EXECUTIVE SEVERANCE PLAN
1.Purpose. The purpose of the Worldpay, Inc. Executive Severance Plan (formerly the Vantiv, LLC Executive Severance Plan) is to provide reasonable severance protection to certain executive officers and other key employees of the Company and its Affiliates who are expected to make substantial contributions to the success of the Company and its Affiliates and thereby provide for stability and continuity of management.
2. Term. The Plan was originally adopted on March 21, 2012 and previously amended and restated as of November 8, 2015. The Plan is hereby amended and restated as of March 17, 2019 and shall continue until terminated in accordance with Section 24.
3. Definitions. For purposes of the Plan, the following terms have the meanings set forth below:
“Accrued Benefits” means (i) the portion of the Participant’s Base Salary earned through the date of the Qualifying Termination, to the extent not yet paid; (ii) the amount of any annual incentive compensation under the annual incentive plan applicable to the Participant that has been earned by or awarded to the Participant for a completed
fiscal year preceding the date of the Qualifying Termination, but has not yet been paid to the Participant; and (iii) any paid time-off accrued during the year of termination through the date of the Qualifying Termination, to the extent not used or theretofore paid (and except as otherwise required by law).
“Affiliate” means (i) Worldpay Holding, LLC; (ii) any entity that, directly or indirectly, is controlled by the Company; and (iii) any entity in which the Company or any of the foregoing has a significant equity interest, in each case as determined by the Board or the Committee.
“Base Salary” means the Participant’s annual base salary as in effect immediately prior to the Participant’s termination, without regard to any reduction that would constitute Good Reason.
“Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).
“Board” means the board of directors of Worldpay, Inc.
“Business” means (i) merchant processing services (including payment authorization, clearing and settlement for credit, debit, check authorization and truncation); (ii) gift, private label, stored value and prepaid card processing; (iii) electronic funds transfer services to business customers (including debit and ATM card processing and driving services), PIN and signature debit transaction authorization, settlement and exception processing; (iv) payment and ATM network switching services (including the Jeanie network); (v) credit and debit card production, activation, replacement and related management services (including on an outsourced basis); (vi) certain payments-related reselling services; (vii) other value added services (including fraud detection, prevention and management services) relating to the foregoing; (viii) promotional messaging services relating to the foregoing; (ix) debit portfolio management services related to the foregoing; and (x) certain data processing services.
“Cause” means any one or more of the following, in each case as determined in good faith