Ex-10.11 Short-Term Incentive Plan



 






Exhibit 10.11




Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.




WRIGHT EXPRESS CORPORATION

SHORT-TERM INCENTIVE PLAN



ARTICLE 1- PURPOSE OF PLAN



Wright Express Corporation has adopted this Short-Term Incentive Plan to attract and retain
high-performing employees; to provide incentives for eligible employees to achieve specified
company, department and/or individual performance goals; and to reward such employees for the
achievement of specified goals on an annual basis. The Short-Term Incentive Plan is intended to
qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.



ARTICLE 2- DEFINITIONS



Wherever used in this document, the following terms have the meanings set forth below.



2.1 Appendix means an Appendix to this Plan document containing targets, payment metrics, and
other terms of the Plan (or modifications thereof) applicable to a specific Plan Year. The
Appendices shall be considered part of the Plan document.



2.2 Company means Wright Express Corporation.



2.3 Eligible Earnings means total gross pay for the applicable Plan Year (or the portion
thereof during which the Participant is actively employed), including, salary or wages classified
by the Company as regular; paid time off (PTO), whether planned or unplanned; holiday; bereavement;
jury duty; retroactive pay; and excluding, salary or wages classified by the Company as overtime,
shift differential, language differential, disability pay, commission/incentive pay, and bonuses.



2.4 Effective Date means January 1, 2005.



2.5 MBO means management by objectives.



2.6 Participant means an eligible employee who participates in the Plan for a Plan Year in
accordance with Article 3.



2.7 Plan means this Wright Express Corporation Short-Term Incentive Plan, as amended from time
to time, including the provisions of any Appendix, which are incorporated herein.




 









 




2.8 Plan Year means the fiscal year of the Company; as of the Effective Date, the Plan Year is
the calendar year.



ARTICLE 3- PARTICIPATION



3.1 Eligible Employees



Each full-time regular or part-time regular employee of the Company who meets the following
requirements shall be a Participant for a Plan Year:





     (a) The employee is not eligible for any other commission or incentive variable pay
plan of the Company.




     (b) The employee commences employment on or before November 1 of the applicable year;
and




     (c) Except as provided in Section 3.2, the employee is actively employed on the bonus
payment date for the applicable year.



3.2 Special Rules





     (a) A Participant who dies or becomes totally disabled during a Plan Year (as
determined under the Company’s Long-Term Disability program) may receive a pro-rated bonus
for the applicable year based on his or her Eligible Earnings during the period of the
Participant’s active employment. Any bonus payable to a deceased Participant shall be paid
to his or her personal representative.




     (b) A Participant who is not actively employed on the bonus payment date for a Plan
Year due to an approved leave of absence may receive a pro-rated bonus for the applicable
year based on his or her Eligible Earnings during the period of the Participant’s active
employment.


ARTICLE 4- ANNUAL INCENTIVES



The Corporate and Executive Officer MBOs for each Plan Year shall be approved by the Compensation
Committee of the Company’s Board of Directors, or its delegate.



An Individual Effectiveness Factor (“IEF”) shall be assigned to an employee classified as an
“associate” based on criteria established by the Company. The IEF for each associate shall be
initially established at 1.00. An associate’s IEF for a Plan Year may be adjusted down, but not
be-low 0.50, or up, but not above 1.50, in increments of 0.05, by action of his or her supervisor
with the approval of his or her division Senior Vice President and the Company’s President and
Chief Executive Officer. However, the foregoing adjustments (in the aggregate) must not increase
the total amount payable under the Plan for the given year.



The performance measures applicable to a Plan Year shall be set out in the Appendix.




 









 




ARTICLE 5- PAYMENTS



5.1 Time and Form



Bonuses shall be calculated and paid in a single payment for the applicable year, by no later than
March 31 of the following year.



5.2 Position Changes



“Position changes” for a Plan Year include promotions, demotions, and transfers between positions
and/or departments.





     (a) For a non-Management Participant, the amount of the Participant’s bonus is
calculated based on his or her position on December 31 of the applicable year.




     (b) For a Participant who is a Manager, Vice President, Senior Vice President, or the
President and Chief Executive Officer, the amount of the Participant’s bonus is calculated
based on pro-ration for each position change and each target percentage change during the
applicable year (excluding target percentage changes resulting from a market adjustment).




     (c) For a Participant who is an eligible employee for a portion of the year and an
ineligible employee for a portion of the year, the amount of the Participant’s bonus is
calculated based on pro-ration for the portion of the year in which he or she was an
eligible employee.


5.3 Taxes



All federal, state or local taxes that the Plan Administrator determines are required to be
withheld from any payments made under the Plan shall be withheld.



ARTICLE 6- ADMINISTRATION



6.1 Plan Administrator



The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors,
which may delegate administrative responsibility in whole or in part to the President and Chief
Executive Officer and/or the Senior Vice President, Human Resources (“Administrators”), subject to
any requirements for review and approval that may be established by the Compensation Committee. In
all areas not specifically reserved for such review and approval, the decisions of the applicable
Administrator shall be binding on the Company and each eligible employee under Article 3.
Notwithstanding the foregoing, the Compensation Committee may not modify MBOs or other performance
criteria during a Plan Year so as to increase the payment to a Section 162(m) Participant (as
defined below) or exercise its discretion to increase the amount of incentive pay that would
otherwise be due a Section 162(m) Participant upon attainment of a performance goal.




 









 




6.2 Claims



Claims regarding payments under the Plan shall be directed to a Participant’s direct supervisor
and/or the Company’s Compensation Department. Any claim regarding the amount of any bonus payment
hereunder shall be made within 30 days of the date of such payment, or shall be forfeited.



ARTICLE 7- AMENDMENT AND TERMINATION



The Company reserves the right to terminate, amend, modify and/or restate this Plan, in whole or in
part, at will at any time, with or without advance notice.



ARTICLE 8- MISCELLANEOUS



8.1 Payment Adjustments and Special Circumstances



Subject to the approval of the Compensation Committee, the President and Chief Executive Officer
and the Senior Vice President, Human Resources, acting together, shall have the power to adjust
payments under the Plan (upward or downward) as and to the extent appropriate to achieve the stated
goals and purposes of the Plan and may approve exceptions to the Plan under special circumstances,
to avoid undue hardship with respect to a Participant. Notwithstanding the foregoing, the
President and CEO and the Senior Vice President, Human Resources may not increase or accelerate the
payment due to any Section 162(m) Participant with respect to any Plan Year. The term “Section
162(m) Participant” shall mean the President and CEO and each of the four highest paid officers of
the Company (other than the President and CEO) on the last day of the taxable year, for purposes of
the executive compensation disclosure rules under the Securities Exchange Act of 1934.



8.2 Information



The Plan Administrators shall be responsible for ensuring effective communication of the Plan to
eligible employees. Copies of the Plan shall be available to all Participants. All modifications
and changes to the Plan shall be appropriately documented and communicated to Participants.



8.3 No Guarantee of Payment



The Company does not guarantee payment of any bonus amounts hereunder, except to the extent that
payment is required by applicable law.



8.4 Limitation of Employees’ Rights



Nothing contained in the Plan shall confer upon any person a right to be employed or to continue in
the employ of the Employer, or interfere in any way with the right of the Employer to terminate the
employment of a Participant at any time, with or without cause.




 









 




IN WITNESS WHEREOF, Wright Express Corporation has caused this document to be executed by its duly
authorized officer this 17th day of May, 2005.




	 	 	 	 	 
	WRIGHT EXPRESS CORPORATION	 	 
	 
	 	 	 	 
	 

	 	/s/ Robert C. Cornett	 	 
	 

	 	 	 	 
	By:

	 	Robert C. Cornett	 	 
	Its:

	 	Senior Vice President, Human Resources	 	 
	Date:

	 	May 17, 2005	 	 
	 

	 	 	 	 





 









 






APPENDIX I




2005 STIP FACTORS




STIP Weightings




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	WEX Corporate MBOs	 	 	 	 	 	 	 
	 	 	PPG1 Adj	 	 	 	 	 	 	 
	 	 	Net	 	 	PPG1 Adj	 	 	Exec Shared, VP &	 
	 	 	Income2	 	 	Revenue	 	 	Dept MBOs	 
	President / CEO
	 	 	70%	 	 	 	30%	 	 	 	  0%	 
	Executive Team3
	 	 	60%	 	 	 	20%	 	 	 	20%	 
	Vice Presidents
	 	 	50%	 	 	 	15%	 	 	 	35%	 
	Managers
	 	 	40%	 	 	 	10%	 	 	 	50%	 
	Individual Contributors
	 	 	40%	 	 	 	10%	 	 	 	50%	 








 




			
	1	 	PPG — price per gallon
	 
	2	 	PPG Adjusted Net Income excluding any unrealized gain/loss from the hedge or Q1
non-recurring charges.
	 
	3	 	 The following weightings apply only to the SVP Sales:





          50% — Executive Team MBOs


          50% — Sales MBOs



Payout Levels




	 	 	 	 	 
	Performance Results	 	Payout %	 
	Threshold
	 	 	50	%
	Target
	 	 	100	%
	Max
	 	 	150	%






 









 





MBOs

Corporate MBOs



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Performance Goal	 	Threshold Performance	 	Target Performance	 	 	Maximum Performance	 
	PPG1 Adj Net Income2

	 	$	 	[**]
	 	$	[**]
	 	 	$	 	[**]	 
	PPG1 Adj Revenue

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








 




			
	1	 	PPG — price per gallon

	 
	2	 	PPG Adjusted Net Income excluding any unrealized gain/loss from the hedge or Q1
non-recurring charges.




In 2005, the Company must achieve at least threshold results for PPG Adjusted Net Income in
order to pay out any portion of the Short-Term Incentive Plan.




Executive
Officer MBOs


All
Senior Vice Presidents share the following MBOs:



	 	 	 	 	 	 	 
	Performance Goal	 	Threshold Performance	 	Target Performance	 	Maximum Performance
	New Product Revenue

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

Initiatives

	 	[**] from the list

below
	 	[**] from the list below
	 	[**] from the list below






New Product Revenue primarily includes the following new products:

[**]                [**]

[**]                [**]

[**]                [**]

[**]



Strategic Initiatives include:



[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]


Vice
President MBOs



Each Vice President generally has [**] MBOs. While the MBOs are specific to the individual Vice
President most Vice Presidents will have one cross-functional MBO shared with another Vice
President.



Department
MBOs

Each Manager generally has [**] MBOs shared by all STIP-eligible members of their department.