sole and absolute discretion reserves the right to discontinue, vary or amend its life assurance scheme (including the level of the Executive's cover) at any time on reasonable notice to the Executive.

4.	The Executive will be entitled to participate in any other benefit plans generally made available to employees of the Company or senior employees of the Company, subject to the proviso that any cost of such participation is deducted from the Executive’s salary where appropriate.

5.	During the Term, the Company will pay to the Executive a car allowance of £23,000 per annum.

6.	The Company will be entitled to make Deductions in relation to any of the payments and/or benefits in this clause 9.

10.	Pension

1.

The Executive may participate in the Company's group personal pension scheme (or any other pension scheme the Company may establish or nominate from time to time) subject to the rules of the relevant scheme as apply to the Executive and any relevant tax reliefs and exemptions available from HMRC, in each case as amended from time to time. Full details of the current scheme are available from Human Resources.

2.

The Company will make an allowance available equal to 20% of the Executive's annual salary (not including any bonus) and the Executive may elect that such part of that allowance (if any) as he notifies the Company will be contributed to the Company's group personal pension scheme (or any other pension scheme the Company establishes or nominates from time to time) on a monthly basis and the remainder (if any) will be paid to the Executive as salary each month (subject to the appropriate Deductions), provided that once an election is made it cannot be changed for 12 months.

3.	The Executive will make contributions to the scheme at a level agreed from time to time by the Company and the Executive.

4.	The Company will notify the Executive from time to time as to whether a contracting-out certificate is in force in respect of the Company's group personal pension scheme.

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11.	Holidays

1.

The Executive will be entitled (in addition to the usual public holidays in England and Wales) to 30 days' holiday on full pay in each holiday year (being from 1 January to 31 December) to be taken at such reasonable time or times, subject to the Board's reasonable discretion. A maximum of five days' holiday may, with the prior consent of the Board, be carried over from one year to the next, provided that any days carried over are taken before March of the following year.

2.	The Company may require the Executive to work on any public or bank holiday but in such event the Executive will be entitled to time off in lieu.

3.

On termination of the Executive's employment the Executive will either be entitled to salary in lieu of any outstanding pro rata holiday entitlement or be required to repay to the Company any salary received in respect of holiday taken in excess of his pro rata holiday entitlement, such salary to be calculated on the basis of 1/260th of the fixed annual salary payable to the Executive pursuant to clause 7.1 for each day of outstanding or excess holiday entitlement, as appropriate.

4.	During any notice period pursuant to clause 2.2 the Board may require the Executive to take any outstanding holiday entitlement. Following expiration of any notice period, if, on termination of this Agreement, the Executive has:

(a)	any outstanding holiday entitlement the Company will make a payment to the Executive in lieu of that holiday entitlement subject to any deductions the Company will be entitled to make in respect of any sums owed by the Executive to the Company; or

(b)	taken holiday in excess of his accrued entitlement, the Company is authorised to deduct from any sum owed by the Company to the Executive a sum representing the excess holiday taken,

12.	Illness or Accident

1.	The Executive will from time to time at the request and expense of the Company submit to medical examinations and tests by a medical practitioner nominated by the Company, the results of which will be disclosed to the Company.

2.	If the Executive is absent from his duties as a result of Incapacity for a period of seven days or more (including any days that fall on a weekend) he will, at the request of the Company, produce medical certificates to the Company in respect of the entire period of his absence.

3.

lf the Executive is absent owing to Incapacity so that he is unable properly to perform his duties he will continue to be entitled to his full salary and benefits during any period of Incapacity during the first 130 working days in aggregate of such absence in any 12-month period and thereafter any such salary and benefits will be paid at the discretion of the Company. After a consecutive period of absence of one month, the Company will be entitled at any time during the period of absence to appoint a further executive director or employee to perform the Executive's duties and to exercise his powers. If the absence continues in aggregate for 130 working days in any rolling period of 12 months, then, subject to clause 13.7, the Company may terminate the Executive's employment immediately.

4.

lf the Executive's Incapacity is or appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which damages are or may be recoverable, the Executive will immediately notify the Board of that fact and of any claim, compromise, settlement or judgment made or awarded in connection with it and all relevant particulars that the Board may reasonably require. The Executive will, if required by the Board, pursue a claim against the third party and refund to the Company that part of any damages or compensation recovered by him relating to the loss of earnings for the period of the Incapacity as the Board may reasonably determine less any costs borne by the Executive in connection with the recovery of such damages or compensation, provided that the amount to be refunded will not exceed the total amount paid to the Executive by the Company in respect of the period of Incapacity.

5.	The Company will pay the Executive all sums payable by way of statutory sick pay in accordance with the legislation in force at the time of absence and any remuneration paid pursuant to clause 12.3 will be deemed to include any statutory sick pay to which the Executive is entitled.

6.	The Executive's entitlement under clause 12.3 will cease if at any time during the period referred to in clause 12.3 the Executive becomes eligible to receive benefits under any permanent health insurance scheme referred

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13.	Termination

1.	The Company will at all times be entitled to terminate this Agreement pursuant to clause 2.2.

2.

The Company may, at its sole and absolute discretion, terminate the Executive 's employment immediately at any time by serving a notice under this clause stating that this Agreement is being terminated in accordance with this clause 13.2 and undertaking to make to the Executive, within 14 days, a payment in lieu of any required period of notice or unexpired part thereof equal to the aggregate amount of the Executive's basic salary and the value of the Executive's contractual benefits (other than bonus) for the required notice period or unexpired period thereof (subject to Deductions) together with payment for any accrued but unused holiday entitlement (up to the Termination Date) pursuant to clause 11.3. Where the Company terminates this Agreement in accordance with either clause 2.2 or this clause 13.2, the terms of, inter alia, clauses 14, 15 and 16 and Schedules 1 and 2 will remain in full force and effect

3.	Notwithstanding the provisions of clauses 13.1 and 13.2, the Company will be entitled, by notifying the Executive in writing, to terminate this Agreement and the Executive's employment immediately without any payment by way of compensation, damages or otherwise if the Executive:

(a)	commits any act of gross misconduct affecting the business of any Group Company warranting summary termination at common law;

(b)	commits any material breach of the obligation of trust and confidence to the Company;

(c)	commits any:

(i)	breach of any of the material terms or conditions of this Agreement; or

(ii)	persistent breach of any of the terms or conditions of this Agreement,

(d)	is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;

(e)	becomes of unsound mind or a patient under any statute relating to mental health;

(f)	ceases to be eligible to work in the United Kingdom;

(g)	is convicted of any criminal offence (other than an offence under any road traffic legislation for which a penalty of imprisonment cannot be imposed) which has a material impact on his duties under this Agreement;

(h)	is disqualified from holding office in the Company or any company under the Insolvency Act 1986 or the Company Directors Disqualification Act 1986 or is disqualified or disbarred from membership of, or is subject to any serious disciplinary sanction by, any regulatory body within the industry, which undermines the confidence of the Board in the Executive's continued employment with the Company;

(i)	is guilty of any fraud or dishonesty or acts in any way which in the reasonable opinion of the Board brings any Group Company into disrepute or discredit or is materially adverse to the interests of any Group Company;

(j)	except where this has been required or agreed by the Company (including, without limitation, resignation pursuant to clause 13.5), resigns as a director of any Group Company; or

(k)	is absent for 130 working days in any rolling period of 12 months owing to Incapacity pursuant to clause 12.3

4.	If clause 13.3 is exercised, for the purposes of this Agreement, the Termination Date will be the date on which the written notice terminating the Executive's employment is received by the Executive.

5.	The Executive will cease to be a director of any Group Company and agrees that he will be removed from the Board and the boards of any Group Company of which he is a director, without any claim for compensation:

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(a)	at the commencement of any Garden Leave pursuant to clause 3.3; or

(b)	on the Termination Date.

6.	The proper exercise by the Company of its right of termination under clause 13.3 will be without prejudice to any other rights or remedies which any Group Company may have or be entitled to exercise against the Executive.

7.	The Company will not be entitled to terminate this Agreement by reason of the Executive’s illness or incapacity pursuant to clauses 2.2, 12.3, 13.3(e) or 13.3(k) if the effect of that termination would be to prejudice the Executive’s entitlement to, or opportunity to receive, benefits under any permanenet health insurance scheme referred to in clause 9.

8.

If the employment of the Executive under this Agreement is terminated for the purposes of reconstruction or amalgamation only, whether by reason of the liquidation of the Company or otherwise, and he is offered employment with any concern or undertaking resulting from this reconstruction or amalgamation on terms and conditions no less favourable than the terms of this Agreement then the Executive will have no claim against the Company in respect of the termination of his employment under this Agreement.

9.

It will be a condition of participation in any investment scheme or plan or equity incentive scheme or plan operated by any Group Company in which the Executive participates or will be entitled to participate that, if the Executive's employment with the Company is terminated in circumstances which could give rise to a claim for wrongful and/or unfair dismissal (whether or not it is known at the time of dismissal that such a claim may ensue), the Executive will not by virtue of such dismissal become entitled to any damages or any additional damages in respect of any rights or expectations of whatsoever nature he may have as a holder of any rights under any such scheme or plan and such rights will be governed solely by the rules of the relevant scheme or plan.

10.

The Executive will not at any time during any period when he is required to cease the performance of his duties or after the Termination Date make any public statements in relation to any Group Company or any of their officers or employees without the prior written consent of the Board except as required by law, regulation or by any court or other body with apparent jurisdiction to order such person to make or provide such a statement, or in response to any statement concerning the Executive made by any Group Company or any of their officers or employees. The Executive will not after the Termination Date represent himself as being employed by or connected with any Group Company other than as a former employee and/or director.

11.

All credit, charge and expense cards and all books, papers, drawings, designs, documents, records and computer software kept or made by or in the possession or control of the Executive relating to the businesses of any Group Company and all other property of any Group Company are and remain the property of such Group Company and the Executive will deliver all such items in his possession custody or control at the Termination Date (or, if requested to do so by the Company, at the commencement of any Garden Leave pursuant to clause 3.3) immediately to the Company.

14.	Confidentiality

1.	The Executive acknowledges that during the Term he will in the performance of his duties become aware of trade secrets and other Confidential Information relating to any Group Company, their businesses and its or their clients or customers and their businesses, including, but without limitation:

(a)	details of customers and prospective customers of any Group Company, including terms of business with them, fees and commissions charged to or by them and any specific project requirements;

(b)	any information concerning a director, employee, agent, consultant or contractor of any Group Company, including terms of their employment contracts;

(c)	any information relating to Intellectual Property (as defined in Schedule 2) used by or belonging to any Group Company;

(d)	know-how, trade secrets, research activities, inventions, creative briefs, ideas, computer programs (whether in source code or object code), secret processes, designs and formulae undertaken, commissioned or produced by or on behalf of any Group Company;

(e)	any business development or marketing campaign involving any Group Company;

(f)	financial information, results and forecasts of any Group Company;

(g)	information relating to presentations, tenders, projects, joint ventures or acquisitions and developments contemplated, offered or undertaken by any Group Company;

(h)	confidential reports or research commissioned by or provided to any Group Company; and

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(i)	any information which the Executive is told is confidential and any information which has been given to any Group Company in confidence.

2.

Without prejudice to his general duties at common law in relation to such trade secrets and other Confidential Information, the Executive will not during the Term or at any time after the Termination Date disclose or communicate to any person or persons or make use (other than in the proper performance of his duties under this Agreement) and will use his best endeavours during the Term and thereafter to prevent any disclosure, communication or use by any other person, of any such trade secrets or Confidential Information.

3.	The provisions of clause 14.2 will cease to apply to information or knowledge which:

(a)	comes into the public domain otherwise than by reason of the default of the Executive;

(b)	was in a third party's lawful possession before disclosure by the Executive free of any restriction as to its use or disclosure (as can be demonstrated by the third party's written records or other reasonable evidence) and the third party did not obtain the same (whether directly or indirectly) from the Executive; or

(c)	is developed by or for a third party at any time by persons who have had no access to or awareness of the relevant information or knowledge.

4.	Clause 14.2 does not prevent the Executive from making a protected disclosure within the meaning of section 43A of the Act.

15.	Protection of Business Interests

16.	Intellectual Property Rights

17.	Data Protection

1.	The Executive consents to any Group Company processing data relating to the Executive for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) relating to the Executive, including, as appropriate:

(a)	information about the Executive's physical or mental health or condition in order to monitor sick leave and take decisions as to the Executive' s fitness for work;

(b)	the Executive 's racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation; and

(c)	information relating to any criminal proceedings in which the Executive has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

2.	The Company may make such information available to any other Group Company, those who provide products or services to any Group Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company or the business in which the Executive works.

3.	The Executive consents to the transfer of such information to any Group Company and any Group Company's business contacts outside the European Economic Area in order to further their business interests even where the country or territory in question does not maintain adequate data protection standards.

18.	Disciplinary and Grievance Procedure

1.

Any disciplinary matters affecting the Executive will be dealt with by a non-executive director of the Company or the Group specified by the Board or such director of the Group as the Board may specify from time to time. There are no specific disciplinary rules affecting the Executive. Should the Executive wish to appeal against any disciplinary decision he should submit his appeal in writing to the Board whose decision on the appeal will be final.

2.	If the Executive wishes to seek redress for any grievance relating to his employment he should first discuss the matter with a non-executive director of the Company or such director of the Group as the Board may specify from time to time. If the matter is not then settled he should submit his grievance to the Board in writing.

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19.	Collective Agreements

20.	Regulatory Requirements

1.	The Company's business is subject to the Financial Services and Markets Act 2000 (FSMA) and regulated by the Financial Conduct Authority (FCA) and other regulatory bodies.

2.

It is a condition of the Executive's employment that the Executive complies with the rules and principles of the FCA and other regulations, laws and codes of conduct applicable to the employment with the Company and which are reflected in the Company's own rule books and manuals. Should the nature of the Executive's work, either now or in the future, require him to be approved by the FCA to carry out a particular role, failure to achieve and maintain such approval will prevent him from continuing employment in that role. At such time, it may be necessary for the Company to terminate this Agreement in accordance with the terms of this Agreement

21.	Notices

22.	General

1.	The information in this Agreement constitutes a written statement of the terms of employment of the Executive by the Company in accordance with the provisions of the Act.

2.

This Agreement (including its Schedules) constitutes the entire and only legally binding agreement between the parties relating to the employment of the Executive by any Group Company and replaces any previous employment agreements or arrangements. Without prejudice to the generality of the foregoing, each party acknowledges to the other (to the intent that the other will execute this Agreement in reliance upon that acknowledgement) that it has not been induced to enter into this Agreement by nor relied upon any representation or warranty other than the representations and/or warranties expressly set out in this Agreement. This acknowledgement will not apply to any misrepresentations and/or breaches of warranties which constitute fraud. Without prejudice to the other provisions of this clause each party irrevocably and unconditionally waives any right it or he may have to claim damages or to rescind this Agreement by reason of any misrepresentation and/or warranty not set out in this Agreement or in any such document (unless the misrepresentation and/or breach of warranty constitutes fraud).

3.	The Contracts (Rights of Third Parties) Act 1999 will only apply to this Agreement in relation to any Group Company. No person other than the Executive or any Group Company will have any rights under this Agreement and this Agreement will not be enforceable by any person other than the Executive or any Group Company.

4.	No failure or delay by either party in exercising any remedy, right, power or privilege under or in relation to this Agreement will operate as a waiver of the same nor will any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or exercise of any other remedy, right, power or privilege.

5.	No waiver by the Company of any of the requirements of this Agreement or of any of its rights under this Agreement will have effect unless given in writing and signed by the Chairman or a non‑executive director. No waiver of any particular breach of the provisions of this Agreement will operate as a waiver of any repetition of that breach.

6.	If any provision of this Agreement will be, or become, void or unenforceable for any reason within any jurisdiction, this will affect neither the validity of that provision within any other jurisdiction nor any of the remaining provisions of this Agreement.

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7.	The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law and no single or partial exercise of any right or remedy under this Agreement or provided by law will hinder or prevent further exercise of such or other rights or remedies.

8.	No variation of this Agreement of any of the documents referred to in it will be valid unless it is in writing and signed by or on behalf of each of the parties.

9.	This Agreement may be executed in two counterparts, each of which, when executed and delivered, will be an original, and the counterparts together will constitute one and the same instrument.

10.	This Agreement and the rights and obligations of the parties to it will be governed by and construed in accordance with the laws of England and Wales.

11.	In the event of any claim, dispute or difference arising out of or in connection with this Agreement the parties to it irrevocably agree and submit to the exclusive jurisdiction of the Courts of England and Wales.

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Schedule 1

1.	In this Schedule the following words and expressions will have the following meanings:

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2.	The Executive will not without the prior written consent of the Board directly or indirectly at any time during the Restricted Period:

(a)	solicit away from any Group Company;

(b)	endeavour to solicit away from any Group Company;

(c)	employ or engage; or

(d)	endeavour to employ or engage;

3.	The Executive will not without the prior written consent of the Board directly or indirectly at any time within the Restricted Period:

(a)	solicit the custom of; or

(b)	deal with,

(c)	interfere; or

(d)	endeavour to interfere,

4.	The Executive will not without the prior written consent of the Board directly or indirectly at any time within the Restricted Period engage or be concerned or interested in any business within the Relevant Area which:

(a)	competes; or

(b)	will at any time during the Restricted Period compete

5.	The Executive acknowledges that the provisions of this Schedule are fair and reasonable and necessary to protect the goodwill and interests of any Group Company and will constitute separate and severable undertakings given for the benefit of each Group Company and may be enforced by the Company on behalf of any of them.

6.	If any of the restrictions or obligations contained in this Schedule is held not to be valid on the basis that it exceeds what is reasonable for the protection of the goodwill and interests of any Group Company but would be valid if part of the wording were deleted then the restriction or obligation will apply with the deletions necessary to make it enforceable.

7.	The Executive acknowledges and agrees that he will be obliged to draw the provisions of this Schedule to the attention of any third party who may at any time before or after the termination of the Executive's employment under this Agreement offer to engage or employ the Executive in any capacity whether directly or indirectly, and for whom or with whom the Executive intends to work.

Schedule 2

1.	DEFINITIONS

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2.	Inventions

(a)	All rights in Inventions made during the Term whether or not the same are made in the course of the duties of the Executive and which do not by statute belong to any Group Company will belong to the Company absolutely.

(b)	The Executive will not, without the prior written consent of the Company and whether during or after the Term, disclose an Invention to any third party or use the same for the benefit of himself or any third party but will maintain absolute confidentiality in relation to that Invention.

(c)	Immediately on making any Invention and in any event upon request by the Company, the Executive will disclose to the Company all information (in whatever form the same may exist) in his possession or control relating to the Invention.

(d)	At the request and expense of the Company, the Executive will execute all documents and do all acts and things which are, in the opinion of the Company, necessary or desirable:

(i)	to vest in the Company or any person the Company nominates the rights referred to in paragraph 2(a) of this Schedule;

(ii)	to provide confirmation that a particular right in an Invention has vested in the Company;

(iii)	to enable applications for patents or other registered rights to be made and prosecuted in any part of the world; and

(iv)	to vest absolutely any patent or other registered right obtained by or on behalf of the Executive in respect of Invention in the Company or any person the Company nominates.

(e)	The provisions of paragraph 2 of this Schedule will be without prejudice to the rights of the Executive under sections 39 and 40 of the Patents Act 1977.

3.	Copyright And DesigN Right

(a)	All rights arising during the Term in or relating to:

(i)	Copyright Works;

(ii)	Designs;

(iii)	Registered Designs;

(iv)	Know How; and

(v)	Trade Marks,

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(b)	At the request and expense of the Company, the Executive will execute all documents and do all acts and things which are, in the opinion of the Company, necessary or desirable:

(i)	to vest in the Company or any person the Company nominates the rights referred to in paragraph 3(a) of this Schedule;

(ii)	to provide confirmation that a particular right in a Copyright Work, Design, Registered Design, Know How or Trade Mark has vested in the Company;

(iii)	to enable applications for registered rights to be made and prosecuted in any part of the world; and

(iv)	to vest absolutely any registered rights obtained by the Executive in respect of any Copyright Works, Designs, Registered Designs, Know How or Trade Mark in the Company or any person the Company nominates.

(c)	The Executive waives all his present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all similar rights in other jurisdictions relating to any copyright, and agrees not to support, maintain nor permit any claim for infringement of moral rights in such copyright works.

4.	Joint Authorship and Joint Invention

(a)	Where any Invention is made by the Executive together with any other person or persons the Executive will use his best endeavours to procure that the other person or persons assign to the Company their interest in the Invention.

(b)	Where the Executive is joint author or joint designer with any other person or persons of any work, material and/or design in which any of the rights referred to in paragraph 3 of this Schedule subsist, he will use his best endeavours to procure that the joint authors assign their interest in the right or rights in question to the Company.

5.	Use of Intellectual Property

6.	Registration

(a)	register or take any steps to register any Invention, Copyright Work, Design, Registered Design, Know How or Trade Mark or anything similar thereto with the UK Intellectual Property Office or any equivalent or similar registration body anywhere in the world; or

(b)	register any domain name which relates directly or indirectly to the business of any Group Company or arises out of the work performed by the Executive for any Group Company with any domain name registration authority or body anywhere in the world.

7.	Papers and Records

8.	Enforcement

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9.	Power of Attorney

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1.	Definitions................................................................................................................ 1

2.	Appointment and Term............................................................................................      2

3.	Duties.......................................................................................................................      3

4.	Place of Work............................................................................................................     5

5.	Hours of Work...........................................................................................................     5

6.	Conflicts of Interest and Dealings in Securities........................................................     5

7.	Salary and Bonus......................................................................................................     6

8.	Expenses...................................................................................................................     6

9.	Benefits.....................................................................................................................     7

10.	Pension......................................................................................................................     7

11.	Holidays....................................................................................................................     8

12.	Illness or Accident....................................................................................................     8

13.	Termination...............................................................................................................     9

14.	Confidentiality..........................................................................................................    11

15.	Protection of Business Interests................................................................................    12

16.	Intellectual Property Rights......................................................................................    12

17.	Data Protection.........................................................................................................    12

18.	Disciplinary and Grievance Procedure.....................................................................    13

19.	Collective Agreements..............................................................................................    13

20.	Regulatory Requirements.........................................................................................    13

21.	Notices......................................................................................................................    13

22.	General......................................................................................................................    13

1.	Protection of Business Interests................................................................................    16

2.	Intellectual Property Rights......................................................................................    18

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(1)	WORLDPAY GROUP LIMITED, a company incorporated in England and Wales (registered number 08762327) whose registered office is at The Walbrook Building, 25 Walbrook, London EC4N 8AF (the Company); and

(2)	RON KALIFA of Coolaroo, Bickley Park Road, Bickley, Kent BR1 2AT (the Executive).

1.	Definitions

1.	Definitions

(a)	a subsidiary undertaking of the Company;

(b)	a Holding Company of the Company;

(c)	a subsidiary undertaking of any such Holding Company; or

(d)	an associated company, being any company in which the Company or any Group Companies has a shareholding of 50% or more or any company which has a shareholding of 50% or more in the Company or any Group Companies,

2.	Interpretation

(a)	Words and phrases which are not defined in this Agreement but which are defined in the Act, the Companies Act 1985 or the Companies Act 2006 (as the context so requires) or the Insolvency Act 1986 will be construed as having those meanings.

(b)	References to any statute or any statutory provision will be construed as references to the statute or statutory provision as in force at the date of this Agreement and as subsequently re-enacted or consolidated and will include references to any statute or any statutory provision of which it is a re‑enactment or consolidation.

(c)	Unless the context otherwise requires references in this Agreement to the feminine gender will, where appropriate, be deemed to include the masculine and vice versa.

(d)	The Schedules to this Agreement form part of (and are incorporated into) this Agreement.

2.	Appointment and Term

1.	The Company will employ the Executive and the Executive will serve the Company as Vice Chairman and Executive Director.

2.	The Executive's employment under this Agreement commenced on the Effective Date and will continue (subject to the provisions of this Agreement) until terminated by either party giving to the other not less than twelve (12) months prior notice in writing.

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3.	The Executive's employment will in any event terminate on the date on which the Executive reaches the age of 65 or any later age determined by the Board as the normal retirement age for all employees.

4.	The Executive represents and warrants to the Company that, by entering into this Agreement and/or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him.

5.	The Executive warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Term.

6.	The Executive’s previous employment with Royal Bank of Scotland plc counts as part of the Executive’s continuous period of employment which commenced on 17 July 1978.

3.	Duties

1.	During the Term the Executive will:

(a)	act as a director of the Company and carry out duties on behalf of any other Group Company including, if so required by the Board, acting as an officer or consultant of any Group Company;

(b)	comply with the articles of association (as amended from time to time) of any Group Company of which he is a director;

(c)	abide by his fiduciary duties to any Group Company of which he is a director;

(d)	not do anything that would cause him to be disqualified from acting as a director;

(e)	comply with the requirements under both legislation and regulation as to the disclosure of inside information;

(f)	unless prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Group during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he will not be entitled to any additional remuneration for work performed outside normal office hours;

(g)	diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board together with such person or persons as the Board may appoint to act jointly with him and do so in a competent manner;

(h)	comply with all reasonable and lawful directions given to him by the Board;

(i)	promptly make such reports to the Board in connection with the affairs of the Group on such matters and at such times as are reasonably required;

(j)	report any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Group to the Board on becoming aware of it;

(k)	at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations of his conduct as the Board may reasonably require;

(l)	commensurate with his position, use his reasonable endeavours to promote, protect, develop and extend the business of the Group;

(m)	not knowingly do or willingly permit to be done anything to the prejudice, loss or injury of the Group;

(n)	consent to the Company monitoring and recording any use that he makes of the Company's electronic communications systems for the purpose of ensuring that the Company's rules are being complied with and for legitimate business purposes; and

(o)	comply with any electronic communication systems policy that the Group may issue from time to time.

2.	The Executive will not at any time, without the prior consent of the Board:

(a)	incur on behalf of a Group Company any capital expenditure in excess of the sum authorised from time to time by the Board; or

(b)	enter into, on behalf of a Group Company, any commitment, contract or arrangement which is otherwise in the normal course of the Group’s business or is outside the scope of his normal duties or is of an unusual or onerous or long term nature; or

(c)	engage any person on terms that he will receive remuneration at an annual rate in excess of £40,000 or the termination of whose employment will require more than three months’ notice, other than in accordance with Company procedures and authorisation limits.

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3.	During any period of garden leave pursuant to clause 3.4, the Board will be entitled to appoint a further executive, director or employee having responsibilities similar to the Executive to carry out the duties of the Executive (provided that the Executive’s remuneration under this Agreement is not affected by that appointment).

4.

Notwithstanding the provisions of clause 3.1, the Company may at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given cease to provide work for the Executive, in which event during that period the other provisions of this Agreement including those relating to the Executive's remuneration will continue to have full force and effect but the Executive will not be entitled to access any premises of the Company or any Group Company (such period being Garden Leave). The Company may, in addition to the above:

(a)	(without limitation to Schedule 2) require the Executive not to contact or have any communication for business purposes with any clients, suppliers, agents, professional advisers, brokers, bankers, employees or contractors of any Group Company; and/or

(b)	require the Executive to resign from any or all offices, including directorships, of any Group Company; and/or

(c)	revoke or suspend any powers of attorney and authorised signatories the Executive may hold for any Group Company; and/or

(d)	appoint a further executive director or employee to perform the Executive's duties and to exercise all or any of his powers or to delegate all or any of the Executive's duties to any other director or employee who may exercise those powers; and/or

(e)	require the Executive to take any outstanding holiday time which is accrued up to the commencement of the notice period.

5.

Notwithstanding the provisions of clause 3.1, the Company may at any time suspend the Executive for a period of no more than two weeks during any period in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Executive. During any period of suspension the Executive will continue to receive his salary and contractual benefits but the Executive will not be entitled to access any premises of the Company or any Group Company and the Company may require the Executive not to contact for business purposes any clients, suppliers, agents, professional advisers, brokers, bankers or employees of any Group Company (such period being Suspension).

6.

Subject always to clause 6, during the Term the Executive will not without the prior written consent of the Board engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. The Executive will not hold office in any company which is not a Group Company without the prior written approval of the Board. For the avoidance of doubt, nothing in this clause will be construed to require the Board's prior written consent to the Executive's participation in any recreational or charitable activities which would not reasonably be expected to detract from the proper and timely performance of his duties under this Agreement.

4.	Place of Work

5.	Hours of Work

1.	The Executive's normal working hours will be 9.00am to 5.00pm on Mondays to Fridays and any additional hours necessary for the proper performance of his duties. The Executive acknowledges that he will not receive further remuneration in respect of any additional hours.

2.	The parties agree that the nature of the Executive's position is such that his working time cannot be measured and, accordingly, that the appointment falls within the scope of Regulation 20 of the Working Time Regulations.

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6.	Conflicts of Interest and Dealings in Securities

1.

During the Term the Executive will not, whether alone or jointly with or on behalf of any other person, firm or company and whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise (except as a representative or nominee of any Group Company or otherwise with the prior consent in writing of the Board) be engaged, concerned or interested in any other business which:

(a)	is wholly or partly in competition with any business carried on by the Company or any Group Company; or

(b)	as regards any goods or services is a supplier to or customer of the Company or any Group Company,

2.	The Executive agrees that he will not enter into any transaction which contravenes the insider dealing provisions contained in Part V of the Criminal Justice Act 1993.

3.	The Executive will at all times comply with any share dealing rules issued from time to time by the Company for Directors of the Group Companies, provided he has received prior written notification of the rules.

4.	The Executive agrees to disclose to the Board any matters relating to his spouse or civil partner (or anyone living as such), children or parents which may, in the reasonable opinion of the Board, be considered to conflict or compete with the proper performance of the Executive's obligations under this Agreement.

7.	Salary

1.

The Executive will receive an annual salary of £475,000 (subject to the appropriate Deductions) which will accrue from day to day and be payable by equal monthly instalments partly in arrears and partly in advance on the 18th day of each calendar month, or if this falls on a weekend on the next business day, or such salary as may be agreed by the Board on annual review in accordance with the Company's usual practice. The Company is under no obligation to award an increase following a salary review.

2.

The Company may in its absolute discretion pay the Executive a bonus dependent upon levels of achievement against annually set targets as agreed by the Board, with a potential target payment of 80% of base salary for achievement of the targets set for that year and a potential maximum of 160% of base salary. Such targets will be specific and measurable and will be notified to the Executive no later than mid-way through the first month of the bonus year, and will be partly measured against the performance of the Company and partly against the performance of the Executive.

3.

If the Executive's employment is terminated other than by lawful summary dismissal pursuant to clause 13.3, the Executive will be entitled to receive payment of any bonus payable in accordance with clause 7.2 as a pro-rata proportion up to the date of termination subject to achievement of the set targets as amended to reflect the pro rata period. If for whatever reason targets have not been set then the relevant bonus to be subject to pro-rating will be the previous performance bonus received by the Executive.

4.	Any bonus paid in accordance with clause 7.2 will not be pensionable.

5.	Where payable, bonus payments will be made by the Company to the Executive promptly following the filing of audited accounts for the year concerned.

6.	The Executive will not be entitled to any fees in respect of any directorship of the Company or any Group Company and to give effect to this clause the Executive will forthwith pay to the Company or procure that the Company is paid all such fees received.

7.

The Company may deduct from the salary or any other sums owed to the Executive, any Deductions and any money owed to any Group Company by the Executive, including, but without limitation to, any overpayments whether of salary, expenses or otherwise, loans or advances made to him by any Group Company or in respect of any excess holiday taken and the Executive agrees that such sums will be recoverable as a debt.

8.	Expenses

1.	The Executive will be entitled to be reimbursed for all reasonable out-of-pocket expenses (including hotel, travelling and entertainment expenses but excluding any car parking fines or road traffic offence fines) reasonably incurred by him in the proper performance of his duties, subject to the production of any receipts or other evidence the Company reasonably requires.

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2.	The Executive will abide by the Group's policies on expenses as communicated to him from time to time.

9.	Benefits

1.	During the Term, subject to the conditions and rules of the particular scheme from time to time in force, the Executive will be entitled to:

(a)	private medical cover for the Executive (and the Executive's Family) under the relevant scheme the Company operates for its employees; and

(b)	permanent health insurance for the Executive under the relevant scheme the Company operates for its employees.

2.	The Executive and his spouse will be eligible to participate in the Company's life assurance scheme which will pay to the Executive’s or the spouse’s dependents a sum equal to six times the Executive’s gross annual salary if the Executive or the spouse dies during the Term. Participation is subject to:

(a)	the terms of the Company's life assurance scheme, as amended from time to time;

(b)	the rules or the insurance policy of the relevant insurance provider, as amended from time to time; and

(c)	the Executive satisfying the normal underwriting requirements of the relevant insurance provider of the Company's life assurance scheme and the premium being at a rate which the Company considers reasonable.

3.	The Executive will be entitled to participate in any benefit plans generally made available to employees of the Company or senior employees of the Company, on the proviso that any costs of such participation is deducted from the executive’s salary where appropriate.

10.	Pension

1.	The Executive may participate in the Company's defined contribution pension scheme subject to the rules of the relevant scheme as apply to the Executive and any relevant tax reliefs and exemptions available from HMRC, in both cases as amended from time to time. Full details of the scheme are available from Human Resources.

2.

The Company will make an allowance available of 20% of the Executive's annual salary (not including any bonus) and the Executive may elect that such part of that allowance as he notifies the Company will be contributed to the Company's defined contribution pension scheme on a monthly basis and the remainder (if any) will be paid to the Executive as salary each month, provided that once an election is made it cannot be changed for 12 months.

3.	The Executive will make contributions to the scheme at a level agreed from time to time by the Company and the Executive.

4.	The Company will notify the Executive from time to time as to whether a contracting-out certificate is in force in respect of the Company's defined contribution pension scheme.

11.	Holidays

1.

The Executive will be entitled (in addition to the usual public holidays in England and Wales) to 30 days' holiday on full pay in each holiday year (being from 1 January to 31 December) to be taken at such reasonable time or times, subject to the Board's reasonable discretion. A maximum of five days' holiday may be carried over from one year to the next, provided that any days carried over are taken before March of the following year.

2.	The Company may require the Executive to work on any public or bank holiday but in such event the Executive will be entitled to time off in lieu.

3.

On termination of the Executive's employment the Executive will either be entitled to salary in lieu of any outstanding pro rata holiday entitlement or be required to repay to the Company any salary received in respect of holiday taken in excess of his pro rata holiday entitlement, such salary to be calculated on the basis of 1/260th of the fixed annual salary payable to the Executive pursuant to clause 7.1 for each day of outstanding or excess holiday entitlement, as appropriate.

4.	During any notice period pursuant to clause 2.2 the Board may require the Executive to take any outstanding holiday entitlement. Following expiration of any notice period, if, on termination of this Agreement, the Executive has:

(a)	any outstanding holiday entitlement the Company will make a payment to the Executive in lieu of that holiday entitlement subject to any deductions the Company will be entitled to make in respect of any sums owed by the Executive to the Company; or

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(b)	taken holiday in excess of his accrued entitlement, the Company is authorised to deduct from any sum owed by the Company to the Executive a sum representing the excess holiday taken,

12.	Illness or Accident

1.	The Executive will from time to time at the request and expense of the Company submit to medical examinations and tests by a medical practitioner nominated by the Company, the results of which will be disclosed to the Company.

2.	If the Executive is absent from his duties as a result of Incapacity for a period of seven days or more he will, at the request of the Company, produce medical certificates to the Company in respect of the entire period of his absence.

3.

lf the Executive is absent owing to Incapacity so that he is unable properly to perform his duties he will continue to be entitled to his full salary and benefits including any bonus payable during any period of Incapacity during the first six months of such absence in any 12-month period and thereafter any such salary and benefits will be paid at the discretion of the Company. After a consecutive period of absence of one month, the Company will be entitled at any time to appoint a further executive director or employee to perform the Executive's duties and to exercise his powers save that such appointment will be revoked immediately on the Executive’s return to work.

4.	lf the Executive's Incapacity occasioned by the actionable negligence of a third party in respect of which damages are recoverable, the Executive will

(a)	immediately notify the Company of all the relevant circumstances and of any claim, compromise, settlement or judgment made or awarded in connection with those circumstances;

(b)	if the Company requires, pursue a claim at the sole cost of the Company, including but not limited to any award for costs made against the Executive, against the third party and refund the Company the lesser of:

(i)	the amount of damages recovered by him in respect of loss of earnings under such compromise, settlement or judgement (after deducting any related costs borne by him); and

5.	The Company will pay the Executive all sums payable by way of statutory sick pay in accordance with the legislation in force at the time of absence and any remuneration paid will be deemed to be inclusive of any statutory sick pay.

6.

The Executive's entitlement under clause 12.3 will cease if at any time during the six month period the Executive receives benefits under any permanent health insurance scheme referred to in clause 9 or any other such equivalent Company scheme providing the same level of benefits in respect of which any Group Company pays or has paid premiums on behalf of the Executive, in which case the Company will have no further obligation to the Executive under this clause.

13.	Termination

1.	The Company will at all times be entitled to terminate this Agreement pursuant to clause 2.2.

2.

The Company may, at its sole and absolute discretion, terminate the Executive 's employment immediately at any time by serving a notice under this clause stating that this Agreement is being terminated in accordance with this clause 13.2 and undertaking to pay to the Executive, within 14 days, salary and benefits in lieu of any required period of notice or unexpired part thereof (subject to Deductions) together with any accrued holiday entitlement pursuant to clause 11.3. Where the Company terminates this Agreement in accordance with this clause 13, the terms of, inter alia, clause 14 and Schedules 2 and 3 will remain in full force and effect

3.	Notwithstanding the provisions of clauses 13.1 and 13.2, the Company will be entitled, by notifying the Executive in writing, to terminate this Agreement and the Executive's employment immediately without any payment by way of compensation, damages or otherwise if the Executive:

(a)	commits any act of gross misconduct affecting the business of any Group Company warranting summary termination at common law;

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(b)	commits any material breach of the obligation of trust and confidence to his employer;

(c)	commits any:

(i)	material breach of any of the material terms or conditions of this Agreement; or

(ii)	persistent breach of any of the terms or conditions of this Agreement,

(d)	is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;

(e)	becomes of unsound mind or a patient under any statute relating to mental health;

(f)	ceases to be eligible to work in the United Kingdom;

(g)	is charged with or convicted of any criminal offence (other than an offence under any road traffic legislation for which a penalty of imprisonment cannot be imposed) which has a material impact on his duties under this Agreement;

(h)	is disqualified from holding office in the Company or any company under the Insolvency Act 1986 or the Company Directors Disqualification Act 1986 or is disqualified or disbarred from membership of, or is subject to any serious disciplinary sanction by, any regulatory body within the industry, which undermines the confidence of the Board in the Executive's continued employment with the Company;

(i)	is guilty of any fraud or dishonesty or acts in any way which in the reasonable opinion of the Board brings any Group Company into disrepute or discredit; or

(j)	except where this has been required by the Company, such as in accordance with clause 13.5, resigns as a director of any Group Company.

4.	If clause 13.3 is exercised, for the purposes of this Agreement, the Termination Date will be the date on which the written notice terminating the Executive's employment is received by the Executive.

5.	The Executive will cease to be a director of any Group Company and agrees that he will be removed from the Board and the boards of any Group Company of which he is a director, without any claim for compensation:

(a)	If, at any time during the Term, the Executive is prevented from performing his duties for a period of one month or more through Incapacity, provided that the Executive will be immediately reappointed into the directorships if he returns to work; and in any event

(b)	at the commencement of any Garden Leave pursuant to clause 4; or

(c)	on the Termination Date.

6.	The proper exercise by the Company of its right of termination under clause 13.3 will be without prejudice to any other rights or remedies which any Group Company may have or be entitled to exercise against the Executive.

7.

If the employment of the Executive under this Agreement is terminated for the purposes of reconstruction or amalgamation only, whether by reason of the liquidation of the Company or otherwise, and he is offered employment with any concern or undertaking resulting from this reconstruction or amalgamation on terms and conditions no less favourable than the terms of this Agreement then the Executive will have no claim against the Company in respect of the termination of his employment under this Agreement.

8.

The Executive will not at any time during any period when he is required to cease the performance of his duties or after the Termination Date make any public statements in relation to any Group Company or any of their officers or employees without the prior written consent of the Board except as required by law, regulation or by any court or other body with apparent jurisdiction to order such person to make or provide such a statement, or in response to any statement concerning the Executive made by any Group Company or any of their officers or employees. The Executive will not after the Termination Date represent himself as being employed by or connected with any Group Company.

9.	All credit, charge and expense cards and all books, papers, drawings, designs, documents, records and computer software kept or made by or in the possession or control of the Executive relating to the businesses of any Group Company and all other property of any Group Company are and remain the property of such Group

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14.	Confidentiality

1.	The Executive acknowledges that during the Term he will in the performance of his duties become aware of trade secrets and other Confidential Information relating to any Group Company, their businesses and its or their clients or customers and their businesses, including, but without limitation:

(a)	details of customers and prospective customers of any Group Company, including terms of business with them, fees and commissions charged to or by them and any specific project requirements;

(b)	any information concerning a director, employee, agent, consultant or contractor of any Group Company, including terms of their employment contracts;

(c)	any information relating to Intellectual Property (as defined in Schedule 3) used by or belonging to any Group Company;

(d)	know-how, trade secrets, research activities, inventions, creative briefs, ideas, computer programs (whether in source code or object code), secret processes, designs and formulae undertaken, commissioned or produced by or on behalf of any Group Company;

(e)	any business development or marketing campaign involving any Group Company;

(f)	financial information, results and forecasts of any Group Company;

(g)	information relating to presentations, tenders, projects, joint ventures or acquisitions and developments contemplated, offered or undertaken by any Group Company;

(h)	confidential reports or research commissioned by or provided to any Group Company; and

(i)	any information which the Executive is told is confidential and any information which has been given to any Group Company in confidence,

2.

Without prejudice to his general duties at common law in relation to such trade secrets and other Confidential Information, the Executive will not during the Term or at any time after the Termination Date disclose or communicate to any person or persons or make use (other than in the proper performance of his duties under this Agreement) and will use his reasonable endeavours during the Term and thereafter to prevent any disclosure, communication or use by any other person, of any such trade secrets or Confidential Information.

3.	The provisions of this clause 14 will cease to apply to information or knowledge which:

(a)	comes into the public domain otherwise than by reason of the default of the Executive;

(b)	was in a third party's lawful possession before disclosure by the Executive free of any restriction as to its use or disclosure (as can be demonstrated by the third party's written records or other reasonable evidence) and the third party did not obtain the same (whether directly or indirectly) from the Executive; or

(c)	is developed by or for a third party at any time by persons who have had no access to or awareness of the relevant information or knowledge.

4.	Clause 14.2 does not prevent the Executive from making a protected disclosure within the meaning of section 43A of the Act.

15.	Protection of Business Interests

16.	Intellectual Property Rights

17.	Data Protection

1.	The Executive consents to any Group Company processing data relating to the Executive for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) relating to the Executive, including, as appropriate:

(a)	information about the Executive's physical or mental health or condition in order to monitor sick leave and take decisions as to the Executive' s fitness for work;

(b)	the Executive 's racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation; and

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(c)	information relating to any criminal proceedings in which the Executive has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

2.	The Company may make such information available to any other Group Company, those who provide products or services to any Group Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company or the business in which the Executive works.

3.	The Executive consents to the transfer of such information to any Group Company and any Group Company's business contacts outside the European Economic Area in order to further their business interests even where the country or territory in question does not maintain adequate data protection standards.

18.	Disciplinary and Grievance Procedure

1.	Any disciplinary matters affecting the Executive will be dealt with by a non-executive director of the Company. There are no specific disciplinary rules affecting the Executive. Should the Executive wish to appeal against any disciplinary decision he should submit his appeal in writing to the Board whose decision on the appeal will be final.

2.	If the Executive wishes to seek redress for any grievance relating to his employment he should first discuss the matter with a non-executive director of the Company. If the matter is not then settled he should submit his grievance to the Board in writing.

19.	union

20.	Regulatory Requirements

1.	The Company's business is subject to the Financial Services and Markets Act 2000 (FSMA) and regulated by the Financial Conduct Authority (FCA) and other regulatory bodies.

2.

It is a condition of the Executive's employment that the Executive complies with the rules and principles of the FCA and other regulations, laws and codes of conduct applicable to the employment with the Company and which are reflected in the Company's own rule books and manuals. Should the nature of the Executive's work, either now or in the future, require him to be approved by the FCA to carry out a particular role, failure to achieve and maintain such approval will prevent him from continuing employment in that role. At such time, it may be necessary for the Company to terminate this Agreement in accordance with clause 2.2.

21.	Notices

22.	General

1.	The information in this Agreement constitutes a written statement of the terms of employment of the Executive by the Company in accordance with the provisions of the Act.

2.	This Agreement (including its Schedules) constitutes the entire and only legally binding agreement between the parties relating to the employment of the Executive by any Group Company and replaces any previous employment agreements or arrangements.

3.	No failure or delay by either party in exercising any remedy, right, power or privilege under or in relation to this Agreement will operate as a waiver of the same nor will any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or exercise of any other remedy, right, power or privilege.

4.	No waiver by the Company of any of the requirements of this Agreement or of any of its rights under this Agreement will have effect unless given in writing and signed by the Chairman or a non‑executive director.

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5.	If any provision of this Agreement will be, or become, void or unenforceable for any reason within any jurisdiction, this will affect neither the validity of that provision within any other jurisdiction nor any of the remaining provisions of this Agreement.

6.	The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law and no single or partial exercise of any right or remedy under this Agreement or provided by law will hinder or prevent further exercise of such or other rights or remedies.

7.	No variation of this Agreement of any of the documents referred to in it will be valid unless it is in writing and signed by or on behalf of each of the parties.

8.	This Agreement may be executed in two counterparts, each of which, when executed and delivered, will be an original, and the counterparts together will constitute one and the same instrument.

9.	This Agreement and the rights and obligations of the parties to it will be governed by and construed in accordance with the laws of England and Wales.

10.	In the event of any claim, dispute or difference arising out of or in connection with this Agreement the parties to it irrevocably agree and submit to the exclusive jurisdiction of the Courts of England and Wales.

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Schedule 1

(3)	to sign or execute any and all agreements, instruments, deeds or other papers and to do all such things in my name as may be necessary or desirable to implement my obligations in connection with clause 16 and Schedule 3 of the Agreement;

(4)	to appoint any substitute and to delegate to that substitute all or any powers conferred by this Power of Attorney; and

(5)	execute and do any such instrument or thing and generally to use my name for the purpose of giving the Company or its nominee the full benefit of clause 13.5(a) and 13.5(c), including without limitation a letter of resignation of my position as a director of any Group Company and any statutory filing documentation in connection with that resignation.

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1.	In this Schedule the following words and expressions will have the following meanings:

2.	The Executive will not without the prior written consent of the Board directly or indirectly at any time during the Restricted Period:

(a)	solicit away from any Group Company;

(b)	endeavour to solicit away from any Group Company;

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3.	The Executive will not without the prior written consent of the Board directly or indirectly at any time within the Restricted Period:

(a)	solicit the custom of; or

(b)	deal with,

(c)	interfere; or

(d)	endeavour to interfere,

4.	Paragraph 3 of this Schedule will not apply top any Relevant customer who is related to the executive or with whom the executive dealt before being employed by the Company and who the executive introduced to the Company.

5.	The Executive will not without the prior written consent of the Board directly or indirectly at any time within the Restricted Period engage or be concerned or interested in any business within the Relevant Area which:

(a)	competes; or

(b)	will at any time during the Restricted Period compete

6.	The Executive acknowledges (having taken appropriate legal advice) that the provisions of this Schedule are fair and reasonable and necessary to protect the goodwill and interests of any Group Company and will constitute separate and severable undertakings given for the benefit of each Group Company and may be enforced by the Company on behalf of any of them.

7.	If any of the restrictions or obligations contained in this Schedule is held not to be valid on the basis that it exceeds what is reasonable for the protection of the goodwill and interests of any Group Company but would be valid if part of the wording were deleted then the restriction or obligation will apply with the deletions necessary to make it enforceable.

8.	The Executive acknowledges and agrees that he will be obliged to draw the provisions of this Schedule to the attention of any third party who may at any time before or after the termination of the Executive's employment under this Agreement offer to engage or employ the Executive in any capacity whether directly or indirectly, and for whom or with whom the Executive intends to work.

9.

Paragraph 5 of this Schedule will not apply where the Executive is dismissed by reason of redundancy (as defined by TULCRA 1992 section 195(1) as amended) subject to (i) the Company’s right to require that paragraph 5 of this Schedule above continues to apply to the Executive and (ii) Ship Luxco Holding S.a.r.l.’s (Topco) right to require that clause 8.2(a) of the Investment Agreement relating to Topco (the Investment Agreement) continues to apply to the Executive,

(a)	the Company notifies the executive in writing as soon as feasible and in any event no later than the Termination Date of its intention of the intention of Topco to rely on paragraph 9 of this Schedule to retain the restrictive covenant mentioned therein; and

(b)	the Company or Topco continues to pay the executive his salary during the longer of the Restricted Period or the Non-Compete Period (as defined in the Investment Agreement).

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1.	DEFINITIONS

2.	Inventions

(a)	All rights in Inventions made during the Term whether or not the same are made in the course of the duties of the Executive and which do not by statute belong to any Group Company will belong to the Company absolutely.

(b)	The Executive will not, without the prior written consent of the Company and whether during or after the Term, disclose an Invention to any third party or use the same for the benefit of himself or any third party but will maintain absolute confidentiality in relation to that Invention.

(c)	Immediately on making any Invention and in any event upon request by the Company, the Executive will disclose to the Company all information (in whatever form the same may exist) in his possession or control relating to the Invention.

(d)	At the request and expense of the Company, the Executive will execute all documents and do all acts and things which are, in the opinion of the Company, necessary or desirable:

(i)	to vest in the Company or any person the Company nominates the rights referred to in paragraph 2(a) of this Schedule;

(ii)	to provide confirmation that a particular right in an Invention has vested in the Company;

(iii)	to enable applications for patents or other registered rights to be made and prosecuted in any part of the world; and

(iv)	to vest absolutely any patent or other registered right obtained by or on behalf of the Executive in respect of Invention in the Company or any person the Company nominates.

(e)	The provisions of paragraph 2 of this Schedule will be without prejudice to the rights of the Executive under sections 39 and 40 of the Patents Act 1977.

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3.	Copyright And DesigN Right

(a)	All rights arising during the Term in or relating to:

(i)	Copyright Works;

(ii)	Designs;

(iii)	Registered Designs;

(iv)	Know How; and

(v)	Trade Marks,

(b)	At the request and expense of the Company, the Executive will execute all documents and do all acts and things which are, in the opinion of the Company, necessary or desirable:

(i)	to vest in the Company or any person the Company nominates the rights referred to in paragraph 3(a) of this Schedule;

(ii)	to provide confirmation that a particular right in a Copyright Work, Design, Registered Design, Know How or Trade Mark has vested in the Company;

(iii)	to enable applications for registered rights to be made and prosecuted in any part of the world; and

(iv)	to vest absolutely any registered rights obtained by the Executive in respect of any Copyright Works, Designs, Registered Designs, Know How or Trade Mark in the Company or any person the Company nominates.

(c)	The Executive waives all his present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all similar rights in other jurisdictions relating to any copyright, and agrees not to support, maintain nor permit any claim for infringement of moral rights in such copyright works.

4.	Joint Authorship and Joint Invention

(a)	Where any Invention is made by the Executive together with any other person or persons the Executive will use his best endeavours to procure that the other person or persons assign to the Company their interest in the Invention.

(b)	Where the Executive is joint author or joint designer with any other person or persons of any work, material and/or design in which any of the rights referred to in paragraph 3 of this Schedule subsist, he will use his best endeavours to procure that the joint authors assign their interest in the right or rights in question to the Company.

5.	Use of Intellectual Property

6.	Registration

(a)	register or take any steps to register any Invention, Copyright Work, Design, Registered Design, Know How or Trade Mark with the UK Patents Office or any equivalent or similar registration body anywhere in the world; or

(b)	register any domain name which relates directly or indirectly to the business of any Group Company or arises out of the work performed by the Executive for any Group Company with any domain name registration authority or body anywhere in the world.

7.	Papers and Records

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8.	Enforcement

9.	Power of Attorney

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1.	The definition in Section 2 (“Affiliate”) shall be amended in relation to Awards granted to Employees pursuant to this Sub-Plan so that it reads as follows:

2.	The grant of Awards to Employees in the UK will be implemented in accordance with the rules of the Plan (as amended by this Sub-Plan) and the terms and conditions of the applicable Award Agreement.

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1.

The parties expressly agree that the foregoing list of activities is illustrative and non-exhaustive, and shall not limit the Company’s right to protection from other activities that are competitive with the Business of the Company. In recognition of the scope of the Company’s Business, in that it provides products and services to customers throughout the United States of America and elsewhere and that the Participant will be involved in, concerned with or responsible for the Company's Business in the Restricted Area, Participant agrees that the foregoing restriction(s) shall be applicable throughout the Restricted Area. Participant agrees that such geographic restriction is reasonable.

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1.	How was your Rollover 2016 PSP Award determined?

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3.	What happens to your Rollover 2016 PSP Award if you leave Worldpay?

a)

your misconduct (including but not limited to): (i) dishonesty, fraud, misrepresentation, the commission of a criminal offence or breach of trust; (ii) any material breach of your terms and conditions of employment; (iii) any material violation of your employer's policy, rules or regulation; (iv) material failure to perform your duties to the satisfaction of your employer, as determined by Vantiv acting reasonably; or (v) any other circumstance that Vantiv reasonably considers to amount to gross misconduct or entitle your employer to dismiss you without notice or compensation in lieu of notice; or

b)

your resignation (unless you resign in response to: (a) a repudiatory breach of contract by your employer; (b) a change that Vantiv, acting reasonably, considers to amount to a material diminution in your overall responsibilities or status (provided that such material diminution shall not include: (i) a change of your title on its own; (ii) a change in your reporting lines on its own; or (iii) the unreasonable refusal of a suitable alternative assignment with commensurate responsibilities, in each case taking into account the increased size and scope of the combined organisation); (c) a material diminution in your overall remuneration potential; or (d) a relocation of your principal place of work of more than 50 miles),

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4.	Are there any other conditions that apply in relation to your Rollover 2016 PSP Award?

(i)	the original vesting period; and

(ii)	the right to receive a payment (in cash or shares) in lieu of any dividends paid or payable on Vantiv Shares between Completion and the Vesting Date2

1.	How was your Rollover 2017 PSP Award determined?

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2.	When will your Rollover 2017 PSP Award vest?

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3.	What happens to your Rollover 2017 PSP Award if you leave Worldpay?

a)

your misconduct (including but not limited to): (i) dishonesty, fraud, misrepresentation, the commission of a criminal offence or breach of trust; (ii) any material breach of your terms and conditions of employment; (iii) any material violation of your employer's policy, rules or regulation; (iv) material failure to perform your duties to the satisfaction of your employer, as determined by Vantiv acting reasonably; or (v) any other circumstance that Vantiv reasonably considers to amount to gross misconduct or entitle your employer to dismiss you without notice or compensation in lieu of notice; or

b)

your resignation (unless you resign in response to: (a) a repudiatory breach of contract by your employer; (b) a change that Vantiv, acting reasonably, considers to amount to a material diminution in your overall responsibilities or status (provided that such material diminution shall not include: (i) a change of your title on its own; (ii) a change in your reporting lines on its own; or (iii) the unreasonable refusal of a suitable alternative assignment with commensurate responsibilities, in each case taking into account the increased size and scope of the combined organisation); (c) a material diminution in your overall remuneration potential; or (d) a relocation of your principal place of work of more than 50 miles),

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4.	Are there any other conditions that apply in relation to your Rollover 2017 PSP Award?

(i)	the original vesting period (save that Vantiv reserves the right to permit vesting of the Future Performance Rollover 2017 PSP Award on the earlier of 15 March 2020 and the otherwise applicable vesting date);

(ii)	any original holding period (if applicable); and

(iii)	the right to receive a payment (in cash or shares) in lieu of any dividends paid or payable on Vantiv Shares between Completion and applicable vesting date 2

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1.	Unless otherwise defined in this Notice (including in this Appendix 1 and the Schedule of this Appendix 1), words and expressions used in this Appendix 1 and the Schedule of this Appendix 1 shall have the same meaning as in the Worldpay, Inc. (formerly Vantiv, Inc.) 2012 Equity Incentive Plan (as amended from time to time) (the "Plan").

2.

Except as provided in this Appendix 1 or under rules 5.9 and/or 5.10 of the PSP rules, if the Participant's Continuous Service Status terminates for any reason at any time before the Future Performance Rollover 2017 Award has vested, the Future Performance Rollover 2017 Award shall be automatically forfeited and cancelled upon such termination of Continuous Service Status and neither the Company nor any Affiliate shall have any further obligations to the Participant in respect of the Future Performance Rollover 2017 Award.

3.

Death or Disability. Notwithstanding paragraph 2 above, if the Participant's Continuous Service Status terminates during the Performance Period as a result of the Participant's death or Disability, the Future Performance Rollover 2017 Award will become fully vested on the date of such termination in a pro rata portion of the Target Award and Participant or Participant's estate, as the case may be, will receive a corresponding number of Vantiv Shares as soon as administratively possible thereafter. Such pro rata portion shall be determined by reference to the period that has elapsed between Completion and the date of termination as compared to the period of time between Completion and the normal vesting date of the Future Performance Rollover 2017 Award. Notwithstanding the foregoing, the Vantiv Compensation Committee reserves the right to cash-settle some or all the Future Performance Rollover 2017 Award based on the fair market value, as of the vesting date, of the applicable Vantiv Shares.

4.

Involuntary termination without Cause. Notwithstanding paragraph 2 above, if the Participant's Continuous Service Status terminates during the final year of the Performance Period as a result of the Participant's termination by the Company without Cause (as defined below), the Future Performance Rollover 2017 Award will vest on the normal vesting date of the Future Performance Rollover 2017 Award subject to:

•	(x) achievement of the Performance Goals as if the Participant's Continuous Service Status had not terminated;

•	(y) a pro rata reduction determined by reference to the period that has elapsed between Completion and the date of termination as compared to the period of time between Completion and the normal vesting date of the Future Performance Rollover 2017 Award; and

•	(z) compliance with the restrictive covenants set forth in the Schedule hereof.

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5.	Retirement. Notwithstanding paragraph 2 above, if the Participant's Continuous Service Status terminates during the Performance Period due to Participant's Retirement (as defined below), the Future Performance Rollover 2017 Award will vest on the normal vesting date of the Future Performance Rollover 2017 Award subject to:

•	(x) achievement of the Performance Goals as if the Participant's Continuous Service Status had not terminated;

•	(y) a pro rata reduction determined by reference to the period that has elapsed between Completion and the date of Retirement as compared to the period of time between Completion and the normal vesting date of the Future Performance Rollover 2017 Award; and

•	(z) compliance with the restrictive covenants set forth in the Schedule hereof.

6.

Definition of "Retirement." For purposes of this Appendix 1, "Retirement" means retirement from active employment with the Company or an Affiliate as determined by the Committee or its delegate at or after (i) age 65 or (ii) age 55 having completed 5 years of Continuous Service Status as an Employee. Paragraph 6 does not apply if Participant is terminated for Cause (as defined below) or gross misconduct. If Participant retires and does not meet the definition of Retirement, he or she will be considered to have resigned. Any disputes as to what constitutes "Retirement" shall be conclusively determined by the Committee or its delegate.

7.

Definition of "Cause." For purposes of this Appendix 1, except as otherwise provided in the Participant's Contract of Employment or a written severance agreement between the Participant and the Company or a severance plan of the Company covering the Participant (including a change in control severance agreement or plan), "Cause" shall mean any one or more of the following, (i) gross negligence or willful misconduct of a material nature in connection with the performance of the Participant's duties, (ii) an indictment or conviction for (or pleading guilty or nolo contendere to) a felony (or similar in any jurisdiction), (iii) a non-de minimus intentional act of fraud, dishonesty or misappropriation (or attempted misappropriation) of the Company's or any of its Affiliates' funds or property; (iv) the Company or any of its Affiliates having been ordered or directed by any federal or state regulatory agency with jurisdiction to terminate or suspend the Participant's employment and such order or directive has not been vacated or reversed upon appeal; (v) a violation of the Schedule hereof or any similar covenant or agreement between the Participant and the Company or an Affiliate; (vi) the Participant's breach of any of material obligations in his or her employment agreement or offer letter; (vii) the Participant's breach of his fiduciary duties as an officer or director of the Company or any of its Affiliates; (viii) the Participant's continued failure or refusal after written notice from the chief executive officer or his delegate (or the Board, in the case of the chief executive officer) to implement or follow the direction of the chief executive officer or his delegate (or the Board, as applicable), or (ix) any other circumstance where the Company or its Affiliate may terminate the Participant's employment without notice in accordance with the Participant's Contract of Employment. Any disputes as to what constitutes "Cause" shall be conclusively determined by the Committee or its delegate.

8.	Definition of “Participant”. For purposes of this Appendix 1, “Participant”shall mean the holder of a Future Performance Rollover 2017 PSP Award.

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9.

Release and Waiver of Claims. The early vesting provisions set out in this Appendix 1 are conditioned on and subject to Participant delivering a release and waiver of claims in form and substance satisfactory to the Company which will, as a minimum, meet the requirements of a settlement agreement for the purposes of the Employment Rights Act 1996 and other applicable employment laws in the United Kingdom.

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2.	When will your Rollover TAP Award vest?

3.	What happens to your Rollover TAP Award if you leave Worldpay?

a)

your misconduct (including but not limited to): (i) dishonesty, fraud, misrepresentation, the commission of a criminal offence or breach of trust; (ii) any material breach of your terms and conditions of employment; (iii) any material violation of your employer's policy, rules or regulation; (iv) material failure to perform your duties to the satisfaction of your employer, as determined by Vantiv acting reasonably; or (v) any other circumstance that Vantiv reasonably considers to amount to gross misconduct or entitle your employer to dismiss you without notice or compensation in lieu of notice; or

b)

your resignation (unless you resign in response to: (a) a repudiatory breach of contract by your employer; (b) a change that Vantiv, acting reasonably, considers to amount to a material diminution in your overall responsibilities or status (provided that such material diminution shall not include: (i) a change of your title on its own; (ii) a change in your reporting lines on its own; or (iii) the unreasonable refusal of a suitable alternative assignment with commensurate responsibilities, in each case taking into account the increased size and scope of the combined organisation); (c) a material diminution in your overall remuneration potential; or (d) a relocation of your principal place of work of more than 50 miles),

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(i)	the original vesting period;

(ii)	the right to receive a payment (in cash or shares) in lieu of any dividends paid or payable on Vantiv Shares between Completion and the Vesting Date2; and

(iii)	the minimum shareholding requirement, although this will now apply in relation to Vantiv Shares (see Q5 below).

5.	What is the minimum shareholding requirement?

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3.	What happens to your Rollover DBSP Award if you leave Worldpay?

4.	Are there any other conditions that apply in relation to your Rollover DBSP Award?

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(i)	the original vesting period; and

(ii)	the right to receive a payment (in cash or shares) in lieu of any dividends paid or payable on Vantiv Shares between Completion and the Vesting Date2

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3.	What happens to your Rollover CSP Award if you leave Worldpay?

a)

your misconduct (including but not limited to): (i) dishonesty, fraud, misrepresentation, the commission of a criminal offence or breach of trust; (ii) any material breach of your terms and conditions of employment; (iii) any material violation of your employer's policy, rules or regulation; (iv) material failure to perform your duties to the satisfaction of your employer, as determined by Vantiv acting reasonably; or (v) any other circumstance that Vantiv reasonably considers to amount to gross misconduct or entitle your employer to dismiss you without notice or compensation in lieu of notice; or

b)

your resignation (unless you resign in response to: (a) a repudiatory breach of contract by your employer; (b) a change that Vantiv, acting reasonably, considers to amount to a material diminution in your overall responsibilities or status (provided that such material diminution shall not include: (i) a change of your title on its own; (ii) a change in your reporting lines on its own; or (iii) the unreasonable refusal of a suitable alternative assignment with commensurate responsibilities, in each case taking into account the increased size and scope of the combined organisation); (c) a material diminution in your overall remuneration potential; or (d) a relocation of your principal place of work of more than 50 miles),

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a)	you will be allowed to keep 2/3 of your Rollover CSP Award in full (i.e. it will not be pro-rated for time) and it will continue to vest in accordance with the rules of the CSP on the Vesting Date (or possibly earlier if you are a US taxpayer);

b)

the remaining 1/3 of your Rollover CSP Award will be subject to pro-rating for time by reference to the period that has elapsed between Completion and your leaving date, as compared to the period of time between Completion and the Vesting Date. This pro-rated portion of your Rollover CSP Award will continue to vest in accordance with the rules of the CSP on the Vesting Date (or possibly earlier if you are a US taxpayer);

c)	you will be allowed to keep 1/3 of your Rollover CSP Award in full (i.e. it will not be pro-rated for time) and it will continue to vest in accordance with the rules of the CSP on the Vesting Date (or possibly earlier if you are a US taxpayer); and

d)

the remaining 2/3 of your Rollover CSP Award will be subject to pro-rating for time by reference to the period that has elapsed between Completion and your leaving date, as compared to the period of time between Completion and the Vesting Date. This pro-rated portion of your Rollover CSP Award will continue to vest in accordance with the rules of the CSP on the Vesting Date (or possibly earlier if you are a US taxpayer).

4.	Are there any other conditions that apply in relation to your Rollover CSP Award?

(i)	the original vesting period; and

(ii)	the right to receive a payment (in cash or shares) in lieu of any dividends paid or payable on Vantiv Shares between Completion and the Vesting Date2.

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3.	What happens to your Rollover New Joiner CSP Award if you leave Worldpay?

a)

your misconduct (including but not limited to): (i) dishonesty, fraud, misrepresentation, the commission of a criminal offence or breach of trust; (ii) any material breach of your terms and conditions of employment; (iii) any material violation of your employer's policy, rules or regulation; (iv) material failure to perform your duties to the satisfaction of your employer, as determined by Vantiv acting reasonably; or (v) any other circumstance that Vantiv reasonably considers to amount to gross misconduct or entitle your employer to dismiss you without notice or compensation in lieu of notice; or

b)

your resignation (unless you resign in response to: (a) a repudiatory breach of contract by your employer; (b) a change that Vantiv, acting reasonably, considers to amount to a material diminution in your overall responsibilities or status (provided that such material diminution shall not include: (i) a change of your title on its own; (ii) a change in your reporting lines on its own; or (iii) the unreasonable refusal of a suitable alternative assignment with commensurate responsibilities, in each case taking into account the increased size and scope of the combined organisation); (c) a material diminution in your overall remuneration potential; or (d) a relocation of your principal place of work of more than 50 miles),

4.	Are there any other conditions that apply in relation to your Rollover New Joiner CSP Award?

(i)	the original vesting period; and

(ii)	the right to receive a payment (in cash or shares) in lieu of any dividends paid or payable on Vantiv Shares between Completion and the Vesting Date2.

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1.	I have reviewed this annual report on Form 10-K of Worldpay, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of Worldpay, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of Worldpay, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.