exv10w3






Exhibit 10.3




Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock
Unit Award Agreement




Wright Express Corporation




Memorandum



	 	 	 

	TO:

	 	[Name of Grantee] (the “Grantee”)
	 
	 	 
	FROM:

	 	Michael E. Dubyak, Chairman & CEO
	 
	 	 
	SUBJECT:

	 	2010 Growth Grant — Restricted Stock Unit Agreement
	 
	 	 
	DATE:

	 	March 3, 2010






You have been granted, under the 2010 Growth Grant Long Term Incentive Program document attached
as Exhibit B (“LTIP”), an award of Restricted Stock Units (“RSUs”) under the terms of the Wright
Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and LTIP, which is established
pursuant to the Plan (the RSUs are collectively referred to as the “Award”). Attached to this
Memorandum is an Agreement which, along with the Plan document and LTIP, governs your Award. You
will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains
important information regarding the Plan, including information regarding restrictions on your
rights with respect to the RSUs granted to you. You should read the Prospectus
carefully.




An Award of RSUs does not give you rights as a shareholder of the Company and you may not
transfer or assign any rights in your RSUs. Please note that as your Award vests, the Company
will withhold from the number of shares that would otherwise be delivered to you a number of
shares of company stock having a value equal to your tax withholding obligations (similar to
payroll withholding requirements).




Finally, by accepting this Award you are agreeing to abide by the terms of the Plan, LTIP, and
the attached Agreement. To accept this Award, you must agree to the terms set forth in this
Agreement by signing and dating the Memorandum and returning it to Tabitha Hilton in the Human
Resources Office in South Portland, Maine by April 15, 2010.




	 	 	 

	Date of Grant:

	 	March 3, 2010
	 
	 	 
	Number of RSUs:

	 	[Number of RSUs]
	 
	 	 
	Vesting Period:

	 	3 years (1/3 per year for 3 years)






 









 






Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock
Unit Award Agreement




USE THE SPACE BELOW TO ACCEPT THIS 2010 GROWTH GRANT:




I have read and agree to the terms set forth in the 2010 Growth Grant Agreement. I accept
the Award of RSUs described in this Memorandum:




	 	 	 	 	 	 	 

	 
	 

Signature of Grantee

	 	 
	 	 

Date
	 	 






<<Name>> (the “Grantee”)





 









 








Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock
Unit Award Agreement




WRIGHT EXPRESS CORPORATION

LONG TERM INCENTIVE PROGRAM

2010 GROWTH GRANT



RESTRICTED STOCK UNIT AWARD AGREEMENT



     THIS AWARD AGREEMENT (“Agreement”), dated as of March 3, 2010, is entered into by and between
WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Company”), and the Grantee named on the
attached Memorandum, dated March 3, 2010 (the “Memorandum”) pursuant to the terms and conditions of
the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and the Wright Express
Corporation 2010 Growth Grant Long Term Incentive Program (the “LTIP”) established thereunder.



     WHEREAS, the Company has the authority under and pursuant to the Plan to grant awards to
eligible employees of the Company and its subsidiaries; and



     WHEREAS, the Company desires to grant the Award to the Grantee subject to the terms and
conditions of the Plan, LTIP, and this Agreement.



     In consideration of the provisions contained in this Agreement, the Company and the Grantee
agree as follows:



     1. The Plan. The Award granted to the Grantee hereunder is made pursuant to the Plan and
LTIP. A copy of the prospectus for the Plan has been provided to the Grantee and the applicable
terms of such Plan and LTIP are hereby incorporated herein by reference. Terms used in this
Agreement which are not defined in this Agreement shall have the meanings used or defined in the
Plan.



     2. Award. Concurrently with the execution of this Agreement, and subject to the terms and
conditions set forth in the Plan, LTIP, and this Agreement, the Company hereby grants the number of
Restricted Stock Units indicated in the Memorandum to the Grantee. Each Restricted Stock Unit
entitles the Grantee to one share of Company Stock, subject to the continued employment, upon
vesting.



     3. Vesting of Units.



     (a) Upon the vesting of the Award, as described in this Section, the Company shall deliver for
each Restricted Stock Unit that becomes vested, one (1) share of Company Stock; provided,
however, that the Company shall withhold from the Grantee 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. The Company Stock shall
be delivered as soon as practicable following each vesting date or event set forth below, but in
any case within 30 days after such date or event.



 









 





Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock
Unit Award Agreement




     (b) Subject to Paragraphs 3(c), (d) and (e) and Paragraph 4, 1/3 of the Restricted Stock Units
shall become vested and payable to the Grantee on the first anniversary of the Grant Date, March 3,
2011, 1/3 of the Restricted Stock Units shall become vested and payable to the Grantee on the
second anniversary of the Grant Date, March 3, 2012, and 1/3 of the Restricted Stock Units shall
become vested and payable to the Grantee on the third anniversary of the Grant Date, March 3, 2013,
in each case so long as the Grantee remains employed with the Company through each such vesting
date.



     (c) Notwithstanding Paragraph 3(b), upon the Grantee’s death, the Award shall become
immediately and fully vested, subject to any terms and conditions set forth in the Plan or imposed
by the Compensation Committee of the Board of Directors (the “Committee”).



     (d) Notwithstanding Paragraph 3(b), upon a “Change in Control” of the Company, if the
surviving entity does not agree to assume the obligations set forth in the Agreement, then the
Award shall become immediately and fully vested, subject to any terms and conditions set forth in
the Plan or imposed by the Committee. “Change in Control” shall have the meaning set forth in the
Plan.



     (e) Notwithstanding anything to the contrary in this Agreement, to the extent that the Grantee
becomes entitled to receive any shares of Company Stock pursuant to the vesting of the 2010 Special
Grant Long Term Incentive Plan Award Agreement dated October 15, 2007 (such shares, the “Special
Grant Shares”), then the number of Restricted Stock Units that could vest pursuant to this Award
shall be reduced by [40% / 50%] of the number of the Special Grant Shares and the remaining number
of Restricted Stock Units subject to this Award shall vest proportionately over the vesting period
set forth in Paragraph 3(b) above, or as provided in Sections 3(c) or (d).



     4. Termination of Employment. Notwithstanding any other provision of the Plan to the
contrary, upon the termination of the Grantee’s employment with the Company and its subsidiaries
for any reason whatsoever (other than death), the Award, to the extent not yet vested, shall
immediately and automatically terminate; provided, however, that the Committee may,
in its sole and absolute discretion agree to accelerate the vesting of the Award, upon termination
of employment or otherwise, for any reason or no reason, but shall have no obligation to do so.



     For purposes of the Plan and the Award, a termination of employment shall be deemed to have
occurred on the date upon which the Grantee ceases to perform active employment duties for the
Company following the provision of any notification of termination or resignation from employment,
and without regard to any period of notice of termination of employment (whether
expressed or implied) or any period of severance or salary continuation. Notwithstanding any
other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to
the contrary, the Grantee shall not be entitled (and by accepting an Award, thereby irrevocably
waives any such entitlement) to any payment or other benefit to compensate the Grantee for the loss
of any rights under the Plan as a result of the termination or expiration of an Award in connection
with any termination of employment. No amounts earned pursuant to the Plan or any



 









 





Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock
Unit Award Agreement




Award shall be deemed to be eligible compensation in respect of any other plan of the Company or
any of its subsidiaries.




     5. No Assignment. Except as expressly permitted under the Plan, this Agreement may
not be assigned by the Grantee by operation of law or otherwise.



 









 





Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock
Unit Award Agreement




     6. No Rights to Continued Employment. Neither this Agreement nor the Award shall be construed
as giving the Grantee any right to continue in the employ of the Company or any of its
subsidiaries, or shall interfere in any way with the right of the Company to terminate such
employment.



     7. Governing Law. This Agreement and the legal relations between the parties shall be
governed by and construed in accordance with the internal laws of the State of Delaware, without
effect to the conflicts of laws principles thereof.



     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 an
Award. 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 from delivery at the time of vesting that number of shares of Company Stock having a fair
market value equal to the taxes owed by the Grantee, which retained shares shall fund the payment
of such taxes by the Company on behalf of the Grantee.



     9. Notices. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, to the Grantee at the last address specified in the Grantee’s employment records
(or such other address as the Grantee may designate in writing to the Company), or to the Company,
97 Darling Avenue, South Portland, ME 04106, Attention: General Counsel, or such other address as
the Company may designate in writing to the Grantee.



     10. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of such provision or of any
other provision hereof.



     11. Amendments. This Agreement may be amended or modified at any time by an instrument in
writing signed by the parties hereto.



     12. Authority. The Committee has complete authority and discretion to determine Awards, and
to interpret and construe the terms of the Plan and this Agreement. The determination of the
Committee as to any matter relating to the interpretation or construction of the Plan or this
Agreement shall be final, binding and conclusive on all parties.



     13. Rights as a Stockholder. The Grantee shall have no rights as a stockholder of the Company
with respect to any shares of common stock of the Company underlying or relating to any Award until
the issuance of a stock certificate to the Grantee in respect of such Award.



 









 





Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock
Unit Award Agreement




     IN WITNESS WHEREOF, this Agreement is effective as of the date first above written.



	 	 	 	 	 
	 	WRIGHT EXPRESS CORPORATION

 	 
	 	
 	 
	 	 	 
	 	By:   Michael E. Dubyak

Its:  Chairman and Chief Executive Officer