exv10w2






Exhibit 10.2




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. An initial deferral election may be made within 30 days after becoming a
non-employee Director of the Company and shall apply to Fees for services to be performed
subsequent to making the election. A Director who does not make an election within such
30-day period may make an election to defer Fees for services to be performed in a
subsequent calendar year by submitting a deferral election in advance of such year pursuant
to procedures established by the Committee. 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, and shall
be irrevocable for the first calendar year to which it applies; provided, however, that
a Director may, however, 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.





2









 












	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 or that of such
Director’s beneficiary, as applicable. 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., thereafter The
Plan, as amended and restated herein, shall be effectiveas of January 1, 2007.,
and is amended and restated herein effective January 1, 2009.





3









 











ADOPTED ON FEBRUARY 16, 2005

APPROVED ON MAY 16, 2008 AS AMENDED AND RESTATED

APPROVED ON DECEMBER 31, 2008 AS FURTHER AMENDED AND RESTATED





4