EX-10.1






WRIGHT EXPRESS CORPORATION




SEPARATION AGREEMENT




This Separation Agreement (the “Agreement”) dated as of October 23, 2007 (the “Effective
Date”) is between Wright Express Corporation, a Delaware corporation (“WEX”), and Tod A. Demeter
(the “Executive”).



WHEREAS, WEX and the Executive are parties to an Employment Agreement made as of
October 28, 2005 (the “Employment Agreement”); and



WHEREAS, WEX and the Executive wish to set forth herein the terms upon which the Executive
will, on an amicable basis, separate from WEX.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:



1. Cessation of Employment.



(a) The Executive shall, and hereby does, resign as an employee of WEX and all of its
subsidiaries, on December 3, 2007 (the “Separation Date”).



(b) After the Separation Date, the Executive shall cease to be employed by WEX, or any of its
subsidiaries.



2. Compensation and Benefits.



(a) During the period from the Effective Date to the Separation Date, WEX shall continue to
pay the Executive his base salary at the rate currently in effect, in accordance with WEX’s normal
payroll practices.



(b) WEX shall pay to the Executive, as severance, the total sum of $230,000, in equal
installments not less frequently than once per month. Such payments shall commence on December 14,
2007 and shall be completed prior to March 15, 2008.



(c) The Restricted Stock Units (“RSUs’) and the Performance-Based Restricted Share Units
(“PSUs”) granted to the Executive under WEX’s 2005 Equity and Incentive Plan (the “Plan”) shall be
treated as follows:



(i) The 3,333 RSUs granted pursuant to the Award Agreement dated as of February 22, 2005
between WEX and the Executive (the “Founder’s Grant Award Agreement”) that were scheduled to vest
on February 22, 2008 shall become vested and shall be paid on February 22, 2008 in accordance with
and subject to the terms of the Founder’s Grant Award Agreement. The remaining unvested RSUs
granted pursuant to the Founder’s Grant Award Agreement shall automatically terminate on the
Separation Date.



(ii) The 813 RSUs and 813 PSUs granted pursuant to the Award Agreement dated as of
March 31, 2006 that were scheduled to vest on March 31, 2008 shall become vested and shall be paid
on March 31, 2008 in accordance with and subject to the terms of the 2006 Award Agreement. The
remaining unvested RSUs and PSUs granted pursuant to the 2006 Award Agreement shall automatically
terminate on the Separation Date.



(iii) The 948 RSUs and 948 PSUs granted pursuant to the Award Agreement dated as of
March 30, 2007 that were scheduled to vest on March 30, 2008 shall become vested and shall be paid
on March 30, 2008 in accordance with and subject to the terms of the 2007 Award Agreement;
provided, however, that such PSUs shall then become vested only to the extent WEX
achieves the performance targets set forth in the Executive’s 2007 Long-Term Incentive Program
Award Agreement. The remaining unvested RSUs and PSUs granted pursuant to the 2007 Award Agreement
shall automatically terminate on the Separation Date.



This treatment of RSU and PSU grants is contingent upon the Executive’s active support of a smooth
transition of knowledge and duties to his successor, including being reasonably available to answer
questions and provide information regarding WEX IT systems. In addition, the Executive will be
reasonably available to the CEO and others to effectuate a smooth transition of duties for four
months after the Separation Date. The foregoing shall not unreasonably interfere with the
Executive’s duties to any successor employer or to self employed contract work.



(d) The Executive shall, until the Separation Date, continue to participate in WEX’s employee
benefit plans offered generally to employees on the same basis as the Executive currently
participates in such plans.



(e) The Executive shall be paid for all accrued and unused paid time off as of the Separation
Date. Executive acknowledges that, after the Separation Date, he may elect to continue certain
benefits at his own cost through the federal law known as COBRA.



(f) The Executive may continue, until February 29, 2008, to use the automobile and until March
31, 2008 to use the AYCO financial counseling program made available to him by WEX on the same
terms such use is currently being made available to the Executive.



(g) Following the Separation Date, there shall be distributed to the Executive all amounts
deferred by the Executive pursuant to the WEX Executive Deferred Compensation Plan, in accordance
with the election he has previously made under such plan.



3. Release. In consideration of the benefits provided under this Agreement, and as a
condition to receipt of the benefits herein, the Executive shall sign and deliver to WEX a General
Release in the form attached hereto as Exhibit A (the “General Release”).



4. Employment Agreement. As of the Effective Date, the Employment Agreement shall
terminate and be of no further force or effect in any respect; provided, however,
that (a) the provisions of Section IX shall survive and shall remain in full force and effect in
accordance with their terms, (b) if the Executive’s employment with WEX terminates prior to the
Separation Date due to a Termination for Cause (as defined in the Employment Agreement), then, at
the election of WEX, this Agreement shall be null and void in all respects and the Executive’s
rights upon such termination shall be governed by the terms of the Employment Agreement, (c) if the
Executive does not execute the General Release within 21 days of the Effective Date or revokes the
General Release within the seven-day period contained therein, WEX’s obligations under Paragraph 2
of this Agreement shall be null and void.



5. General.



(a) This Agreement and the General Release contain and constitute the entire understanding and
agreement between the parties hereto with respect to the cessation of employment of the Executive
with WEX and the payment of benefits in connection therewith, and supersedes all previous oral and
written negotiations, agreements, commitments, and writings in connection therewith (except as
expressly set forth in Section 4 above). The payments and benefits due to the Executive under this
Agreement are in lieu of any other severance benefits payable to Executive under any severance plan
or policy of WEX or its affiliates or any other agreement or arrangement.



(b) The Executive will not be required to mitigate the amount of any payment provided for
hereunder by seeking other reemployment 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 with WEX terminates.



(c) 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. It is the intention of the parties that all
payments under this Agreement which are subject to Section 409A of the Internal Revenue Code shall
be administered in order to avoid the imposition of any increase in the tax due in accordance with
Section 409A(a)(1)(B) and the terms of this Agreement shall be further amended as necessary in
order to avoid such increase on tax.



(d) 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.



(e) 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.



(f) 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.



6. Voluntary Assent. The Executive affirms that no other promises or agreements of any
kind have been made to or with him by any person or entity whatsoever to cause him to sign this
Agreement, and that he fully understands the meaning and intent of this Agreement. The Executive
states and represents that he has had an opportunity to fully discuss and review the terms of this
Agreement with an attorney. The Executive further states and represents that he has carefully read
this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms
and conditions hereof, and signs his name of his own free act.



7. Indemnification. From and after the date hereof, WEX shall continue to indemnify the
Executive pursuant and subject to the provision of the Articles or Certificate of Incorporation,
Bylaws or other corporate governance documents of WEX, as they are amended from time to time.



IN WITNESS WHEREOF, the undersigned have executed this Agreement as of December 3, 2007.




WRIGHT EXPRESS CORPORATION



	 	 	 
	By:

	 	/s/ Michael D. Dubyak
	
 
	 	 
	
 
	 	Michael E. Dubyak







	 	 	Title: President and Chief Executive Officer






/s/ Tod A. Demeter




	 	 	Tod A. Demeter




1









GENERAL RELEASE




WRIGHT EXPRESS Corporation (the “Company”), and TOD A. DEMETER (hereinafter collectively with
his heirs, executors, administrators, successors and assigns, “Employee”), mutually desire to enter
into this General Release and agree that:



The terms of this General Release and the Separation Agreement dated as of November 30, 2007
between the Company and Employee (the “Separation Agreement”) are the products of mutual
negotiation and compromise between Employee and the Company; and



The meaning, effect and terms of this General Release and the Separation Agreement have been
fully explained to Employee; and



Employee is hereby advised, in writing, by the Company that he should consult with an attorney
prior to executing this General Release and the Separation Agreement; and



Employee is being afforded at least twenty-one (21) days to consider the meaning and effect of
this General Release and the Separation Agreement.  To the extent that the terms of the General
Release and Separation Agreement have been amended after the Agreement was first given to Employee
to consider, the parties agree that said changes, whether material or immaterial, were made at the
request and for the benefit of Employee and do not restart the running of the 21 day period; and 



Employee understands that he may revoke this General Release and the Separation Agreement for
a period of seven (7) calendar days following the day he executes this General Release and said
General Release shall not become effective or enforceable until the revocation period has expired
and no revocation has occurred. Any revocation within this period must be submitted, in writing,
to the Senior Vice President of Human Resources and state, “I hereby revoke my acceptance of your
General Release and the Separation Agreement.” Said revocation must be personally delivered to the
Senior Vice President of Human Resources, or mailed to the Senior Vice President of Human Resources
and postmarked within seven (7) calendar days of execution of this General Release; and



Employee has carefully considered other alternatives to executing this General Release.



THEREFORE, Employee and the Company, for the full and sufficient consideration set forth in
the Separation Agreement, agree as follows:



1. Employee shall not be entitled to receive any payments or benefits under the Separation
Agreement if the Company has determined that, either prior or within one year subsequent to the
Separation Date, Employee has (a) misappropriated or improperly used or disclosed any confidential
or proprietary information of the Company; (b) failed to comply with any material contractual
obligations to the Company; (c) solicited for hire away from the Company, any current Company
Employee(s), absent the Company’s consent; or (d) taken any action which is substantially inimical
or detrimental to the interests of the Company.



2. Employee, of his own free will knowingly and voluntarily releases and forever discharges the
Company, its affiliates, subsidiaries, divisions, successors and assigns and the employees,
officers, directors and agents thereof (collectively referred to throughout this Agreement as the
“Released Parties”), of and from any and all actions or causes of action, suits, claims, charges,
complaints, promises, demands and contracts (whether oral or written, express or implied from any
source), or any nature whatsoever, known or unknown, suspected or unsuspected, which Employee or
Employee’s heirs, executors, administrators, successors or assigns ever had, now have or hereafter
can, shall or may have against the Released Parties by reason of any matter, cause or thing
whatsoever arising from the beginning of time to the time Employee executes this General Release or
the Separation Agreement, with the exception of any claim to enforce the terms of this General
Release or the Separation Agreement (or any payment or benefits required to be provided to Employee
pursuant to the Separation Agreement), including, but not limited to:



(a) any and all matters arising out of his employment by the Company or any of the Released
Parties and the cessation of said employment, and including, but not limited to, any claims for
salary, bonuses, severance pay, or vacation pay, any alleged violation of the National Labor
Relations Act, any claims for discrimination of any kind under the Age Discrimination in Employment
Act of 1967 as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights
Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee
Retirement Income Security Act of 1974 (except for vested benefits which are not affected by this
agreement), the Americans With Disabilities Act of 1990, the Fair Labor Standards Act, the
Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the
Federal Family and Medical Leave Act; and



(b) The Maine Equal Pay Law; Maine Human Rights Act; Maine Labor Relations Act, AIDS Tests
Law; Occupational Safety and Health Laws; Sexual Harassment Policies Law; Smokers’ Rights Law;
Family Medical Leave Act; Leave for Reserve Training; Wage and Hour Laws; Wage Payment Laws; “Jury
Duty” provision; “Whistleblowers’ Protection Act; Substance Abuse Testing Law; Employment Leave
for Victims of Violence; Maine’s Severance Pay Act, “Smoking Restrictions in Public Areas:
Retaliation Prohibited” provision; “Workplace Smoking Restrictions: Retaliation Prohibited”
provision; and



(c) any other federal, state or local civil or human rights law, or any other alleged
violation of any local, state or federal law, regulation or ordinance, and/or public policy,
implied or expressed contract, fraud, negligence, estoppel, defamation, infliction of emotional
distress or other tort or common-law claim having any bearing whatsoever on the terms and
conditions and/or cessation of his employment with the Company including, but not limited to, any
allegations for costs, fees, or other expenses, including reasonable attorneys’ fees, incurred in
these matters.



3. Employee also acknowledges that he does not have any current charge, complaint, grievance or
other proceeding against the Released Parties or any Released Party pending before any local, state
or federal agency regarding his employment.



4. Employee agrees not to disclose, either directly or indirectly, any information whatsoever
regarding the existence or substance of this General Release or the Separation Agreement. This
nondisclosure includes, but is not limited to, members of the media, present and former Employees
of the Company or any Released Party, and other members of the public, but does not include an
attorney, accountant or representative with whom Employee chooses to consult or seek advice
regarding his consideration of and decision to execute this General Release. This Agreement shall
not be admissible in any proceeding except to enforce the terms herein. Nothing herein shall
preclude the Company from making such disclosures as may be required by law.



5. Employee represents that he has not and agrees that he will not in any way disparage the Company
or any Released Party, their current and former officers, directors and Employees, or make or
solicit any comments, statements, or the like to the media or to others that may be considered to
be derogatory or detrimental to the good name or business reputation of any of the aforementioned
parties or entities. The Company agrees that none of its Executive Officers will disparage
Employee, or make or solicit any comments, statements, or the like to the media or to others that
may be considered derogatory or detrimental to the good name or reputation of the Employee.



6. This General Release is made in the State of Maine and shall be interpreted under the laws of
said State. Its language shall be construed as a whole, according to its fair meaning, and not
strictly for or against either party. Should any provision of this General Release be declared
illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be
enforceable, including the general release language, such provision shall immediately become null
and void, leaving the remainder of this in full force and effect.


Nothing contained herein shall be construed to alter, limit or release any right to indemnification
Executive may have pursuant to applicable law or WEX’s Articles or Certificate of Incorporation,
Bylaws or other corporate governance instruments, or any coverage or rights to coverage Executive
may have under insurance maintained by WEX, relating to actions by Executive on behalf of the
Company within the scope of and during the course of his employment with the Company.



7. Employee agrees that neither this General Release nor the furnishing of the consideration for
this Release shall be deemed or construed at any time for any purpose as an admission by the
Company of any liability or unlawful conduct of any kind, all of which the Company denies.


This Release may not be modified, altered or changed except upon express written consent of both
parties wherein specific reference is made to this General Release.



THE PARTIES HAVE READ AND FULLY CONSIDERED THIS GENERAL RELEASE AND ARE MUTUALLY DESIROUS OF
ENTERING INTO SUCH GENERAL RELEASE. EMPLOYEE UNDERSTANDS THAT THIS DOCUMENT SETTLES, BARS AND
WAIVES ANY AND ALL CLAIMS HE HAD OR MIGHT HAVE AGAINST THE COMPANY; AND HE ACKNOWLEDGES THAT HE IS
NOT RELYING ON ANY OTHER REPRESENTATIONS, WRITTEN OR ORAL, NOT SET FORTH IN THIS DOCUMENT. HAVING
ELECTED TO EXECUTE THIS GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE
THEREBY THE SUMS AND BENEFITS SET FORTH IN THE SEPARATION AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY,
AND AFTER DUE CONSIDERATION, ENTERS INTO THIS GENERAL RELEASE.



IF THIS DOCUMENT AND THE SEPARATION AGREEMENT ARE RETURNED EARLIER THAN 21 DAYS, THEN EMPLOYEE
ADDITIONALLY ACKNOWLEDGES AND WARRANTS THAT HE HAS VOLUNTARILY AND KNOWINGLY WAIVED THE 21 DAY
REVIEW PERIOD, AND THIS DECISION TO ACCEPT A SHORTENED PERIOD OF TIME IS NOT INDUCED BY THE COMPANY
THROUGH FRAUD, MISREPRESENTATION, A THREAT TO WITHDRAW OR ALTER THE OFFER PRIOR TO THE EXPIRATION
OF THE 21 DAYS, OR BY PROVIDING DIFFERENT TERMS TO EMPLOYEES WHO SIGN RELEASES PRIOR TO THE
EXPIRATION OF SUCH TIME PERIOD.



THEREFORE, the parties to this General Release now voluntarily and knowingly execute this
Agreement.




/s/ Tod A. Demeter




	 	 	TOD A. DEMETER






WRIGHT EXPRESS CORPORATION




By: /s/ Michael E. Dubyak

Name:

Title:





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