exv10w9



 





Exhibit 10.9




First Amendment

to the

2005 Special Equity Grant Award Agreement

Between

Wright Express Corporation and Michael E. Dubyak




     WHEREAS, Wright Express Corporation, a Delaware Corporation (the “Company”) and Michael E.
Dubyak (“Grantee”) entered into an Award Agreement (“Agreement”), effective as of October 28, 2005,
pursuant to the terms and conditions of the Wright Express Corporation 2005 Special Equity Grant
(the “Grant”) under the Wright Express Corporation’s 2005 Equity and Incentive Plan (the “Plan”);
and



     WHEREAS, the Company and Grantee wish to clarify that certain amounts payable shall be paid in
accordance with the short-term deferral rule under Section 409A of the Internal Revenue Code of
1986, as amended, and the final regulations published in the Federal Register Tuesday, April 17,
2007.



     NOW, THEREFORE, the Company and Grantee agree to amend Paragraphs 2 and 8 of the Agreement to
read as follows:




     2. Award. Concurrently with the execution of this Agreement, subject to the terms and
conditions set forth in the Plan and this Agreement, the Company hereby grants the award of
Restricted Stock Units indicated above to the Grantee. Upon the vesting of the Award, as
described in Section 3 below, the Company shall deliver for each Restricted Stock Unit that
becomes vested, one (1) share of Company Stock; provided, however, that the
Grantee shall be required to remit to the Company at the time of delivery of the Company
Stock the amount that the Company determines necessary to pay applicable withholding taxes
as and to the extent provided in Paragraph 8 below; and further provided
that with respect to the Restricted Stock Units that vest on October 28, 2007, the shares of
Company Stock shall be delivered in January of 2008 (except to the extent such shares are
retained as provided in Paragraph 8 below).




     8. Tax Obligations. As a condition to the granting of the Award and the vesting
thereof, the Grantee acknowledges and agrees that he/she is responsible for the payment of
income and employment taxes (and any other taxes required to be withheld) payable in
connection with the vesting of the Award or delivery of the Company Stock. Accordingly, the
Grantee agrees to remit to the Company or any applicable subsidiary an amount sufficient to
pay such taxes. Such payment shall be made to the Company or the applicable subsidiary of
the Company in a form that is reasonably acceptable to the Company, as the Company may
determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and
withhold at the time of vesting and, if taxes are owed, at the time of delivery that number
of shares of Company Stock having a fair market value equal to the taxes owed at such time
by the Grantee, which retained shares shall fund the payment of such taxes by the Company on
behalf of the Grantee.



 









 





     IN WITNESS WHEREOF, this Amendment is effective as of November 2, 2007.



	 	 	 	 	 	 	 
	Grantee	 	 	 	Wright Express Corporation
	 
	 	 	 	 	 	 
	     /s/ Michael E. Dubyak

	 	 	 	By:	/s/ Robert Cornett
	 

	 	 	 	 	 
	Michael E. Dubyak

	 	 	 	 	Its Senior Vice President, Human Resources