exv10w5






Exhibit 10.5




EMPLOYMENT AGREEMENT




          This
Employment Agreement is made and entered intoamended
and restated effective as of this the 28th day of
October, 2005 (“Effective Date”) between Wright Express Corporation (“WEX”), a Delaware corporation
headquartered in South Portland, Maine and Michael E. Dubyak (the “Executive”).




          WHEREAS, WEX desires to employ the Executive as its President and Chief Executive Officer, and
the Executive desires to serve WEX in such capacity.




          NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:




SECTION I
 EMPLOYMENT




          WEX agrees to employ the Executive and the Executive agrees to be employed by WEX for the
Period of Employment as provided in Section III below and upon the terms and conditions provided in
this Agreement.




SECTION II

POSITION AND RESPONSIBILITIES




          During the Period of Employment, the Executive will serve as President and Chief Executive
Officer of WEX and, subject to the direction of the Board of Directors of WEX (the “Board”), will
perform such duties and exercise such supervision with regard to the business of WEX as are
associated with such position, as well as such additional duties as may be prescribed from time to
time by the Board. Further, the Executive will serve as a member of the Board; provided,
however, that nothing contained in this Agreement shall require WEX to maintain the
Executive’s status as a member of the Board or to re-nominate him for election for additional terms
of service on the Board; however a removal of the Executive from the Board may be treated as a
material and adverse change to the Executive’s titles,
positions, duties and responsibilities a
Constructive Discharge under Section VIII below.




          The Executive will, during the Period of Employment, devote substantially all of his time and
attention during normal business hours to the performance of services for WEX. The Executive will
maintain a primary office and conduct his business in South Portland, Maine, except for normal and
reasonable business travel in connection with his duties hereunder. Nothing contained in this
Agreement will prevent or be construed to prevent the Executive from devoting a reasonable amount
of time to serving on civic and charitable boards and conducting his personal affairs.




          The Executive will, in accordance with WEX policy and procedures and applicable law, certify
to the accuracy of WEX’s publicly filed financial statements.




 









 





SECTION III

PERIOD OF EMPLOYMENT




          The period of the Executive’s employment under this Agreement (the “Period of Employment”)
will begin on the Effective Date and end on the third anniversary of such date, subject to earlier
termination as provided in this Agreement; provided, however, that the Period of
Employment will be automatically extended for an additional one year period on October 28, 2006,
and on each anniversary of such date thereafter, unless written notice of intent not to extend or
to reopen negotiations is provided by either party hereto to the other party hereto at least 30
days prior to such date or any such anniversary.




SECTION IV

COMPENSATION AND BENEFITS




          Compensation. For all services rendered by the Executive pursuant to this Agreement
during the Period of Employment, including services as an executive, officer, director of committee
member of WEX or any subsidiary or affiliate of thereof, the Executive will be compensated as
follows:




     i.    Base Salary.



               WEX will pay the Executive a base salary of not less than $425,000
per year (“Base Salary”). From time to time, the Executive may be eligible to receive annual
increases as WEX deems appropriate, in accordance with WEX’s customary policies and procedures
regarding the salaries of senior officers, including pursuant to annual compensation reviews to
occur no less than once per year. Base Salary will be payable according to the customary payroll
practices of WEX, but in no event less frequently than semi-monthly.



     ii.   Annual Incentive Awards.



           The Executive will be eligible for discretionary annual incentive compensation awards;
provided, that the Executive will be eligible to receive an Incentive Compensation Award in
respect of each fiscal year of WEX during the Period of Employment based upon a target bonus equal
to no less than 100% of his earned Base Salary during such fiscal year; provided,
however, that such bonus will be subject to the attainment by WEX of applicable performance
targets reasonably established and certified by or at the direction of the Board (as hereinafter
defined) or the Compensation Committee of the Board (the “Committee”). For purposes of this
Agreement, the term “Incentive Compensation Award” means the annual bonus paid pursuant to the
Wright Express Corporation Short-Term Incentive Plan (STIP), as the Plan may be amended from time
to time. The term “target” means the value of the STIP bonus payable in the event the Executive
achieves the annual target goals established pursuant to the Plan.




     iii.   Long Term Incentive Awards



           At such times as the Board or the Committee determines to conduct annual or periodic grants of
long term incentive awards to employees and officers of WEX, the Executive will be eligible to
receive such grants, subject to the sole and complete discretion of the Board or the Committee, and
upon such terms and conditions as determined by the Board or the Committee,
but with due consideration given to the Executive’s position with WEX and the Executive’s
historical performance and anticipated future contributions to WEX.




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     iv.   Additional Benefits



           The Executive will be entitled to participate in all other compensation and employee benefit
plans or programs offered generally to employees of WEX, and will receive all perquisites offered
to senior executive officers of WEX in positions comparable to the Executive’s position with WEX,
in either case pursuant to any plan or program now in effect, or later established by WEX. The
Executive will participate to the extent permissible under the terms and provisions of such plans
or programs, and in accordance with the terms of such plans and programs.




SECTION V

BUSINESS EXPENSES




           WEX will reimburse the Executive for all reasonable travel and other expenses incurred by the
Executive in connection with the performance of his duties and obligations under this Agreement.
The Executive will comply with such limitations and reporting requirements with respect to expenses
as may be established by WEX from time to time and will promptly provide all appropriate and
requested documentation in connection with such expenses.




SECTION VI
 DISABILITY




           If the Executive becomes Disabled, as defined below, during the Period of Employment, the
Period of Employment may be terminated at the option of the Executive upon notice of resignation to
WEX, or at the option of WEX upon 30 days’ advance notice of termination to the Executive. WEX’s
obligation to make payments to the Executive under this Agreement will cease as of such date of
termination, except for Base Salary and Incentive Compensation Awards earned but unpaid as of the
date of such termination, and except for payment of a pro rata portion of his Incentive
Compensation Award in respect of the year in which such Disability occurs (paid at target level).
For purposes of this Agreement, “Disabled” means the first to occur of either (i) the Executive’s
inability to perform his duties hereunder as a result of serious physical or mental illness or
injury for a period of no less than 180 days, together with a determination by an independent
medical authority after in person examination of the Executive and review of any relevant medical
records that the Executive is currently unable to perform such duties, or (ii) a determination by
the insurance carrier or third party administrator that the Executive is “Disabled” within the
meaning of the WEX Long Term Disability Plan then in effect. Such independent medical authority
shall be mutually and reasonably agreed upon by WEX and the Executive and such opinion shall be
binding on WEX and the Executive. Nothing contained herein is intended to limit any of the
Executive’s vested benefits under any WEX benefit plan or program.




SECTION VII

DEATH




           In the event of the death of the Executive during the Period of Employment, the Period of
Employment will end and WEX’s obligation to make payments under this Agreement




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will cease as of the date of death, except for Base Salary and Incentive Compensation Awards
earned but unpaid through the date of death, and except for payment of a pro rata portion of his
Incentive Compensation Award in respect of the year in which his death occurs (paid at target
level), which will be paid to the Executive’s surviving spouse, estate or personal representative,
as applicable. Nothing contained herein is intended to limit any of the Executive’s vested benefits
under any WEX benefit plan or program.




SECTION VIII

EFFECT OF TERMINATION OF EMPLOYMENT




           A. Without Cause Termination and Constructive Discharge Outside of a Change in
Control. If the Executive’s employment terminates due to either a Without Cause Termination or
a Constructive Discharge, as defined below, and Executive is not entitled to receive payment
pursuant to Section VIII(B) hereof, WEX will pay the Executive (or his surviving spouse, estate or
personal representative, as applicable) upon such Without Cause Termination or Constructive
Discharge (i) a cash payment equal to the sum of the Executive’s then current Base Salary plus his
then current target Incentive Compensation Award, multiplied by 200%, payable, at the Company’s
option, in either one lump sum, or
in equal installments not less frequently than once per month over a
twelve month period, or a combination of lump sum and equal installments not less frequently than
once per month over a twelve month period, and (ii) any and all Base Salary and Incentive
Compensation Awards earned but unpaid through the date of such termination and any legitimate
unreimbursed business expenses. In addition, upon such event, those of the Executive’s outstanding
and unvested WEX stock options and WEX restricted stock units which would have otherwise become
vested between the date of termination of employment and the second anniversary of such date of
termination of employment (without regard for performance based vesting criteria) will immediately
become vested. In addition, in the event that the Executive elects to continue medical and dental
benefits pursuant to COBRA, the Executive’s cost for the first 12 months of such coverage will be
no greater than the cost applicable to active full time employees of WEX, and the Company shall pay
for the balance of the cost for the first 12 months of such coverage. Nothing contained herein is
intended to limit any of the Executive’s vested benefits under any WEX benefit plan or program,
including but not limited to rights with respect to stock options, restricted shares or long term
incentive awards.




           B. Without Cause Termination and Constructive Discharge In Case of Change in Control. 
If the Executive’s employment terminates due to either a Without Cause Termination or a
Constructive Discharge, in either case within the time period beginning 90 days before the Change
in Control and ending 540 days after the Change in Control, then WEX will pay the Executive (or his
surviving spouse, estate or personal representative, as applicable) (i) a cash payment equal to the
sum of the Executive’s then current Base Salary plus his then current target Incentive Compensation
Award, multiplied by 300%, payable, at the Company’s option, in
either one lump sum, or in equal
installments not less frequently than once per month over a twelve month period, or a combination
of lump sum and equal installments not less frequently than once per month over a twelve month
period, and (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid
through the date of such termination and any legitimate unreimbursed business expenses. In
addition, upon such termination, those of the Executive’s outstanding and unvested WEX stock
options and unvested WEX restricted stock units held by the Executive as of the date of termination
will immediately become vested. In addition, WEX shall pay to the Executive in a lump sum an
amount equal to the present value of WEX’s share of the cost of medical and dental insurance
premiums for a thirty-six (36) month period. Nothing contained




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herein is intended to limit any of the Executive’s vested benefits under any WEX benefit plan
or program including but not limited to rights with respect to stock options, restricted shares or
long term incentive awards. Payment of cash and benefits and accelerated vesting under this
Section VIII(B) shall be in lieu of and not in addition to anything that might be owed to
Executive under Section VIII(A).




           C. Termination for Cause; Resignation. If the Executive’s employment terminates due
to a Termination for Cause or a Resignation, Base Salary and any Incentive Compensation Awards
earned but unpaid as of the date of such termination will be paid to the Executive in a lump sum.
Except as provided in this paragraph, WEX will have no further obligations to the Executive
hereunder. Nothing contained herein is intended to limit any of the Executive’s vested benefits
under any WEX benefit plan or program.




           D.
For purposes of this Agreement, the following terms have the following meanings:




     i.    “Termination for Cause” means termination because of (i) the Executive’s willful failure
to substantially perform his duties as an employee of WEX or any subsidiary thereof (other than
any such failure resulting from incapacity due to physical or mental illness), (ii) any act of
fraud, embezzlement, gross misconduct, dishonesty or similar conduct, in each case against WEX or
any subsidiary thereof, (iii) the Executive’s conviction of or indictment for a felony or any
crime involving moral turpitude, (iv) the Executive’s gross negligence in the performance of his
duties, (v) the Executive’s knowing or negligent making of a false certification to WEX
pertaining to its financial statements, or (vi) the Executive’s knowing or grossly negligent
violation of any provision of Section IX of this Agreement or any knowing violation of WEX’s Code
of Business Conduct and Ethics. WEX will provide the Executive a written notice that describes
the circumstances being relied on for the termination with respect to this paragraph. In the
event that WEX terminates the Executive’s employment without Cause but the Company later
discovers evidence not known at the time of termination that would have justified a Termination
for Cause under this paragraph, the Company may terminate the payment of all amounts to the
Executive pursuant to Section VIII(A) or (B), excluding any and all Base Salary and Incentive
Compensation Awards earned but unpaid through the date of such termination and any legitimate
unreimbursed business expenses.



     ii.    “Constructive Discharge” means the Executive resigns in response to: (i) any material
failure of WEX to fulfill its obligations under this Agreement (including without limitation any
reduction of the Base Salary or any reduction in the target bonus percentage amount, as the same
may be increased during the Period of Employment), (ii) a material and adverse change to the
Executive’s titles, positions, duties and responsibilities with or to WEX, (iii) the relocation of
the Executive’s primary business office to a location more than 50 miles from Portland, Maine or
(iv) WEX’s failure to cause this Agreement to be assumed by any successor to the business of WEX.
The Executive will provide WEX a written notice that describes the circumstances being relied on
for the termination with respect to this paragraph within sixty (60) days after the event giving
rise to the notice. WEX will have sixty (60) days after receipt of such notice to remedy the
situation prior to the termination for Constructive Discharge.



     iii.    “Without Cause Termination” or “Terminated Without Cause” means termination of the
Executive’s employment by WEX other than due to death, disability, or Termination for Cause.



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     iv.    “Resignation” means a termination of the Executive’s employment by the Executive, other
than in connection with a Constructive Discharge.




v.     “Change in Control” means the happening of any of the following events:




(1)    An acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (any of which, a “Person”) resulting in such Person having beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%
or more of either (i) the then-outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (ii) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); excluding,
however, the following: (A) Any acquisition directly from the Company, other than an
acquisition by virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the Company, (B) Any acquisition
by the Company, (C) Any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity controlled by the Company, or (D)
Any acquisition pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of Section VIII(D)(v)(3);or




(2)    A change in the composition of the board of directors of the Company (the
“Board”) such that the individuals who, as of the Effective Date, constitute the Board
(such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, for purposes
of this definition, that any individual who becomes a member of the Board subsequent to
the Effective Date, whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of those individuals who
are members of the Board and who were also members of the Incumbent Board (or deemed to
be such pursuant to this proviso) shall be considered as though such individual were a
member of the Incumbent Board; but, provided further, that any such individual whose
initial assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board shall not be so considered as
a member of the Incumbent Board; or




(3)    Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the acquisition
of shares or assets of another company (“Corporate Transaction”); excluding, however,
such a Corporate Transaction pursuant to which (i) all or substantially all of the
individuals and entities who are the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities immediately
prior to such Corporate Transaction will beneficially own, directly or indirectly, more
than 50% of, respectively, the outstanding shares of common stock (or equity
interests), and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors (or equivalent governing body,
if applicable), as the case may be, of the entity resulting from such Corporate
Transaction (including an entity which as a result of such transaction owns the Company
or all or substantially all of the Company’s



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assets either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Corporate Transaction, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (ii) no Person (other than the Company, any employee benefit plan (or related trust) of
the Company or such entity resulting from such Corporate Transaction) will beneficially
own, directly or indirectly, 50% or more of, respectively, the outstanding shares of common
stock (or equity interests) of the entity resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such corporation entitled to
vote generally in the election of directors (or equivalent governing body, if applicable)
except to the extent that such ownership existed prior to the Corporate Transaction, and
(iii) individuals who were members of the Incumbent Board will constitute at least a
majority of the members of the board of directors (or equivalent governing body, if
applicable) of the entity resulting from such Corporate Transaction; or




(4)    The approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.



              E. Conditions to Payment.  All payments due to the Executive under this Section VIII
shall be made as soon as practicable in
accordance with Section VIIIA; provided, however,
that such payments, shall be subject to, and contingent upon, the execution by the Executive (or
his beneficiary or estate) of a release of any and all claims against WEX and its affiliates in
such reasonable form and substance adopted by WEX; provided further that such release shall not
waive, release or limit any rights the Executive has, or may have, to indemnification under the
Articles or Certificate of Incorporation, Bylaws, or other corporate governance documents of WEX to
the extent arising out of claims asserted other than by the company or its affiliates, or under
applicable law, or any coverage or rights to coverage the Executive may have under insurance
maintained by WEX relating to the Executive’s actions on behalf of WEX within the scope of and
during the course of his employment with WEX. The Company will provide Executive with a copy of
such release not later than 21 days (45 days if Executive’s termination is part of an exit
incentive or other employment termination program offered to a group or class of employees) before
Executive’s termination of employment. Executive shall deliver the executed release to the Company
not later than eight days before the payment date provided in Section VIIIA for termination
payments to be made under this Agreement which are subject to 409A. The payments due to the
Executive under this Section VIII shall be in lieu of any other severance benefits otherwise
payable to the Executive under any severance plan of WEX or its affiliates and/or any other
agreement or arrangement. Nothing herein shall be construed as limiting the Executive’s
entitlement to any other vested accrued benefits to which he (or his estate if applicable) is then
entitled under WEX’s applicable employee benefit plans, including without limitation any disability
or life insurance plan benefits which may become payable. Any payments made under this agreement shall
be compliant with IRS code 409A including the timing of such payments.




SECTION VIIIA

OTHER TERMS RELATING TO TERMINATION OF EMPLOYMENT PAYMENTS;

REIMBURSEMENTS; SECTION 409A EXEMPTIONS; DELAYED PAYMENTS UNDER

SECTION 409A




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     A.    Time of Payment. Amounts payable under Section VIII following Executive’s
termination of employment, other than those expressly payable on a deferred basis, will be paid in
the payroll period next following the payroll period in which termination of employment occurs
except as otherwise provided in this Section VIIIA. Payment of any amount by reason of Executive’s
termination of employment shall be made no later than the last day of Executive’s second taxable
year following Executive’s taxable year in which the termination occurs.



     B.    Reimbursements. Any reimbursements made or in-kind benefits provided under this Agreement
shall be subject to the following conditions:




        i.    the amount of expenses eligible for reimbursement or in-kind benefits
provided in
any one taxable year of Executive shall not affect the amount of expenses eligible for
reimbursement or in-kind benefits provided in any other taxable year of Executive;




        ii.    the reimbursement of any expense shall be made no later than the last
day of
Executive’s taxable year following Executive’s taxable year in which the expense was
incurred (unless this Agreement specifically provides for reimbursement by an earlier date);




        iii.   the right to reimbursement of an expense or payment of an in-kind benefit
shall
not be subject to liquidation or exchange for another benefit.



     C.    Short-Term Deferral Exemption. It is intended that payments made under this
Agreement due to Executive’s termination of employment that are not otherwise subject to Section
409A of the Internal Revenue Code (“409A”) which are paid on or before the 15th day of
the third month following the end of Executive’s taxable year in which his termination of
employment occurs shall be exempt from compliance with 409A pursuant to the exemption for
short-term deferrals set forth in Section 1.409A-1(b)(4) of the Treasury Regulations
(“Regulations”).



     D.    Separation Pay Exemption. It is intended that payments made under this Agreement
due to Executive’s Without Cause Termination or Constructive Discharge that are not otherwise
subject to 409A which do not exceed two times the lesser of (a) the Executive’s annualized
compensation (determined in accordance with the Regulations) or (b) the maximum amount that may be
taken into account under Section 401(a)(17) of the Code ($230,000245,000 for 20098) shall be exempt from
compliance with 409A pursuant to the exemption for separation pay set forth in Section
1.409A-1(b)(9) of the Regulations.



     E.    Six-Month Delay for Specified Employees. Anything in this Agreement to the
contrary notwithstanding, payments to be made under this Agreement upon termination of Executive’s
employment which are subject to 409A (“409A Payments”) shall be delayed for six months following
such termination of employment if Executive is a Specified Employee as defined below on the date of
termination of employment. Any 409A Payment due within such six-month period shall be delayed to
the end of such six-month period.



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       i.    The Company will adjust the 409A Payment to reflect the deferred payment date
by
multiplying the payment or reimbursement by the product of the six-month CMT Treasury Bill
annualized yield rate as published by the U.S. Treasury for the date on which such payment
or reimbursement would have been made but for the delay multiplied by a fraction, the
numerator of which is the number of days by which such payment or reimbursement was delayed
and the denominator of which is 365.




       ii.    The Company will make the adjusted 409A Payment at the beginning of the
seventh
month following Executive’s termination of employment. Notwithstanding the foregoing, if
calculation of the amounts payable by any payment date specified in this Subsection E is not
administratively practicable due to events beyond the control of Executive (or Executive’s
beneficiary or estate) and for reasons that are commercially reasonable, payment will be
made as soon as administratively practicable in compliance with 409A and the Regulations
thereunder. In the event of Executive’s death during such six-month period, payment will be
made in the payroll period next following the payroll period in which Executive’s death
occurs.




        iii.   “Specified Employee”. For purposes of this Agreement, a
“Specified Employee”
shall mean an employee of the Company who satisfies the requirements for being designated a
“key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to
Section 416(i)(5) of the Code at any time during a calendar year, in which case such
employee shall be considered a Specified Employee for the twelve-month period beginning on
the first day of the fourth month immediately following the end of such calendar year.
Notwithstanding the foregoing, all employees who are nonresident aliens during an entire
calendar year are excluded for purposes of determining which employees meet the requirements
of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of
the Code for such calendar year. The term “nonresident alien” as used herein shall have the
meaning set forth in Regulations Section 1.409A-1(j). In the event of any corporate spinoff
or merger, the determination of which employees meet the requirements of Section
416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code
for any calendar year shall be determined in accordance with Regulations Section
1.409A-1(i)(6).



SECTION IX

OTHER DUTIES OF THE EXECUTIVE

DURING AND AFTER THE PERIOD OF EMPLOYMENT




            A.   Cooperation with Legal Claims. The Executive will, with reasonable notice during or after
the Period of Employment, furnish information as may be in his possession and reasonably cooperate
with WEX and its affiliates as may reasonably be requested in connection with any claims or legal
action in which WEX or any of its affiliates is or may become a party. The foregoing shall not
unreasonably interfere with the Executive’s duties to any successor employer and the Company shall
reimburse the Executive for any reasonable expenses incurred for providing such assistance.




            B.   Protection of Confidential Information.




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            i.   Acknowledgement. The Company and the Executive acknowledge that the services to
be performed by the Executive under this Agreement are unique and extraordinary and that, as a
result of the Executive’s employment, the Executive will be in a relationship of confidence and
trust with the Company and will come into possession of Confidential Information (as defined
below) that is (1) owned or controlled by the Company, (2) in the possession of the Company and
belonging to third parties or (3) conceived, originated, discovered or developed, in whole or in
part, by the Executive. “Confidential Information” means trade secrets and other
confidential or proprietary business, technical, personnel or financial information, whether or
not the Executive’s work product, in written, graphic, oral, electronic or other tangible or
intangible forms, including specifications, samples, records, data, computer programs, drawings,
diagrams, models, customer names, business or mailing addresses, ID’s or e-mail addresses,
business or marketing plans, studies, analyses, projections and reports, communications by or to
attorneys (including attorney-client privileged communications), memos and other materials
prepared by attorneys or under their direction (including attorney work product), and software
systems and processes. Any Confidential Information that is not readily available to the public
shall be considered to be a trade secret and confidential and proprietary, even if it is not
specifically marked as such, unless the Company advises the Executive otherwise in writing.




            ii.   Nondisclosure. The Executive agrees that the Executive will keep the Confidential
Information in strictest confidence and trust, and will not, without the prior written consent of
the Company, directly or indirectly, use or disclose Confidential Information to any person,
during or after the Executive’s employment, except as may be necessary in the ordinary course of
performing the Executive’s duties under this Agreement. This Section IX(B) shall apply
indefinitely, both during and after the Period of Employment.




            iii.  Surrender Upon Termination. The Executive agrees that in the event of the
termination of the Executive’s employment for any reason, at any time, the Executive will
immediately deliver to the Company all property belonging to the Company, including documents and
materials of any nature pertaining to the Executive’s work with the Company, and will not take
with the Executive any documents or materials of any description, or any reproduction thereof of
any description, containing or pertaining to any Confidential Information. It is understood that the Executive is free to use information that is in the public
domain, but not as a result of a breach of this Agreement.




            C.   Restrictions.




            i.     During the Period of Employment and for the Post Termination Period thereafter
(collectively, the “Restricted Period”), the Executive will not knowingly use his status with WEX
or any of its affiliates to obtain loans, goods or services from another organization on terms that
would not be available to him in the absence of his relationship to WEX or any of its affiliates.
The Post Termination Period means a period of: (a) two (2) years following the Executive’s
termination of employment if, in connection with such termination, the Executive receives a
severance under Sections VIII(A) or VIII (B) of this Agreement; or (b) one (1) year following the
Executive’s termination in all other cases, irrespective of the cause, manner or time of such
termination.




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            ii.     During the Restricted Period, the Executive will not make any statements or perform
any
acts intended or reasonably calculated to advance the interest of any existing or prospective
Competing Enterprise or in any way to injure the interests of or disparage WEX or any of its
affiliates.




            iii.    During the Restricted Period, the Executive, without prior express written approval by
the Board, will not become employed by, render services to or directly or indirectly (whether for
compensation or otherwise) own or hold a proprietary interest in, manage, operate, or control, or
join or participate in the ownership, management, operation or control of, or furnish any capital
to or be connected in any manner with, any Competing Enterprise.




            iv.    For purposes of this Section IX, a “Competing Enterprise” means any entity,
organization
or person engaged, or planning to become engaged, in substantially the same or similar business to
that being conducted or actively and specifically planned to be conducted within the Restricted
Period by WEX or its subsidiaries, owned or controlled. It includes, without limitation: (i) the
business of developing, managing, operating, marketing, processing, financing, or otherwise being
involved in providing any products or services for the benefit of or use by commercial vehicle or
aviation fleets through charge cards, credit cards, procurement cards or any other form of payment
services or electronic commerce; (ii) the sale, distribution or publication of petroleum product
pricing or management information or other products or services currently sold or contemplated to
be sold by WEX or any of its owned or controlled subsidiaries, and (iii) the business of
developing, managing, operating, marketing, processing, financing, or otherwise being involved in
providing commercial travel, entertainment and purchasing credit cards. The restrictions in this
Section shall not be construed to prevent the Executive from working for a business entity that
does not compete with WEX or its subsidiaries simply because the entity is affiliated with a
Competing Enterprise, so long as the entity is operationally separate and distinct from the
Competing Enterprise and the Executive’s job responsibilities at that entity are unrelated to the
Competing Enterprise. The Executive acknowledges that WEX’s and its subsidiaries’ businesses are
conducted nationally and agrees that the provisions in this paragraph shall operate throughout the
United States.




            v.     During the Restricted Period, the Executive, without express prior written approval
from
the Board, will not solicit any then-current clients, customers or private label, cobrand or
similar strategic partners of WEX or any of its affiliates. In addition, during the Restricted
Period, the Executive, without express prior written approval from the Board, will not discuss with
any employee of WEX or any of its affiliates information related to the operation or potential
operation of any Competing Enterprise.




            vi.    During the Restricted Period, the Executive will not interfere with the employees or
affairs of WEX or any of its affiliates or solicit or induce any person who is an employee of WEX
or any of its affiliates to terminate any relationship such person may have with WEX or any of its
affiliates. In addition, neither the Executive nor any entity he controls or person he employs
shall, during such period, directly or indirectly engage, employ or compensate, any employee of WEX
or any of its affiliates. The Executive hereby represents and warrants that the Executive has not
entered into any agreement, understanding or arrangement with any employee of WEX or any of its
affiliates pertaining to any business in which the Executive has participated or plans to
participate, or to the employment, engagement or compensation of any such employee.




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            vii.    For the purposes of this Agreement, “proprietary interest” means legal or
equitable
ownership, whether through stock holding or otherwise, of an equity interest in a business, firm or
entity or ownership of more than 1% of any class of equity interest in a publicly-held company and
the term “affiliate” will include without limitation all subsidiaries of WEX.




            D.    The Executive hereby acknowledges that damages at law may be an insufficient remedy to WEX
if the Executive violates the terms of this Agreement and that WEX will be entitled, upon making
the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent
jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants
contained in this Section IX without the necessity of showing any actual damage or that monetary
damages would not provide an adequate remedy. Such right to an injunction will be in addition to,
and not in limitation of, any other rights or remedies WEX may have. Without limiting the
generality of the foregoing, neither party will oppose any motion the other party may make for any
expedited discovery or hearing in connection with any alleged breach of this Section IX.




            E.     The Executive agrees that the restrictions contained in this Section IX are an
essential
element of the compensation the Executive is granted hereunder and but for the Executive’s
agreement to comply with such restrictions, WEX would not have entered into this Agreement




SECTION X

DIRECTORS AND OFFICERS INSURANCE




            WEX will indemnify the Executive to the fullest extent permitted by the laws of the state of
WEX’s incorporation in effect at that time, or the certificate of incorporation and by-laws of WEX,
whichever affords the greater protection to the Executive. WEX will maintain D&O insurance for the
Executive on a basis no less favorable than it maintains for other officers of WEX.




SECTION XI 
MITIGATION




            The Executive will not be required to mitigate the amount of any payment provided for
hereunder by seeking other employment or otherwise, nor will the amount of any such payment be
reduced by any compensation earned by the Executive as the result of employment by another employer
after the date the Executive’s employment hereunder terminates or by offset against any amount
claimed to be owed by the Executive to WEX, or otherwise. The parties’ respective obligations
hereunder shall be absolute and unconditional and shall not be affected by any circumstances,
including without limitation any setoff, counterclaim, recoupment, defense or other right which the
other party hereto may have.




SECTION XII

WITHHOLDING TAXESTAXATION




            The Executive acknowledges and agrees that WEX may directly or indirectly withhold from any
payments under this Agreement all federal, state, city or other taxes that will be required
pursuant to any law or governmental regulation.  Anything in this Agreement to the




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contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a
manner consistent with the requirements of Section 409A of the Code and the Regulations so as not
to subject Executive to the payment of any tax or interest which may be imposed under such
section, and the Company shall have no right to accelerate or make any payment under this
Agreement to the extent such action would subject Executive to the payment of any tax or interest
under such section. If all or a portion of the benefits and payments provided under this
Agreement constitute taxable income to Executive for any taxable year that is prior to the
taxable year in which such payments and/or benefits are to be paid to Executive, as a result of
the Agreement’s failure to comply with the requirements of Section 409A of the Code and the
Regulations, the applicable payment or benefit shall be paid immediately to Executive to the
extent such payment or benefit is required to be included in income.




            In the event it shall be determined that any payment or distribution of any type by WEX or
its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would
be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties
with respect to such excise tax (such excise tax, together with any such interest and penalties,
are collectively referred to as the “Excise Tax”), then WEX shall, within thirty days following
the Executive’s incurrence thereof, pay the Executive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Total Payments.




            Anything in this section to the contrary notwithstanding, any Gross-Up Payment to be made
hereunder shall be subject to such delay in payment as may apply under Section VIIIA of this
Agreement in the event that such payment is made in connection with the Executive’s termination
of employment and is subject to Section 409A of the Code.




SECTION XIII

EFFECT OF PRIOR AGREEMENTS




            This Agreement will supersede any prior employment agreement between the Executive on the one
hand, and WEX (or any of its affiliates or parents) on the other hand (including without limitation
the Employment Agreement dated February 1, 2005, the Employment Agreement dated March 24,1998 and
all amendments thereto), and any such prior employment agreement will be deemed terminated without
any remaining obligations of either party thereunder, provided that nothing in this Agreement will
supersede, modify or vitiate any obligation of Cendant Corporation or Executive to each other
pursuant to the Employment Agreement dated February 1, 2005.




SECTION XIV

CONSOLIDATION, MERGER OR SALE OF ASSETS




            Nothing in this Agreement will preclude WEX from consolidating or merging into or with, or
transferring all or substantially all of its assets to, another corporation that assumes this
Agreement and all obligations and undertakings of WEX hereunder. Upon such a consolidation, merger
or sale of assets the term “WEX” will mean the other corporation and this Agreement will continue
in full force and effect.




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SECTION XV

MODIFICATION: WAIVER




            This Agreement may not be modified or amended except in writing signed by the parties. No term
or condition of this Agreement will be deemed to have been waived except when waived in writing by
the party charged with waiver. A waiver will operate only as to the specific term or condition
waived and will not constitute a waiver for the future or have any impact on anything other than
that which is specifically waived.




SECTION XVI

GOVERNING LAW




            This Agreement has been executed and delivered in the State of Maine and its validity,
interpretation, performance and enforcement will be governed by the internal laws of that state.




SECTION XVII

ARBITRATION




            A.   Any controversy, dispute or claim arising out of or relating to this Agreement or the
breach hereof which cannot be settled by mutual agreement (other than with respect to the matters
covered by Section IX for which WEX may, but will not be required to, seek injunctive relief) will
be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not
applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will
deliver a written notice to the other party setting forth the specific points in dispute. Any
points remaining in dispute twenty (20) days after the giving of such written notice may be
submitted by either party, upon ten (10) days prior written notice to the other party, to
arbitration in Portland, Maine, to the American Arbitration Association, before a single arbitrator
appointed in accordance with the arbitration rules of the American Arbitration Association,
National Rules for the Resolution of Employment Disputes, modified only as herein expressly
provided. The arbitrator may enter a default decision against any party who fails to participate in
the arbitration proceedings.




            B.   The decision of the arbitrator on the points in dispute will be final and binding, and
judgment on the award may be entered in any court having jurisdiction thereof.




            C.   Except as otherwise provided in this Agreement, the arbitrator will be authorized to
apportion his/her fees and expenses as the arbitrator deems appropriate. In the absence of any
such apportionment, the fees and expenses of the arbitrator will be borne equally by each party,
and each party will bear the fees and expenses of its or his own attorney.




            D.   The parties agree that this Section XVII has been included to rapidly and inexpensively
resolve any disputes between them with respect to this Agreement, and that this Section XVII will
be grounds for dismissal of any court action commenced by either party with respect to this
Agreement, other than post-arbitration actions seeking to enforce an arbitration award, or matters
covered by Section IX. In the event that any court determines that this arbitration procedure is
not binding, or otherwise allows any litigation regarding a dispute, claim,




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or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and
all right to a trial by jury in or with respect to such litigation and do hereby consent to the
jurisdiction of the appropriate court within the State of Maine.




            E.   The parties will keep confidential, and will not disclose to any person, except as may be
required by law, the existence of any controversy hereunder, the referral of any such controversy
to arbitration or the status or resolution thereof.




SECTION XVIII

SURVIVAL




            Sections IX, X, XI, XII, XIV and XVII will continue in full force in accordance with their
respective terms notwithstanding any termination of the Period of Employment.




SECTION XIX

SEPARABILITY




            All provisions of this Agreement are intended to be severable. In the event any provision or
restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in
part, such finding will in no way affect the validity or enforceability of any other provision of
this Agreement. The parties hereto further agree that any such invalid or unenforceable provision
will be deemed modified so that it will be enforced to the greatest extent permissible under law,
and to the extent that any court of competent jurisdiction determines any restriction herein to be
unreasonable in any respect, such court may limit this Agreement to render it reasonable in the
light or the circumstances in which it was entered into and specifically enforce this Agreement as
limited.




            IN WITNESS WHEREOF, the undersigned have executed this Agreement this 31st day of December,
2008, and effective as of the date first above written.




	 	 	 	 	 
	 	 	WRIGHT EXPRESS CORPORATION

 	 
	 	  	     /s/ Robert Cornett
 	 
	 	 	By:	Robert C. Cornett 	 
	 	 	Title:  	SVP Human Resources 	 
	 
	 
	 	 	MICHAEL E. DUBYAK

 	 
	 	  	     /s/ Michael Dubyak
 	 
	 	 	 	 
	 	 	 	 
	 




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