Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 11, 2013, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Vantiv, Inc. (the "Company") approved the design of its long-term incentive plan (the "LTIP") for executive officers and certain employees of the Company, including the Company's named executive officers. Awards under the LTIP will be in the form of stock options, performance shares and restricted stock units granted under the Company's 2012 Equity Incentive Plan (the "Equity Plan"). With respect to the Chief Executive Officer, the potential long-term incentive opportunity will be comprised of 50% stock options and 50% performance shares. With respect to other executive officers, the potential long-term incentive opportunity will be comprised of 40% stock options, 40% performance shares and 20% restricted stock units. Pursuant to the terms of the Equity Plan, stock options will be granted with an option price equal to the closing price of the Company's Class A common stock on the date of grant. The options will vest in 25% annual increments beginning on the first anniversary of the date of grant. The restricted stock units will also vest in 25% annual increments beginning on the first anniversary of the date of grant. The performance shares will vest on the third anniversary of the date of grant if, and only to the extent that, certain performance targets are met at the end of a three-year performance period. The target number of performance shares to be awarded to each participant will be calculated by dividing the target award amount denominated in dollars by the closing price of the Company's Class A common stock on the date of grant. Based on attainment of at least a threshold level of performance, the actual number of performance shares earned will be 50% for performance at the threshold level, 100% for performance at the target level and 200% for performance at or above the maximum level established. For performance between the established levels, the number of performance shares earned will be based on linear interpolation between such levels. If the threshold performance is not achieved, all of the performance shares will be forfeited. The performance metrics include: 1) the Company's cumulative compound annual growth rate in net revenue over the three-year period beginning January 1, 2013 and ending December 31, 2015, which will determine the vesting of 30% of the performance shares; and 2) the Company's cumulative compound annual growth rate in adjusted cash net income per share over the same three-year period, which will determine the vesting of 70% of the performance shares. Earned performance shares will be settled on a one-for-one basis in shares of the Company's Class A common stock.

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