exv10w2






Exhibit 10.2




[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]




Wright Express Corporation




2010 Growth Grant Long Term Incentive Program 



Award Date:



March 3, 2010




Unit Allocation Ratio:




	 	 	 	 	 	 	 
	Wright Express	 	 	 	 	 	 
	Job Category	 	NQSOs	 	PSUs	 	RSUs
	CEO(1)
	 	50%
	 	50%
	 	0%
	Officers
	 	0%
	 	60%
	 	40%
	Non-Officers
	 	0%
	 	50%
	 	50%








 




			
	(1)	 	For the CEO, the actual units approved by the committee were determined
based on a specific target value which was split evenly between options and PSUs. The
number of shares in the Option were determined based on a Black-Scholes valuation on
February 17, 2010. The Black-Scholes valuation used the same stock price assumption as the
PSUs and RSUs and results in the actual number of shares in the option being greater than
the number of PSU shares.






	NQSO = Non-Qualified Stock Option






	RSU = Restricted Stock Unit





PSU = Performance-Based Restricted Stock Unit




Vesting Schedule:



Stock Options and Restricted Stock Units





	•	 	The Non-Qualified Stock Options (NQSOs) and Restricted Stock Units (RSUs) vest at a rate of
one third each year over a 3 year period beginning on the first anniversary of award date.
Each tranche of NQSOs also includes an additional two-year holding period from the date of
vesting. During this holding period, NQSOs can be exercised but shares acquired on such
exercise may not be sold with the exception of those shares which may be sold to cover the
exercise price and tax withholding applicable to such exercise.




Performance Based Restricted Stock Units — Interim Milestone





	•	 	The Performance Based Restricted Stock Units (PSUs) for persons who were not Section 16
officers of the Company on the date of grant of the Award shall vest according to the
following vesting schedule based on performance.





	 	 	 	 	 	 	 
	2010 PSU - Non Executive Interim Milestone Metric     
	Metric	 	Threshold	 	Target	 	Maximum
	PPG Adjusted Total Revenue — Six quarters beginning
01/01/2010 through 06/30/2011.
	 	n/a
	 	$[**]
	 	n/a






 









 





[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]





	•	 	If the Interim Milestone goal is achieved, 30% of non-executive PSUs will vest at
target on August 15, 2011 provided that the Grantee remains employed by the Company on such
date.






	•	 	If the Interim Milestone goal is not achieved, then the PSUs will remain in the pool to
vest upon the achievement of the final 2010 Full Grant Metrics as defined below.






	•	 	Persons who were Section 16 officers of the Company on the date of grant of the Award are
not eligible for Interim Milestone vesting.




Performance Based Restricted Stock Units — Section 16 Hurdle





	•	 	Return on Invested Capital (“ROIC”) must be [**]% or higher for any PSUs granted
to a person who was a Section 16 officer on the date of grant of the Award to vest regardless
of Revenue and ANI performance goal achievement. If ROIC is less than [**]% no PSUs
held by persons who were Section 16 officers on the date of grant of this Award will vest.






	•	 	ROIC is calculated as average Operating Income adjusted for realized gains or losses on
hedges and tax affected for the period beginning January 1, 2010 and ending December 2012
divided by average Invested Capital for the same period. Invested Capital is defined as Total
Assets less the following: Cash, Cash Equivalents, asset or liability for Derivative
Instruments, Accounts Payable, Accrued Expenses, Income Taxes Payable, Operating Debt, Net
Deferred Tax Asset or Liability, and other non-interest bearing liabilities.






	•	 	In determining the final payout versus performance, the Compensation Committee may exercise
discretion to include all or part of an item of loss or expense including one time and
financing charges related to key strategic acquisitions or alliances.





Performance-Based Restricted Stock Unit Metrics — Full Grant Metric:



The number of PSUs vesting under the 2010 Growth Grant is based on Company performance versus
the following goals:




	 	 	 	 	 	 	 	 	 
	2010 Growth Grant PSU Performance Goals(1)
	Weight	 	Metrics(2)	 	Threshold	 	Target	 	Maximum
	60%
	 	2012 PPG Adjusted Revenue
	 	$[**]
	 	$[**]
	 	$[**]
	40%
	 	2012 Reported Adjusted

Net Income (ANI)(3)


	 	$[**]
	 	$[**]
	 	$[**]






	 	 	 
	2010 Growth Grant PSU Conversion Levels
	Company Performance	 	Shares Granted as a Percent of PSU Target Award(2)
	Below Threshold
	 	0%
	Threshold
	 	50%
	Target
	 	100%
	Maximum
	 	200%
	Above Maximum
	 	200%






 









 





[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]






 




			
	(1)	 	Threshold performance must be achieved for both Reported Adjusted Income and PPG
Adjusted Revenue for any PSUs to vest
	 
	(2)	 	Shares granted are ratable between Threshold, Target, and Maximum based on actual
performance
	 
	(3)	 	Adjusted Net Income means Adjusted Net Income as reported in the Corporation’s Form
10-K filing reporting the Corporation’s results for the full year 2012 and may be adjusted to
exclude the following items (if any): losses from discontinued operations, the cumulative effects
of changes in Generally Accepted Accounting Principles, any one-time charge or dilution resulting
from any acquisition or divestiture, the effect of changes to our effective federal or state tax
rates, extraordinary items of loss or expense, and any other unusual or nonrecurring items of loss
or expense, including restructuring charges. In determining the final payout versus performance,
the Compensation Committee may exercise discretion to include all or part of an item of loss or
expense including one time and financing charges related to key strategic acquisitions or
alliances.




In the event of an Interim Milestone vesting of PSUs, the actual number of PSUs vesting under
the 2010 Growth Grant will be calculated as total PSUs scheduled to vest based on the 2010 Growth
Grant PSU Conversion Levels chart above minus any units previously vested under the Interim
Milestone.




Performance-Based Stock Unit Examples:



Award Received:





	 	•	 	Total Number of Units Awarded: 1,000
	 
	 	•	 	Ratio of PSUs in Award: 60%
	 
	 	•	 	Award Date: March 3, 2010
	 
	 	•	 	Total Number of PSUs in award: 600 (60% of 1,000 units)




Scenario 1: Performance Based Restricted Stock Units vesting with Interim Milestone vesting





	 	•	 	Interim Milestone — PPG Adjusted Total Revenue — Six quarters beginning
01/01/2010 through 06/30/2011 performance equaled $[**] (Target)
	 
	 	•	 	2012 PPG Adjusted Revenue is $[**] (100% payout)          
	 
	 	•	 	2012 ANI is $[**] (50% payout)          





Calculation:




(600 PSUs) multiplied by (60% PPG Adjusted Revenue weight) multiplied by (100% payout)

Plus

(600 PSUs) multiplied by (40% ANI weight) multiplied by (50% payout)

Equals

480 PSUs




Vesting Schedule:





	 	•	 	Interim/First vesting event : August 15, 2011






	 	•	 	PSUs vesting: 180 (30% of the 600 PSUs granted capped at target)






	 	•	 	Second vesting event: March 3, 2013






	 	•	 	PSUs vesting: 300 (480 PSUs based on 2012 performance goals minus 180 PSUs
previously vested under Interim Milestone)




Scenario 2: Performance-Based Restricted Stock Units vesting with no Interim Milestone
vesting







 









 









[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]





	 	•	 	Interim Milestone — PPG Adjusted Total Revenue — Six quarters beginning 01/01/2010
through 06/30/2011 performance equaled $[**] (Miss)
	 
	 	•	 	2012 PPG Adjusted Revenue is $[**] (100% payout)          
	 
	 	•	 	2012 ANI is $[**] (50% payout)          





Calculation:




(600 PSUs) multiplied by (60% PPG Adjusted Revenue weight) multiplied by (100% payout)

Plus

(600 PSUs) multiplied by (40% ANI weight) multiplied by (50% payout)

Equals

480 PSUs




Vesting Schedule:





	 	•	 	Vesting event: March 3, 2013






	 	•	 	PSUs vesting: 480 ( 480 PSUs of the 600 PSUs for a 100% PPG Adjusted Revenue
payout level and 50% Reported ANI Payout level)





Restricted Stock Unit Example:





	 	•	 	Total Number of Units Awarded: 1,000
	 
	 	•	 	Ratio of PSUs in Award: 40%
	 
	 	•	 	Award Date: March 3, 2010
	 
	 	•	 	Total Number of RSUs in award: 400 (40% of 1,000 units)





Vesting Schedule:





	 	•	 	First vesting event: March 3, 2011






	 	•	 	RSUs vesting: 133 (one third of total RSUs granted)






	 	•	 	Second vesting event: March 3, 2012






	 	•	 	RSUs vesting: 133 (one third of total RSUs granted)






	 	•	 	Third vesting event: March 3, 2013






	 	•	 	RSUs vesting: 134 (one third of total RSUs granted)





Option Exercise Price:



The exercise price is the closing price of Wright Express stock on the award date.




Option Life:



All Options in this award will expire no later than 8 years after the award date.




Option Holding Requirement:








 









 








[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]



Option Grantees are prohibited from selling the shares acquired on exercise of the option until
after the second anniversary of vesting for each tranche with the exception of sales of shares to
cover the exercise price and tax withholding applicable to such exercise.