exv10w1






Exhibit 10.1




WRIGHT EXPRESS CORPORATION




AMENDED AND RESTATED

NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN





	1)	 	Purpose. The purpose of the Wright Express Corporation Non-Employee Directors
Deferred Compensation Plan (the “Plan”) is to enable directors of Wright Express
Corporation (the “Company”) who are not also employees of the Company to defer the
receipt of certain compensation earned in their capacity as non-employee directors of the
Company.
	 
	2)	 	Eligibility; Participation. Directors of the Company who are not also employees
of the Company or any of its subsidiaries (“Directors”) are eligible to participate in
the Plan. An eligible Director may commence participation by submitting to the
Committee (as defined below) or its designee, a written election to defer eligible
compensation.
	 
	3)	 	Administration. The Plan shall be administered by the Compensation Committee of
the Board of Directors of the Company (the “Committee”). The Committee shall have the
authority to adopt rules and regulations for carrying out the Plan’s intent and to
interpret, construe and implement the provisions thereof. Determinations made
by the Committee with respect to the Plan, any deferral made hereunder and any Director’s
account shall be final and binding on all persons, including but not limited to the
Company, each Director participating in the Plan and such Director’s beneficiaries.
	 
	4)	 	Deferral of Fees. Subject to such rules and procedures that the Committee may
establish from time to time, and subject to any determinations of the Company to pay
compensation to Directors from time to time, a Director may elect to defer under the Plan
all or a portion of his or her annual retainer fees, as well as such other fees,
stipends, incentive awards and other payments determined by the Committee to be eligible
for deferral from time to time that are, in each case, otherwise payable in cash and
restricted stock units (or other equity-based forms of payment) in accordance with the
Company’s policies as in effect from time to time (such compensation, collectively,
“Fees”).
	 
	 	 	In order to defer all or any portion of a Director’s Fees, the Director must complete
a deferral election in such form, and at such time, as determined by the Committee in
its sole discretion. Once a Director has elected to defer any portion of the
Director’s Fees, the election shall continue in force for the remainder of the
Director’s service as a member of the Board of Directors of the Company; provided,
however, that a Director may revoke his or her deferral election for subsequent
calendar years. Such revocation shall remain in effect until the Director submits a
new deferral election pursuant to the procedures established by the Committee.
	 
	5)	 	Form of Deferral. The Company shall establish a separate deferred compensation




 









 






	 	 	account on its books in the name of each Director who has elected to participate in
the Plan. A number of Restricted Stock Units (as defined in the Company’s 2005
Equity and Incentive Plan or a successor plan) (the “Stock Plan”) payable in shares of
Company common stock, par value $0.01 per share (“Company Stock”) or, in the
Committee’s discretion, cash shall be credited to each such Director’s account as of
each date (a “Deferral Date”) on which amounts deferred under the Plan would otherwise
have been paid to such Director. The Restricted Stock Units credited to a
participating Director’s account under the Plan shall be issued under the Stock Plan.






	 	(A)	 	Deferral of Cash Payments. The number of Restricted Stock Units
credited to a Director’s account as of each Deferral Date shall be calculated by
dividing the amount so deferred by the Fair Market Value (as defined in the Stock
Plan) of a share of Company Stock as of such Deferral Date. The Restricted Stock
Units so credited, shall be immediately vested and non-forfeitable and shall
become payable as set forth in Section 8.
	 
	 	(B)	 	Deferral of RSU Awards. The Director’s account shall also be
credited with the number of compensatory Restricted Stock Units awarded under the
Non-Employee Director Compensation Plan that the Director has elected to defer,
if any. The Restricted Stock Units so credited shall be subject to such vesting
and other restrictions as are set forth in such plan.






	 	 	Except as set forth herein, the terms and conditions of the Restricted Stock Units
credited to Director’s accounts under the Plan shall be governed by the Stock Plan,
including, but not limited to, the equitable adjustment provisions set forth in
Section 5 thereof and provisions with respect to a Change in Control (as defined in
the Stock Plan).
	 
	6)	 	Dividend Equivalents. Additional Restricted Stock Units shall be credited to a
Director’s account as of each date (a “Dividend Date”) on which cash dividends and/or
special dividends and distributions are paid with respect to Company Stock, provided that
at least one Restricted Stock Unit is credited to such Director’s account as of the
record date for such dividend or distribution. The number of Restricted Stock Units to
be credited to a Director’s account under the Plan as of any Dividend Date shall equal
the quotient obtained by dividing (a) the product of (i) the number of the vested and
nonforfeitable Restricted Stock Units credited to such account on the record date for
such dividend or distribution and (ii) the per share dividend (or distribution value)
payable on such Dividend Date, by (b) the Fair Market Value of a share of Company Stock
as of such Dividend Date.
	 
	7)	 	Restrictions of Transfer. The right of a Director or that of any other person to
the payment of deferred compensation or other benefits under the Plan may not be
assigned, transferred, pledged or encumbered except by will or by the laws of descent and
distribution.
	 
	8)	 	Payment of Restricted Stock Units. Each Director (or his or her beneficiary)
shall receive a one-time distribution of Common Stock with respect to all vested and
nonforfeitable Restricted Stock Units then credited to the Director’s account




 









 






	 	 	under the Plan on the date which is 200 days immediately following the date upon which
such Director’s service as a member of the Company’s Board of Directors terminates for
any reason. The number of shares of the Company Stock payable upon such distribution
shall equal the number of Restricted Stock Units credited to such Director’s account
as of the date of such distribution. Fractional shares shall be payable in cash.
	 
	 	 	If a Director dies prior to the complete distribution of his or her
account, the balance of the account shall be paid as soon as practicable to the
Director’s designated beneficiary or beneficiaries. A designation of beneficiary
shall be made by the Director using the form prescribed by the Committee and may
be changed by the Director at any time by filing a new form. If no beneficiary is
designated or no designated beneficiary survives the Director, payment shall be
made to the estate of the Director.
	 
	9)	 	Unfunded Plan: Creditor’s Rights. The Plan is intended to be an “unfunded”
deferred compensation plan. The obligation of the Company under the Plan is purely
contractual and benefits under the Plan shall not be funded or secured in any way. A
Director or any beneficiary shall have only the interest of an unsecured general creditor
of the Company in respect of the Restricted Stock Units credited to such Director’s
account and benefits payable under the Plan.
	 
	10)	 	Successors in Interest. The obligations of the Company under the Plan shall be
binding upon any successor or successors of the Company, whether by merger,
consolidation, sale of assets or otherwise, and for this purpose reference herein to the
Company shall be deemed to include any such successor or successors.
	 
	11)	 	Governing Law; Interpretation. The Plan shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware. The Company
intends that transactions under the Plan shall be exempt under Rule 16b-3 promulgated
under Section 16 of the Securities Exchange Act of 1934, as amended, unless otherwise
determined by the Company.
	 
	12)	 	Termination and Amendment of the Plan. The Board of Directors of the Company
may terminate the Plan at any time; provided, that termination of the Plan shall not
adversely affect the rights of a Director or beneficiary thereof with respect to amounts
previously deferred under the Plan without the consent of such Director and that of such
Director’s beneficiary. The Board of Directors of the Company may amend the Plan at any
time and from time to time; provided, however, that no such amendment shall adversely
affect the rights of any Director or beneficiary thereof with respect to amounts
previously deferred under the Plan.
	 
	13)	 	Effective Date. The Plan was initially adopted on February 16, 2005. The Plan,
as amended and restated herein, shall be effective January 1, 2007.





ADOPTED ON FEBRUARY 16, 2005

APPROVED ON MAY 16, 2008 AS AMENDED AND RESTATED