exv10w30






Exhibit 10.30




[Form of Wright Express Corporation Restricted Stock Unit Agreement under the Wright Express
Corporation 2010 Equity and Incentive Plan]




Wright Express Corporation




Memorandum



	 	 	 
	TO:

	 	[Name] (the “Grantee”)
	 
	 	 
	FROM:

	 	Michael E. Dubyak, Chairman & CEO
	 
	 	 
	SUBJECT:

	 	Restricted Stock Unit Agreement
	 
	 	 
	DATE:

	 	[Date]





You have been granted an award of Restricted Stock Units (“RSUs”) under the terms of 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 Agreement which, along with the
Plan document, 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 Common 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 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 [date].




	 	 	 	 	 

	 	 	 
	 	     Date of Grant:

	 	[Date]	 
	 	 
	 	 	 
	 	     Number of RSUs:

	 	[Number]	 
	 	 
	 	 	 
	 	     Vesting Period:

	 	[ ] years
([ ] per year for [ ]
years) 	 
	 	 	 
	 	 	 





 









 






[Form of Wright Express Corporation Restricted Stock Unit Agreement under the Wright Express
Corporation 2010 Equity and Incentive Plan]




USE THE SPACE BELOW TO ACCEPT THIS GRANT:



I have read and agree to the terms set forth in the Restricted Stock Unit Agreement. I
accept the Award of RSUs described in this Memorandum:




	 	 	 	 	 
	 
	 	 	 	 
	Signature of Grantee          
	 	Date     
	 	 





[Name] (the “Grantee”)









 









 








[Form of Wright Express Corporation Restricted Stock Unit Agreement under the Wright Express
Corporation 2010 Equity and Incentive Plan]




WRIGHT EXPRESS CORPORATION

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 [DATE] (the “Memorandum”) pursuant to the terms and conditions of
the Wright Express Corporation 2010 Equity and Incentive Plan (the “Plan”).




          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 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. A copy
of the prospectus for the Plan has been provided to the Grantee and the applicable terms of such
Plan 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 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 Common Stock, subject to 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 Common Stock; provided,
however, that the Company shall withhold from the Grantee at the time of delivery of the
Common Stock the amount that the Company determines necessary to pay applicable withholding taxes
as and to the extent provided in Paragraph 8 below. The Common 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.




          (b)      Subject to Paragraph 3(c) and Paragraph 4, (i) [ ] of the Restricted Stock Units shall
become vested and payable to the Grantee on the first anniversary of the Grant Date, [DATE], [ ]
of the Restricted Stock Units shall become vested and payable to the Grantee on the second
anniversary of the Grant Date, [DATE], and [ ] of the Restricted Stock Units shall
become vested and payable to the Grantee on the [ ] anniversary of the Grant Date, [DATE], in





 









 





[Form of Wright Express Corporation Restricted Stock Unit Agreement under the Wright Express
Corporation 2010 Equity and Incentive Plan]




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”).




          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, but subject to the terms of the Plan, 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 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.




          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.





 









 





[Form of Wright Express Corporation Restricted Stock Unit Agreement under the Wright Express
Corporation 2010 Equity and Incentive Plan]




Notwithstanding the foregoing, the Company may retain and withhold from delivery at the time of
vesting that number of shares of Common 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.




          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