NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
February 26, 2018
Compensatory Arrangements of Mr. Philip Jansen, Co-Chief Executive Officer
As previously announced by Worldpay, Inc. (the "Company") via RNS announcement on January 23, 2018, effective January 16, 2018, the board of directors of the Company (the "Board") appointed Philip Jansen to the position of Co-Chief Executive Officer of the Company.
On February 21, 2018, the Company entered into a letter agreement with Mr. Jansen, which amended and supplemented the terms of Mr. Jansen's existing Service Agreement with Worldpay Group Limited, formerly Worldpay Group plc ("Legacy Worldpay"), dated as of September 1, 2015 (as amended and supplemented, the "Service Agreement").
The Service Agreement also provides for a special long-term equity incentive award to Mr. Jansen with a target award of 55,556 Company shares and a maximum payout of 300% of target. This award is to align Mr. Jansen to the achievement of certain performance measures to deliver superior financial results in relation to the recent acquisition of Legacy Worldpay. The vesting of this equity incentive award is contingent upon the achievement of pre-defined cost and revenue synergy goals. This award is also contingent on the achievement of a pre-defined stock price goal, which, if not achieved, will result in the award paying out at no more than target, assuming at least target level achievement of the goals.
The Service Agreement may be terminated by either party upon twelve months prior written notice and in the event that Mr. Jansen's employment is terminated, he will generally be entitled to payment of base salary (plus a payment equal to the value of his contractual benefits) for any unexpired portion of the notice period. Such payment is not required if the termination is a result of certain acts of misconduct by Mr. Jansen, as set forth in the Service Agreement. The existing restrictive covenants in the Service Agreement (such as confidentiality and non-solicit provisions) have been extended to cover the Company and its affiliates pursuant to the amendment to the Service Agreement effected by the letter agreement.
Pursuant to its obligations under the U.S. Securities Exchange Act of 1934, as amended, the Company released an amendment to a report on Form 8-K in substantially the same form as set out above on February 23, 2018. A copy of this Form 8-K/A is available on the SEC's website at http://www.sec.gov.
Nathan Rozof, Investor Relations
Andrew Ciafardini, Corporate Communications
+1 513 900 4811
+1 513 900 5308
Smithfield (PR adviser to Worldpay, Inc.)
+44 (0) 203 047 2538
About Worldpay, Inc.
Worldpay, Inc. (NYSE: WP; LSE: WPY) is a leading payments provider with unique capability to power global integrated omni-commerce, any payment, anywhere. With industry-leading scale and an unmatched, integrated technology platform, the Company offers clients a comprehensive suite of products and services globally, delivered through a single provider.
Annually, the Company processes over 40 billion transactions through more than 300 payment types across 146 countries and 126 currencies. The Company's growth strategy includes expanding into high-growth markets, verticals and customer segments, including global eCommerce, Integrated Payments and B2B.
The Company was formed in 2018 through the combination of the No. 1 merchant acquirers in the U.S. and the U.K., Vantiv, Inc. and Worldpay Group plc. The Company trades on the NYSE as "WP" and the London Stock Exchange as "WPY".