exv10w31






Exhibit 10.31




Form of Wright Express Corporation Non-Employee Director Compensation Plan Award Agreement under
the Wright Express Corporation 2010 Equity and Incentive Plan




Wright Express Corporation




Restricted Stock Unit Award Memorandum

(Non-Employee Director)



	 	 	 
	TO:

	 	____________________________ (the “Grantee”)
	 
	 	 
	FROM:

	 	Michael E. Dubyak, Chairman of the Board
	 
	 	 
	SUBJECT:

	 	Non-Employee Director Compensation Plan Award Agreement
	 
	 	 
	DATE:

	 	[DATE]





You have been granted an Award of Restricted Stock Units (“RSUs”) pursuant to the Wright Express
Corporation Amended and Restated Non-Employee Director Compensation Plan (the “Compensation
Plan”) and the Wright Express Corporation 2010 Equity and Incentive Plan (the “Plan”) (the RSUs
are collectively referred to as the “Award”). Attached to this Memorandum is an Award Agreement
which, along with the Compensation Plan and the Plan, governs your Award in all respects.



You will receive 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 Wright Express
Corporation (the “Company”), and you may not transfer or assign any rights in your RSUs.




	 	 	 	 	 
	 	 	 
	 	 
	 	 	 
	 	      Date of Grant:

	 	_________________	 
	 	 
	 	 	 
	 	      Number of RSUs:

	 	_________________	 
	 	 
	 	 	 
	 	      Vesting Period:

	 	3 years (1/3rd per year)	 
	 	 
	 	 	 
	 	 	 





ACCEPTANCE OF AWARD



You are deemed to have accepted this Award, and to have agreed to the terms of the Plan and
the attached Award Agreement, unless you expressly rejected the Award at the time of grant.




 









 







Form of Wright Express Corporation Non-Employee Director Compensation Plan Award Agreement under
the Wright Express Corporation 2010 Equity and Incentive Plan




WRIGHT EXPRESS CORPORATION

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

2010 EQUITY AND INCENTIVE PLAN




RESTRICTED STOCK UNIT AWARD AGREEMENT




          THIS AWARD AGREEMENT (“Agreement”), dated as of [DATE], is entered into by and
between WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Company”), and the Grantee named
on the attached Memorandum, dated _________________ (the “Memorandum”) pursuant to the terms and
conditions of the Wright Express Corporation 2010 Equity and Incentive Plan (the “Plan”) and the
Company’s Amended and Restated Non-Employee Director Compensation Plan (the “Compensation Plan”).




          WHEREAS, the Company has the authority under the Plan to grant awards to non-employee
Directors of the Company; and




          WHEREAS, the Company wishes to grant an Award to the Grantee subject to the terms and
conditions of the Plan, the Compensation Plan, and this Agreement.




          THEREFORE, 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 applicable
provisions of the Plan, the Compensation Plan, and the applicable terms of such plans are hereby
incorporated herein by reference. The Grantee acknowledges that he or she has received a copy of
the current prospectus for the Plan. Terms used in this Agreement which are not defined herein
shall have the meanings given in the Plan.




          2.      Award. As of the Date of Grant listed on the attached Memorandum, and subject to the terms
and conditions set forth in the Plan, the Compensation Plan and this Agreement, the Company hereby
awards to the Grantee the number of Restricted Stock Units indicated in the Memorandum. Each
Restricted Stock Unit represents an interest in one (1) share of Common Stock and, once vested,
shall entitle the Grantee to receive one (1) share of Common Stock.




          3.      Vesting of Units. 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 Common Stock,
which share(s) shall be delivered within 30 days of the vesting date or event; provided, however,
that with respect to any Restricted Stock Unit that has been deferred, delivery shall be made at
the time prescribed under the Compensation Plan. Subject to Paragraph 4 below, one-third (1/3) of
the Restricted Stock Units granted hereunder shall become vested and payable to the Grantee on each
of the first three anniversaries of the Grant Date, so long as the Grantee remains a member of the
Company’s Board of Directors through each such vesting date. Notwithstanding the foregoing, 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 Compensation Plan or imposed by the Compensation Committee
appointed by the Board of Directors (the “Committee”).




 









 








Form of Wright Express Corporation Non-Employee Director Compensation Plan Award Agreement under
the Wright Express Corporation 2010 Equity and Incentive Plan




          4.      Termination of Service. Notwithstanding any other provision of the Plan to the contrary,
upon the termination of the Grantee’s service on the Board of Directors of the Company 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, subject to the terms of the Plan and the Compensation Plan, agree to
accelerate the vesting of the Awards, upon termination of service or otherwise, for any reason or
no reason, but shall have no obligation to do so. Notwithstanding any other provision of the
Plan, the Compensation Plan, the Award, this Agreement or any other agreement (written or oral) to
the contrary, the Grantee shall not be entitled (and by accepting the 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 the Award in
connection with any termination of service.




          5.      No Assignment. The Grantee may not transfer or assign the Award or any rights
under this Agreement, by operation of law or otherwise, except as expressly permitted under
the Plan.




          6.      No Rights to Continued Service. Neither this Agreement nor the Award shall be construed as
giving the Grantee any right to continue in the service of the Company’s Board of Directors.




          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
giving 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 taxes (and any
other taxes) upon payment of the Award.




          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 for the Grantee on file with the Company (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.






 









 








Form of Wright Express Corporation Non-Employee Director Compensation Plan Award Agreement under
the Wright Express Corporation 2010 Equity and Incentive Plan




          13.      No 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.




          IN WITNESS WHEREOF, this Agreement has been executed by the Company, and has been accepted by
the Grantee, effective as of the date first above written.




	 	 	 	 	 
	 	WRIGHT EXPRESS CORPORATION

 
 	 
	 	By:  	 	 
	 	 	     Michael E. Dubyak 	 
	 	 	     Its: Chairman of the Board