EX-10.1






Wright Express Corporation




Memorandum




TO:



FROM:



SUBJECT:



DATE:



You have been granted an Award of Restricted Stock Units (“RSUs”) under the terms of the Wright
Express 2005 Equity and Incentive Plan (the “Award,” and the “Plan,” respectively). 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.



The 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 a number of shares of company stock having a value equal to the taxes you will owe
in connection in each vesting year of your Award. (That allows the company to pay the taxes due
on your behalf, similar to payroll withholding.)



Finally, by accepting this Award you are agreeing to abide by the terms of the Plan and the
attached Agreement. If you do not want to accept the Award, you must reject it in writing by
returning this Memorandum to the Human Resources Office in South Portland by      .



Date of Award:


Number of Restricted Stock Units:


Vesting Period:



USE THE SPACE BELOW TO REJECT THE AWARD OF RSUs:



I reject the Award of RSUs described in this Memorandum.




Signature of Grantee




Date



1




WRIGHT EXPRESS CORPORATION



_________________ GRANT INCENTIVE PROGRAM




AWARD AGREEMENT




THIS AWARD AGREEMENT (“Agreement”), dated as of      , is entered into by and
between WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Company”), and the grantee
indicated on the Memorandum attached hereto (the “Grantee”) pursuant to the terms and conditions of
the Wright Express Corporation      Equity Grant (the “Grant”), which is part of the
Wright Express Corporation 2005 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 an 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 is attached hereto and the terms of such plan is 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, subject to the terms and
conditions set forth in the Plan and this Agreement, the Company hereby grants the award of
Restricted Stock Units indicated above to the Grantee. Upon the vesting of the Award, as described
in Section 3 below, the Company shall deliver for each Restricted Stock Unit that becomes vested,
one (1) share of Company Stock; provided, however, that the Grantee shall be
required to remit to the Company at the time of delivery of the Company Stock the amount that the
Company determines necessary to pay applicable withholding taxes as and to the extent provided in
Paragraph 8 below.



3. Vesting of Units. Subject to Paragraph 4 below, the Restricted Stock Units granted
hereunder shall become vested and payable to the Grantee in accordance with the following schedule:
     of the Award on      ;      of the Award on      ; and      of the Award
on      . Notwithstanding the foregoing, upon the earliest of the Grantee’s death, a
“Change in Control,” or the Grantee’s termination of employment by reason of “Disability,” each as
defined in the Plan, 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 appointed by 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 or Disability), 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 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.



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. Notwithstanding any other provision of the Plan, the Award, this Agreement or any
other agreement (written or oral) to the contrary, 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 Wright Express Corporation or any of its subsidiaries.



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



/s/




	 	 	 	By:	 





Its:




2