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    November 21, 2016    David Cooper     Dear Dave,    On behalf of WEX Inc. (WEX or the Company), I am pleased to offer you executive employment with  the Company. This offer is contingent upon successful completion of a background investigation and 1- 9 verification. Following is a summary of WEX lnc.'s offer of employment. I look forward to having you  join our team!    Start Date Your employment will commence on or about December 14th, or a mutually  agreed upon date.    Title/Position: You will be employed to serve on a full-time basis as Chief Technical Officer and  Senior Vice President, reporting to the Chief Executive Officer.    Base Salary: Your base salary will be $11,538.46 per bi-weekly pay period (not less than  $300,000.00 on an annualized basis), less applicable taxes and withholdings.  Your base salary will be subject to annual reviews, typically conducted around  March, which may result in increases of the base salary as the Board of Directors  of the Company shall determine in its discretion.    Annual Incentive: You will be eligible to participate in the Company's Short-Term Incentive Bonus  Program (STIP). Your target bonus will be at 45% of base salary at target  performance (pro-rated based on date of employment), with opportunity range  from O - 200% based on achievement of annual Strategic Objectives (as  determined by the Company in its sole discretion). STIP payouts typically occur  in March of each year, provided you are an active employee at the time of  payment.    Equity: Subject to approval of the Board, you will be granted a sign-on equity award of  restricted stock units with a value of $300,000 (the "Sign-On RSU Award") as  soon as practicable after the Start Date and in accordance with the Company's  equity awards process. The Sign-On RSU Award will cliff vest on the 3-year  anniversary date of the grant, and will be subject to the terms and conditions in  





 






the restricted stock unit agreement you will be required to execute to effectuate  the grant.    In addition, you will be eligible to participate in the Company's Long Term  Incentive Plan program, with an annual target award of 1.25 x base. Annual  equity awards, which are typically granted in March of each year, are currently  allocated as follows: 60% performance-based restricted stock units (PSUs), 20%  restricted stock units (RSUs), 20% stock options. RSU’s and options presently  vest ratably over a 3-year period; PSU’s vest 0, 50%, 50%.     Relocation: The Company has agreed to pay a lump sum of $20,000.00 to cover a relocation  reimbursement obligated through your present employer. This payment will be  grossed up for tax purposes.    You will be expected to relocate to the South Portland, ME area no later than  April, 2017. You will receive a relocation package pursuant to the terms of the  WEX relocation program, which is managed by Cartus (see separate  attachment}. If you voluntarily resign without Good Reason or are terminated for  Cause before the 12-month anniversary of your Start Date, you agree to repay  100% of the Relocation Benefits to WEX, and if you voluntarily resign without  Good Reason or are terminated for Cause between 12 and 18 months following  your Start Date, you agree to repay 50% of the Relocation Benefits to WEX. For  the avoidance of doubt, no Relocation Benefits will need to be repaid if you  resign or are terminated on or after the 18-month anniversary of your Start Date.  Any Relocation Benefits to be repaid to WEX pursuant to this provision shall be  due and payable within 1O days following your termination date.    Paid Time Off (PTO): 23 days annually (Pro-rated based on date of employment, and accruing ratably  with each month of employment} and to be taken at such times as the Company  shall approve.    Other Benefits: Except as otherwise set forth in this letter, you will be eligible to participate in any  benefit programs that the Company establishes and makes available to its  employees from time to time, provided you are eligible under (and subject to all  provisions of) the plan documents governing those programs. Eligibility date for  health and welfare benefits is the first of the new month following your start date.  See the Summary of Benefits document for information on our benefits plans.  Benefit enrollment occurs through Fusion (HR System}. You will receive your  Fusion log-in credentials within a week of your start date. You will have 30 days  from your start date to complete your benefit elections. The benefit programs  made available by WEX, and the rules, terms and conditions for participation in  such benefit plans, may be changed by the Company at any time without  advance notice.    At-Will Employment: This letter shall not be construed as an agreement, either expressed or implied,  to employ you for any stated term and shall in no way alter WEX's policy of  employment at will, under which both you and the Company remain free to  terminate the employment relationship, with or without cause, at any time, with or  without notice. Although your job duties, title, compensation, and benefits, as well  as the Company's personnel policies and procedures, may change from time to  time, the 'at-will" nature of your employment may only be changed by a written  





 






agreement signed by you and the CEO which expressly states the intention to  modify the at-will nature of your employment.    As a condition of your employment, you certify to the Company that you are free to enter into and fully  perform the duties of your position and that you are not subject to any injunction, order or employment,  confidentiality, assignment of inventions, non-competition or other agreement that would restrict your  employment with or performance of your duties for the Company. If you are subject to any such  agreement, injunction or order, please forward it to Jenifer.Rinehart@wexinc.com. HYPERLINK  "mailto:Jenifer.Rinehart@wexinc.com" You further certify and agree that you are not in breach of, and  that you will honor the terms of, all agreements between you and any prior employer, and that you will  not use or disclose any proprietary information or intellectual property of any third party in the creation  of any intellectual property or the performance of any services for the Company.    You will receive an electronic Welcome Letter from Taleo Onboarding. Please follow the instructions in  the letter to compete our onboarding process prior to your first day of employment.    In an effort to assist you with your acclimation to WEX, we have designed a New Employee Orientation  "NEO' program. The program's agenda consists of introduction, company policies, and various other  topics applicable to your employment here at WEX.    Please be advised that this offer does not constitute a contract of employment for any particular term  and that compensation and benefit programs may be changed at any time at the Company's discretion.    We are confident you will make significant contributions as a member of our Executive Leadership  Team and look forward to the opportunity to work with you. To accept this offer, please sign this letter  and return to me. This offer will remain valid until December 2, 2016. In the meantime, if you have any  questions regarding this offer, please do not hesitate to contact me at 207-523-7730.    We look forward to having you join us at WEX.    /s/ Jenifer L. Rinehart    Jenifer L. Rinehart  Senior Vice President, Human Resources 207-523-7730    My signature below indicates that I received, agree and accept the terms of my at-will employment by  the Company, as outlined above.    /s/ David Cooper    David Cooper  Date: 11/22/16