ex103wexinc2022ltip-perf






ACTIVEUS 192813907v.17 WEX INC. 2022 GRANT PERFORMANCE-BASED RESTRICTED STOCK UNIT  AWARD AGREEMENT THIS AWARD AGREEMENT (“Agreement”) is entered into by and between WEX  Inc., a Delaware corporation (the “Company”), and the Grantee named on the attached  Memorandum (the “Memorandum”), effective as of the Date of Grant set forth on such  Memorandum, pursuant to the terms and conditions of the WEX Inc. Amended and Restated  2019 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 the 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 has been provided to the Grantee and the applicable  terms of such Plan are 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 acknowledgement of this Agreement and  concurrently with and contingent upon the Grantee’s acknowledgement of the Memorandum,  and further subject to the terms and conditions set forth in the Plan and this Agreement,  including without limitation, the Grantee’s agreement to comply with the obligations set forth  in Paragraphs 4 and 5 below, the Company hereby grants the number of Performance-Based  Restricted Stock Units indicated in the Memorandum to the Grantee. Each Performance-Based  Restricted Stock Unit entitles the Grantee, upon vesting, to such number of shares of Common  Stock as is determined pursuant to Schedule 1 based on attainment of performance goals and  continued employment or otherwise as set forth in this Agreement. In accepting this Award, the  Grantee agrees to be bound by any clawback policy that the Company has adopted or may adopt  in the future, to the fullest extent permitted by applicable law. 3. Vesting and Settlement of Performance-Based Restricted Stock Units. (a) Upon the vesting of the Award, as described in this Paragraph, the Company  shall deliver for each Performance-Based Restricted Stock Unit that becomes vested, such  number of shares of Common Stock as is determined pursuant to Schedule 1 based on  attainment of performance goals; provided, however, that the Company shall withhold from the  Grantee at the time of delivery of the Common Stock  the amount that the Company  determines necessary to pay applicable withholding taxes as and to the extent provided in  Paragraph 10 below. Subject to Sub-paragraph 10(c), the Common Stock shall be delivered as  soon as practicable following the Vesting Date or event set forth below, but in any case, within  thirty (30) days after such date or event. 





 






ACTIVEUS 192813907v.17 (b) Subject to Sub-paragraphs 3(c), (d) and (e) and Paragraphs 4 and 5, as set forth  in the Memorandum, the Performance-Based Restricted Stock Units subject to this Award shall  become vested, if at all, on the third anniversary of the Date of Grant (the “Vesting Date”), in a  number that is determined based on achievement of the performance goals set forth in  Schedule 1, so long as the Grantee remains employed with the Company or its subsidiaries  through such Vesting Date and any such vested Performance-Based Restricted Stock Units  shall be settled in accordance with Sub-paragraph 3(a). (c) Notwithstanding Sub-paragraph 3(b), upon the Grantee’s death, (i) if the final  number of Performance-Based Restricted Stock Units that are eligible for vesting is not  determined, the Award shall become immediately vested as to the Target number of  Performance-Based Restricted Stock Units set forth in the Memorandum that have not yet  vested pursuant to Sub-paragraph 3(b) and such Performance-Based Restricted Stock Units  shall be settled in accordance with Sub-paragraph 3(a), subject to any terms and conditions set  forth in the Plan or imposed by the Leadership Development and Compensation Committee of  the Board of Directors (the “Committee”); or (ii) if the final number of Performance-Based  Restricted Stock Units that are eligible for vesting has been determined pursuant to Schedule 1,  then the Award shall become immediately vested for such determined level of vesting for the  Performance-Based Restricted Stock Units and such Performance-Based Restricted Stock Units  shall be settled in accordance with Sub-paragraph 3(a), subject to any terms and conditions set  forth in the Plan or imposed by the Committee. (d) Notwithstanding Sub-paragraph 3(b), if after six (6) months of employment  have been completed following the Date of Grant set forth in the Memorandum, and prior to  the Vesting Date, the Grantee’s employment with the Company terminates by reason of  Retirement, the Performance-Based Restricted Stock Units shall continue to be eligible to vest  and be settled in accordance with the schedule set forth in Sub-paragraphs 3(a) and 3(b) above  and as determined pursuant to Schedule 1, subject to (i) the Grantee’s continued compliance  with the provisions of this Agreement on such date, including without limitation Paragraphs 4  and 5 hereof, (ii) the Grantee’s execution of a separation agreement and release of claims in a  form determined by the Company and agreed with the Grantee (and executed by deed where  appropriate), within the consideration period specified in such agreement following the date of  such termination (such period ending on the date of such agreement’s execution, the  “Consideration Period”) and the Grantee’s non-revocation of the execution of such agreement  during the revocation period specified in such agreement following the expiration of the  Consideration Period (the “Revocation Period”) and (iii) the Grantee’s successful completion  of the Grantee’s transitional duties prior to the date of such termination; provided, that, (A) in  the event of the Grantee’s death following the Grantee’s Retirement and prior to the Vesting  Date, the Award shall immediately vest and be settled in accordance with Sub-paragraphs 3(a)  and 3(c) above at Target, except in the event that the final number of Performance-Based  Restricted Stock Units that are eligible for vesting has been determined pursuant to Schedule 1,  then the Award shall become immediately vested for such determined level of vesting for the  Performance-Based Restricted Stock Units and such Performance-Based Restricted Stock  Units shall be settled in accordance with Sub-paragraph 3(a), subject to any terms and  conditions set forth in the Plan or imposed by the Committee and (B) in the event that the  Vesting Date occurs following the date of such termination, but prior to the expiration of the  Revocation Period, the Performance-Based Restricted Stock Units that would otherwise vest  on the Vesting Date and be settled on or within thirty (30) days following the Vesting Date in  accordance with Sub-paragraphs 3(a) and (b) shall instead vest and be settled on the date  





 






ACTIVEUS 192813907v.17 immediately following the expiration of the Revocation Period (or, if the Consideration Period  and the Revocation Period could span two (2) calendar years, the Performance-Based  Restricted Stock Units shall be vested and settled on the first regularly scheduled payroll date  during the second calendar year). For purposes of this Agreement, “Retirement” shall mean  termination of employment upon at least six (6) months of prior written notice by the Grantee  to the Grantee’s direct manager at the Company, and other than for Cause (as defined in the  Plan), provided that the Grantee has satisfied at the time of notice any of the following: (i) on  or after the attainment of fifty-five (55) years of age and ten (10) full continuous years of  service, (ii) on or after the attainment of sixty (60) years of age and five (5) full continuous  years of service or (iii) on or after the attainment of sixty-five (65) years of age and two (2)  full continuous years of service, in each case, as determined by the Company’s HRIS.   Notwithstanding the foregoing, if (i) the Company receives a legal opinion that there has been  a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would  result in the favorable treatment that applies to the Award under this Sub-paragraph 3(d) being  deemed unlawful, or (ii) any of the restrictive covenants set forth in the provisions of  Paragraphs 4 and/or 5 hereof are held by any court or government authority (or otherwise  deemed) to be void, unlawful or unenforceable as written with respect to the Grantee, the  provisions of Sub-paragraph 3(d) will not be applicable to the Grantee and the remaining  provisions of Paragraph 3 will govern. (e) (i) Notwithstanding Sub-paragraph 3(b), upon a “Change in Control” of the  Company, if the surviving entity does not agree to assume the obligations set forth in the  Agreement, then the Award shall become immediately vested as set forth below and the Award  shall be settled in accordance with Sub-paragraph 3(a) above, subject to any terms and  conditions set forth in the Plan or imposed by the Committee; provided, however, that (A) in  the event that the Performance-Based Restricted Stock Units constitute the payment of  nonqualified deferred compensation within the meaning of Section 409A of the Internal  Revenue Code of 1986, as amended (the “Code”) and (B) the Change in Control does not  constitute a “change in control event” within the meaning of Section 409A of the Code, the  Performance-Based Restricted Stock Units shall vest immediately upon such Change in  Control as set forth below but shall be payable in accordance with the schedule set forth in  Sub-paragraphs 3(a) and 3(b) hereof, or earlier as set forth in Sub-paragraphs 3(a) and 3(c).  In  the event that the Award becomes immediately vested upon a Change in Control that occurs  prior to or during the performance period, the Grantee shall vest in the Target number of  Performance-Based Restricted Stock Units set forth in the Memorandum, and the Target  performance goal shall be deemed achieved, unless the Committee determines in its sole  discretion to deem a higher level of achievement of the performance goal resulting in a greater  number of Performance-Based Restricted Stock Units vesting upon such Change in Control. In  the event the Award becomes immediately vested upon a Change in Control that occurs after  such period, the Grantee shall vest in the number of Performance-Based Restricted Stock Units  set forth in the Memorandum, determined based on the level of achievement of the  performance goals pursuant to Schedule 1.  (ii) Notwithstanding Sub-paragraph 3(b), upon a Change in Control, if the  surviving entity does agree to assume the obligations set forth in the Agreement, then the  Award shall be subject to the provisions to Section 10(c)(2) of the Plan and shall continue to be  subject to the vesting and settlement provisions of this Paragraph 3 as well as Schedule 1,  determined based on the level of achievement of the performance goals pursuant Schedule 1,  provided, however, that (A) in the event that the Performance-Based Restricted Stock Units  





 






ACTIVEUS 192813907v.17 constitute the payment of nonqualified deferred compensation within the meaning of Section  409A Code and (B) the Change in Control does not constitute a “change in control event”  within the meaning of Section 409A of the Code, the Performance-Based Restricted Stock  Units shall vest immediately upon the applicable termination of employment pursuant to  Section 10(c)(2) of the Plan but shall be payable in accordance with the schedule set forth in  Sub-paragraphs 3(a) and 3(b) hereof, or earlier as set forth in Sub-paragraphs 3(a) and 3(c). For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the  Plan. 4. Confidential and Proprietary Information.  (a) The Grantee acknowledges that in connection with his/her employment with the  Company and/or its subsidiaries, the Grantee is placed in a position of confidence and trust  with the Company and/or its subsidiaries, and in line with that position has and will continue to  have access to information of a nature not generally disclosed to the public. The Grantee agrees  to keep confidential and not: (i) use or (ii) disclose to anyone any Confidential and Proprietary  Information, except in the proper course of the Grantee’s duties to the Company, as required by  law or as authorized by the Board of Directors. “Confidential and Proprietary Information”  includes but is not limited to all Company and/or its subsidiaries’ trade secrets, business and  strategic plans, financial details, computer programs, manuals, contracts, current and  prospective client and supplier lists, and all other documentation, business knowledge, data,  material, property and supplier lists, and developments owned, possessed or controlled by the  Company and/or its subsidiaries, regardless of whether possessed or developed by the Grantee  in the course of his/her employment. Such Confidential and Proprietary Information may or  may not be designated as confidential or proprietary and may be oral, written or electronic  media. The Grantee understands that such information is owned and shall continue to be owned  solely by the Company, and hereby represents that he/she has not and will not disclose, directly  or indirectly, in whole or in part, any Confidential and Proprietary Information. The Grantee  acknowledges that he/she has complied and will continue to comply with this commitment,  both as an employee and after the termination of his/her employment. Notwithstanding the foregoing, Confidential and Proprietary Information does not  include any information that: (1) is already in the public domain or becomes available to the  public through no breach by the Grantee of this Agreement; (2) was lawfully in the Grantee’s  possession prior to disclosure to the Grantee by the Company and/or its subsidiaries; (3) is  lawfully disclosed to the Grantee by a third party (other than the Company, or any of its  representatives, agents or employees) without any obligations of confidentiality attaching to  such disclosure; (4) is developed by the Grantee entirely on his/her own time without the  Company’s and/or its subsidiaries’ equipment, supplies or facilities and does not relate at the  time of conception to the Company’s and/or its subsidiaries’ business or actual or  demonstrably anticipated research or development; or (5) is lawfully acquired by a non- supervisory employee about wages, hours or other terms and conditions of employment when  used for purposes protected by §7 of the National Labor Relations Act such as discussing  wages, benefits or terms and conditions of employment, or other legally protected concerted  activity for mutual aid or protection of laborers. Information shall not be deemed to be in the  public domain merely because any part of said information is embodied in general disclosures  or because individual features, components, or combinations thereof are now or become known  to the public or are in the public domain. 





 






ACTIVEUS 192813907v.17 (b) The provisions in this Agreement do not prohibit the Grantee from  communicating with any governmental authority or making a report in good faith and with a  reasonable belief of any violations of law or regulation to a governmental authority, or from  testifying or participating in a legal proceeding relating to such violations, including providing  documents or information or making other disclosures protected or required by any  whistleblower law or regulation to the Securities and Exchange Commission, the Department  of Labor, or any other appropriate government authority. This may include disclosure of trade  secret or confidential information within the limitations permitted by the 2016 Defend Trade  Secrets Act (DTSA). The Grantee understands, agrees and acknowledges that under the DTSA,  (1) no individual will be held criminally or civilly liable under Federal or State trade secret law  for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (A) is  made in confidence to a Federal, State, or local government official, either directly or  indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a  suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit  or other proceeding, if such filing is made under seal so that it is not made public; and (2) an  individual who pursues a lawsuit for retaliation by an employer for reporting a suspected  violation of the law may disclose the trade secret to the attorney of the individual and use the  trade secret information in the court proceeding, if the individual files any document containing  the trade secret under seal, and does not disclose the trade secret, except as permitted by court  order. Notwithstanding the foregoing, the Grantee expressly agrees to honor the confidentiality  obligations in this Agreement and will only share Confidential and Proprietary Information  with the Grantee’s attorney or with the government agency or entity in accordance with this  Paragraph. Nothing in this Agreement shall be construed to permit or condone unlawful  conduct, including but not limited to the theft or misappropriation of Company property, trade  secrets or information. 5. Non-Competition and Non-Solicitation. In consideration of the promises  contained herein and the Grantee’s access and exposure to Confidential and Proprietary  Information provided to him/her, and other good and valuable consideration, the receipt and  sufficiency of which are acknowledged, the Grantee agrees that during his/her employment  with the Company and continuing thereafter until (i) twelve (12) months following the  termination of his/her employment with the Company for any reason other than Retirement, or  (ii) in the event of a termination of employment due to Retirement, twelve (12) months  following the Vesting Date (in each case, except with respect to Sub-paragraph 5(f), which  restrictions apply in perpetuity), he/she shall not, on behalf of the Grantee him/herself or on  behalf of or in conjunction with any other person, entity or organization other than the  Company, whether as an agent or otherwise: (a) Contact, call on, provide advice to, solicit, take away business, divert business,  and/or influence or attempt to influence, either directly or indirectly, any customers, clients,  and/or patrons or prospective customers, clients and/or patrons of the Company with whom the  Grantee directly performed any services or had any direct business contact; (b) Contact, call on, provide advice to, solicit, take away business, divert business,  and/or influence or attempt to influence, either directly or indirectly, any customers, clients,  and/or patrons or prospective customers, clients and/or patrons of the Company whose entity-  or other customer-specific information the Grantee discovered or gained access to as a result of  the Grantee’s access to Company Confidential and Proprietary Information; 





 






ACTIVEUS 192813907v.17 (c) Utilize the Company’s Confidential and Proprietary Information to solicit, take  away business, divert business, and/or influence or attempt to influence, either directly or  indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or  patrons of the Company; (d) Solicit or induce, either directly or indirectly, any employee of the Company to  leave the employ of the Company or become employed with or otherwise engaged by any  person, entity or organization other than the Company; or take any action to assist any  subsequent employer or any other person, entity or organization, either directly or indirectly, in  soliciting or inducing any Company employee to leave the employ of the Company or become  employed with or otherwise engaged by any person, entity or organization other than the  Company; or hire or employ, or assist in the hiring or employment of, either directly or  indirectly, any individual employed by the Company within sixty (60) days preceding that  individual’s hire by the Grantee or his/her subsequent employer;  (e) Become employed by, render services to or directly or indirectly (whether for  compensation or otherwise, and whether as an employee, employer, consultant, agent,  principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in  any other individual or representative capacity), 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.  For purposes of this Sub-paragraph 5(e), 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  during the Grantee’s employment with the Company or within six (6) months after the  Grantee’s termination of employment with the Company 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 relating to transaction or payment processing, including those for the benefit of fleets;  travel; healthcare; education; payroll; or, benefits 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 to the best of his/her knowledge contemplated to be sold  by the Company 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 Paragraph 5 shall be effective and binding only to the extent permissible  under Rule 5.6 of the Maine Rules of Professional Conduct or any similar rule governing the  practice of law that is applicable to the Grantee. The restrictions in this Paragraph shall not be  construed to prevent the Grantee from, following the termination of his/her employment with  the Company, working for a business entity that does not compete with the Company 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 Grantee’s  job responsibilities at that entity are unrelated to the Competing Enterprise. The restrictions in  this Paragraph will not apply to employment by or the rendering of services to businesses that  sell fuel or convenience items if those businesses are not directly competing with the Company  or its subsidiaries, owned or controlled. The restrictions in this Paragraph shall also not be  deemed to prohibit the Grantee from owning not more than one percent (1%) of the total shares  of all classes of stock of any publicly held company. The Grantee acknowledges that the  Company’s and its subsidiaries’ businesses are conducted internationally and agrees that the  





 






ACTIVEUS 192813907v.17 provisions in this Paragraph shall operate in any country in which the Company conducts  business while the Grantee is/was employed by the Company; and/or (f) Subject to Sub-paragraph 4(b), and except in the proper course of the Grantee’s  duties to the Company in the ordinary course of business or as otherwise explicitly directed in  writing by an officer of the Company, directly or through others: (a) provide any confidential  information, including any information derived from the Grantee’s experience with the  Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has  reason to believe may be an investor or prospective investor in the Company, (iii) a member of  the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant  against the Company, (vi) any other person seeking information regarding the Company  (including, without limitation, information with respect to its business, executives, directors,  balance sheet, history, prospects or opportunities) or seeking to change or influence the control  of the Company, or (vii) any person acting on behalf of any of the foregoing (any such person  described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately,  any statements that disparage, or could otherwise cause harm to, the business or reputation of  the Company and/or any current or former officer, director or employee of the Company; (c)  join a “group” or become a “participant” in a solicitation with respect to the Company (other  than a solicitation by the Board of Directors), as those terms are defined in applicable securities  laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse  Party in (i) asserting, prosecuting or defending any claim, action or proceeding against the  Company, (ii) undertaking a proxy contest, withhold campaign or other shareholder activism  campaign or proxy solicitation against the Company, (iii) proposing to acquire the Company or  any of its assets or subsidiaries or (iv) making any other demands of the Company.  If the  Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly provide  written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss  the Company with any such Potential Adverse Party without prior written approval from the  CLO. The Company has previously entered into agreements with certain executives and employees  that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is  party to an employment or other agreement containing Restrictions on (a) confidentiality, (b)  solicitation of customers, clients, and/or patrons or prospective customers, clients and/or  patrons of the Company, (c) solicitation or hire of Company employees, and/or (d) competition  (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and  the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions  contained in Paragraphs 4 or 5 of this Agreement conflict in any way with any Existing  Restriction(s), such conflict shall be resolved by giving effect to the provision that provides the  greatest protection to the Company that is enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and  subject of the above-noted restrictive covenants imposed by this Agreement are fair, and  reasonable and necessary under the circumstances and are reasonably required for the  protection of the Company. The Grantee also acknowledges that in the event he/she breaches  any part of Paragraphs 4 or 5 of this Agreement, the damages to the Company would be  irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the  Company shall have the right to seek injunctive and/or other equitable relief in any court of  competent jurisdiction to enforce the restrictive covenants contained in this Agreement.  Further, the Grantee consents to the issuance of a temporary restraining order or preliminary  injunction to maintain the status quo pending the outcome of any proceeding. The Grantee  





 






ACTIVEUS 192813907v.17 further understands and agrees that if he/she breaches any covenant set forth in Paragraph 5, the  duration of any covenant so breached shall, to the fullest extent permitted by law, automatically  be tolled from the date of the first breach until the date judicial relief providing effective  remedy for such breach or breaches is obtained by the Company, or until the Company states in  writing that it will seek no judicial relief for such breach. If any one or more provisions of Paragraphs 4 or 5 shall for any reason be held to be  excessively broad as to time, geographical scope, activity or subject, it shall be construed, by  limiting and reducing it, so as to be enforceable to the greatest extent compatible with  applicable law as it shall then appear, and the parties expressly agree that any of the provisions  of Paragraphs 4 or 5 may be reformed, modified, revised, edited or blue-penciled to make  such provision enforceable, to the fullest extent permitted by law, and the parties consent to  the enforcement of such provision as so reformed, modified, revised, edited or blue-penciled. The Grantee agrees, during (i) the twelve (12) month period following the termination of  his/her employment with the Company for any reason other than Retirement, or (ii) in the event  of a termination of employment due to Retirement, the twelve (12) month period following the  Vesting Date, to disclose to the Company, in writing, any person or entity with whom the  Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or  engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The  Grantee agrees to make such disclosure to the Company no later than the date on which the  Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise  affiliated with such person or entity. While the Grantee is employed with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any reason  other than Retirement, or (ii) in the event of a termination of employment due to Retirement,  twelve (12) months following the Vesting Date, the Grantee will provide any person or entity  that the Grantee seeks an offer of employment or other engagement or retention from notice of  the existence of this Agreement and the terms of Paragraphs 4 and 5 before requesting or  accepting such an offer.   If the Grantee fails to provide such notice, the Grantee understands  that the Grantee may be held liable for any consequential damages resulting from such failure.   The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise  make the provisions of Paragraphs 4 or 5 of this Agreement known to, any of the Grantee’s  potential and future employers or other entity considering engaging the Grantee or which has  engaged or employed the Grantee.  The Grantee agrees not to assert any claim that such  conduct by the Company is legally actionable interference or otherwise impermissible  regardless of whether or not the provisions of Paragraphs 4 or 5 are later found to be  enforceable in whole or in part. Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her  employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post  Termination in a form reasonably satisfactory to the Company. 6. Termination of Employment. Notwithstanding any other provision of the Plan  to the contrary and except to the extent explicitly provided otherwise in this Agreement, upon  the termination of the Grantee’s employment with the Company and its subsidiaries for any  reason whatsoever, 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  





 






ACTIVEUS 192813907v.17 reason or no reason, but shall have no obligation to do so, and in each case to the extent  permitted by Section 409A of the Code. 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 or its subsidiaries 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,  provided that, to the extent the Performance-Based Restricted Stock Units constitute the  payment of nonqualified deferred compensation within the meaning of Section 409A of the  Code, “termination of employment” or like terms shall mean “separation from service” within  the meaning of Section 409A of the Code, the determination of which shall be made by the  Company which determination the Grantee hereby agrees to be bound. 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 the Company or any of its subsidiaries. 7. No Assignment. Except as expressly permitted under the Plan, this Agreement  may not be assigned by the Grantee by operation of law or otherwise. 8. No Rights to Continued Employment or Service. Neither this Agreement nor  the Award shall be construed as giving the Grantee any right to continue in the employ of or  other service to the Company or any of its subsidiaries, or shall interfere in any way with the  right of the Company to terminate such employment or service. 9. 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. 10. Tax Obligations; Section 409A. (a) 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) payable in connection with the  vesting of an Award. Accordingly, the Grantee agrees to remit to the Company  or any applicable subsidiary an amount sufficient to pay such taxes required to be  withheld by the Company. 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. For the  avoidance of doubt, to the extent that any taxes are payable with respect to the  Award prior to the delivery of any Common Stock to the Grantee in settlement  of any vested Performance-Based Restricted Stock Unit, the Company shall  withhold such taxes from any other amounts payable to the Grantee, as  permitted by law. (b) Notwithstanding 10(a), the Company will retain and withhold from delivery at  





 






ACTIVEUS 192813907v.17 the time of vesting that number of shares of Common Stock having a fair market  value equal to the taxes required to be withheld by the Company from the  Grantee, which retained shares shall fund the payment of such taxes by the  Company on behalf of the Grantee. (c) Notwithstanding any provision of this Agreement, if the Performance-Based  Restricted Stock Units constitute the payment of nonqualified deferred  compensation within the meaning of Section 409A of the Code, then any  payment with respect to this Award upon the Grantee’s termination of  employment shall be delayed until the six (6)-month anniversary of the date of  the Grantee’s termination of employment to the extent necessary to comply with  Code Section 409A(a)(B)(i). (d) The Company may neither accelerate nor defer payment of the shares of  Common Stock hereunder unless permitted or required by Section 409A of the  Code. The shares of Common Stock or any other amount payable on the  Vesting Date shall constitute a separate payment for purposes of Section 409A  of the Code. This Agreement and the Performance-Based Restricted Stock Units  granted hereunder are intended to comply with, or be exempt from, Section  409A of the Code and shall be interpreted consistently therewith.  Notwithstanding the foregoing, the Company shall have no liability to the  Grantee or to any other person if this Agreement and the Performance-Based  Restricted Stock Units granted hereunder are not so exempt or compliant with  Section 409A of the Code. 11. Notices. Except as otherwise provided in Sub-paragraph 3(d), any notice  required or permitted under this Agreement shall be deemed given when delivered personally,  or when deposited in the regular mail, postage prepaid, addressed, as appropriate, to the  Grantee at the last address specified in the 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: Chief Legal Officer, or such other address as  the Company may designate in writing to the Grantee. 12. 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. 13. Amendments; Severability. (a) This Agreement may be amended or modified at any time by an instrument in  writing signed by the parties hereto. (b) The provisions of this Agreement are severable, such that in the event any  provision of this Agreement is found to be unenforceable, in whole or in part, the remainder of  this Agreement will nevertheless be binding and enforceable. 14. 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. 





 






ACTIVEUS 192813907v.17 15. Rights as a Stockholder. The Grantee shall have no rights as a stockholder of  the Company with respect to any shares of Common Stock underlying or relating to any Award  until the issuance of a stock certificate to the Grantee in respect of such Award. 





 






ACTIVEUS 192813907v.17 IN WITNESS WHEREOF, this Agreement is effective as of the date first above written. WEX INC. By: Melissa Smith Its: Chair and Chief Executive Officer 





 






ACTIVEUS 192813907v.17 SCHEDULE 1 Performance-Based Restricted Stock Unit Metrics 





 






ACTIVEUS 192813907v.17 EXHIBIT A Performance-Based Restricted Stock Unit Award Agreement Country and State Specific Provisions This Exhibit A includes special terms and conditions applicable to Awards granted to such Grantee  under the Plan if the Grantee resides and/or works in one of the jurisdictions listed below. These terms  and conditions are in addition to or, if so indicated, in replacement of the terms and conditions set forth  in the Agreement. This Exhibit A also includes information regarding Confidential and Proprietary Information, Non- Competition, Non-Solicitation and certain other issues of which the Grantee should be aware with  respect to the Grantee’s receipt of the Performance-Based Restricted Stock Units and participation in the  Plan. The information is based on the exchange control, securities and other laws in effect in the  respective jurisdictions as of March 2022. However, such laws are often complex and change frequently.  As a result, the Company strongly recommends that the Grantee not rely on the information noted herein  as the only source of information relating to the consequences of participation in the Plan because the  information may be out of date at the time the Grantee vests in the Performance-Based Restricted Stock  Units, acquires shares (or the cash equivalent) or sells the Common Stock acquired under the  Performance-Based Restricted Stock Units. In addition, the information contained herein is general in nature and may not apply to the Grantee’s  particular situation and the Company is not in a position to assure the Grantee of any particular result.  Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws  in the Grantee’s jurisdiction may apply to the Grantee’s situation. Finally, if the Grantee is a citizen or resident of a jurisdiction other than the one in which the Grantee is  currently residing and/or working, transfers employment and/or residency to another jurisdiction after  the Award is granted or is considered a resident of another jurisdiction for local law purposes, the terms  and conditions and notifications contained herein may not be applicable to the Grantee. The Company  shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply  under these circumstances.  





 






ACTIVEUS 192813907v.17 Australia Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential and Proprietary Information.  The Grantee acknowledges that in  connection with his/her employment with the Company and/or its subsidiaries, the Grantee is placed in a  position of confidence and trust with the Company, and in line with that position has and will continue  to have access to information of a nature not generally disclosed to the public. The Grantee agrees to  keep confidential and not: (i) use or (ii) disclose to anyone any Confidential and Proprietary  Information, except in the proper course of the Grantee’s duties to the Company, as required by law or  as authorized by the Board of Directors. “Confidential and Proprietary Information” includes but is not  limited to all Company and/or its subsidiaries’ trade secrets,  business and strategic plans, financial  details, computer programs, manuals, contracts, current and prospective client and supplier lists, and all  other documentation, business knowledge, data, material, property and supplier lists, and developments  owned, possessed or controlled by the Company and/or its subsidiaries, regardless of whether possessed  or developed by the Grantee in the course of his/her employment.  Such Confidential and Proprietary  Information may or may not be designated as confidential or proprietary and may be oral, written or  electronic media. The Grantee understands that such information is owned and shall continue to be  owned solely by the Company, and hereby represents that he/she has not and will not disclose, directly  or indirectly, in whole or in part, any Confidential and Proprietary Information.  The Grantee  acknowledges that he/she has complied and will continue to comply with this commitment, both as an  employee and after the termination of his/her employment. Notwithstanding the foregoing, Confidential and Proprietary Information does not include any  information that: (1) is already in the public domain or becomes available to the public through no  breach by the Grantee of this Agreement; (2) was lawfully in the Grantee’s possession prior to  disclosure to the Grantee by the Company and/or its subsidiaries; (3) is lawfully disclosed to the Grantee  by a third party (other than the Company, or any of its representatives, agents or employees) without any  obligations of confidentiality attaching to such disclosure; or (4) is developed by the Grantee entirely on  his/her own time without the Company’s (and/or its subsidiaries’) equipment, supplies or facilities and  does not relate at the time of conception to the Company’s (and/or its subsidiaries’) business or actual or  demonstrably anticipated research or development.  Information shall not be deemed to be in the public  domain merely because any part of said information is embodied in general disclosures or because  individual features, components, or combinations thereof are now or become known to the public or are  in the public domain.  Non-Competition and Non-Solicitation: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5. Non-Competition and Non-Solicitation.  In consideration of the promises contained  herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to  him/her, and other good and valuable consideration, the receipt and sufficiency of which are  acknowledged, the Grantee agrees that during his/her employment with the Company and/or its  subsidiaries and for the Restraint Period following the termination of his/her employment with the  Company and/or its subsidiaries for any reason, he/she shall not, on behalf of the Grantee him/herself or  on behalf of or in conjunction with any other person, entity or organization other than the Company,  whether as an agent or otherwise: 





 






ACTIVEUS 192813907v.17 (a) Contact, provide unsolicited advice to, solicit, attempt to take away business where a  customer or client has not made contact of their own free-will, divert business, and/or  influence or attempt to influence, either directly or indirectly, any customers, clients,  and/or patrons or prospective customers, clients and/or patrons of the Company and/or its  subsidiaries with whom the Grantee directly performed any services or had any direct  business contact; (b) In the Restraint Area, contact, provide unsolicited advice to, solicit, attempt to take away  business where a customer or client has not made contact of their own free-will, divert  business, and/or influence or attempt to influence, either directly or indirectly, any  customers, clients, and/or patrons or prospective customers, clients and/or patrons of the  Company and/or its subsidiaries whose entity- or other customer-specific information the  Grantee had direct access to and contact with  as a result of the Grantee’s access to  Company Confidential and Proprietary Information;  (c) Solicit or induce, either directly or indirectly, any employee of the Company and/or its  subsidiaries with whom the Grantee had a business relationship and/or dealings to leave  the employ of the Company and/or its subsidiaries or become employed with or  otherwise engaged by any person, entity or organization other than the Company and/or  its subsidiaries; or take any action to assist any subsequent employer or any other person,  entity or organization, either directly or indirectly, in soliciting or inducing any Company  employee to leave the employ of the Company and/or its subsidiaries become employed  with or otherwise engaged by any person, entity or organization other than the Company  and/or its subsidiaries; or hire or employ, or assist in the hiring or employment of, either  directly or indirectly, any individual employed by the Company and/or its subsidiaries;  (d) In the Restraint Area, become employed by, render services to or directly or indirectly  (whether for compensation or otherwise, and whether as an employee, employer,  consultant, agent, principal, partner, stockholder, lender, investor, corporate officer,  board member, director, or in any other individual or representative capacity) 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.  For purposes of this Sub-paragraph 5(d),  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 during the Grantee’s employment  with the Company, or its subsidiaries, and of which the Grantee was aware.  It includes,  without limitation:  (i) the business of developing, managing, operating, marketing,  processing, financing, or otherwise being involved in providing any products or services  relating to transaction or payment processing, including those for the benefit of fleets;  travel; healthcare; education; payroll; or, benefits 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 to the best of his/her knowledge  contemplated to be sold by the Company 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. Furthermore, the restrictions in this Paragraph shall not be  construed to prevent the Grantee from, following the termination of his/her employment  with the Company and/or its subsidiaries, working for a business entity that does not  compete with the Company or its subsidiaries simply because the entity is affiliated with  





 






ACTIVEUS 192813907v.17 a Competing Enterprise, so long as the entity is operationally separate and distinct from  the Competing Enterprise and the Grantee’s job responsibilities at that entity are  unrelated to the Competing Enterprise. The restrictions in this Paragraph will not apply to  employment by or the rendering of services to businesses that sell fuel or convenience  items if those businesses are not directly competing with the Company or its subsidiaries,  owned or controlled. The restrictions in this Paragraph shall also not be deemed to  prohibit the Grantee from owning not more than one percent (1%) of the total shares of  all classes of stock of any publicly held company; and/or (e) Subject to Paragraph 4, and except in the proper course of the Grantee’s duties to the  Company in the ordinary course of business or as otherwise explicitly directed in writing  by an officer of the Company, directly or through others: (a) provide any confidential  information, including any information derived from the Grantee’s experience with the  Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or  has reason to believe may be an investor or prospective investor in the Company, (iii) a  member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or  potential litigant against the Company, (vi) any other person seeking information  regarding the Company (including, without limitation, information with respect to its  business, executives, directors, balance sheet, history, prospects or opportunities) or  seeking to change or influence the control of the Company, or (vii) any person acting on  behalf of any of the foregoing (any such person described in clauses (i) to (vii), a  “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage,  or could otherwise cause harm to, the business or reputation of the Company and/or any  current or former officer, director or employee of the Company; (c) join a “group” or  become a “participant” in a solicitation with respect to the Company (other than a  solicitation by the Board of Directors), as those terms are defined in applicable securities  laws; and (d) to the extent permitted by law, aid, encourage, advise or otherwise provide  assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any  claim, action or proceeding against the Company, (ii) undertaking a proxy contest,  withhold campaign or other shareholder activism campaign or proxy solicitation against  the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries  or (iv) making any other demands of the Company.  If the Grantee is contacted by any  Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the  Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with  any such Potential Adverse Party without prior written approval from the CLO. For the purposes of this Paragraph 5, “Restraint Period” means: (1) Twelve (12) months from the Grantee’s last day of employment with the Company, or if  a court holds this period to be unreasonable or invalid, then:  (2) Nine (9) months from the Grantee’s last day of employment with the Company, or if a  court holds this period to be unreasonable or invalid, then:  (3) Six (6) months from the Grantee’s last day of employment with the Company.  For the purposes of this Paragraph 5, “Restraint Area” means:  (1) Australia, or if a court holds this geographical scope to be unreasonable or invalid for any  reason, then:  (2) Victoria, New South Wales and/or any other state, territory and/or location in which the  Company or any other company in the WEX group conducts business during Grantee’s  





 






ACTIVEUS 192813907v.17 employment with the Company and in which the Grantee was involved, or if a court  holds this geographical scope to be unreasonable or invalid for any reason, then; (3) The state where the Grantee was employed.  For the purposes of this Paragraph 5, the parties understand and agree that the “Company” means WEX  Inc. and any of its “related body corporate” as defined by the Corporations Act 2001 (Cth) as amended  from time to time. The Company and/or its subsidiaries have previously entered into agreements with certain executives  and employees that contain restrictive covenants (“Restrictions”).  For the avoidance of doubt, if the  Grantee is party to an employment or other agreement containing Restrictions on (a) confidentiality, (b)  solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the  Company and/or its subsidiaries, (c) solicitation or hire of Company employees, and/or (d) competition  (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the  Grantee shall remain bound by such Existing Restrictions, rather than the Restrictions contained in this  Paragraph 5.   The Grantee agrees and acknowledges that the Restraint Period, Restraint Area, activity and subject of  the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and necessary  under the circumstances and are reasonably required for the protection of the Company.  The Grantee  also acknowledges that in the event he/she breaches any part of Paragraphs 4 or 5, the damages to the  Company and its subsidiaries would be irreparable.  Therefore, in addition to monetary damages and/or  legal costs, the Company shall have the right to seek specific performance, an injunction and/or other  equitable relief as appropriate in any court of competent jurisdiction to enforce the restrictive covenants  contained in this Agreement.  Further, the Grantee consents to the issuance of an interim injunction to  maintain the status quo pending the outcome of any proceeding. The Grantee further understands and  agrees that if he/she breaches any covenant set forth in Paragraph 5, the duration of any covenant so  breached shall, to the fullest extent permitted by law, automatically be tolled from the date of the first  breach until the date judicial relief providing effective remedy for such breach or breaches is obtained by  the Company, or until the Company states in writing that it will seek no judicial relief for such breach. Each restrictive covenant in this Paragraph 5 (resulting from any combination of the wording in this  Paragraph 5, including the relevant definitions) constitutes a separate restrictive covenant that is  severable from the other restrictive covenants. If any one or more provisions of this Paragraph 5 shall for  any reason be held to be void, voidable, unenforceable or illegal by a court or tribunal as to the Restraint  Period, Restraint Area, activity or subject, because it goes beyond what is reasonable to protect the  Company’s and its subsidiaries’ business or for any other reason, then that part will be severed and the  other restrictive covenants will remain in full force and effect to the greatest extent permitted by law. The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise make the  provisions of Paragraphs 4 or 5 of this Agreement known to, any of the Grantee’s potential and future  employers or other entity considering engaging the Grantee or which has engaged or employed the  Grantee where such engagement would breach the terms of this Agreement. The Grantee agrees not to  assert any claim that such conduct by the Company is legally actionable interference or otherwise  impermissible regardless of whether or not the provisions of Paragraphs 4 or 5 are later found to be  enforceable in whole or in part.  The Grantee understands, acknowledges and agrees that the Grantee has been provided with an  opportunity to seek independent legal advice before deciding whether or not to enter into this Agreement  and that the Grantee has made the decision on his/her own accord to agree to the restrictive covenants  contained within this Paragraph 5 in exchange for the consideration that the Company is providing as  outlined herein. 





 






ACTIVEUS 192813907v.17 Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her employment, the  Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form  reasonably satisfactory to the Company. Termination of Employment: The following provisions replace Paragraph 6 of the Agreement in its entirety: 6. Termination of Employment. Notwithstanding any other provision of the Plan to the  contrary and except to the extent explicitly provided otherwise in this Agreement, upon the termination  of the Grantee’s employment with the Company and its subsidiaries for any reason whatsoever, 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. 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 or its  subsidiaries following the provision of any notification of termination or resignation from employment,  and without regard to any notice of termination of employment period 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 the Company or  any of its subsidiaries. No Rights to Continued Employment or Service: The following provision supplements Paragraph 8 of the Agreement: The grant of Awards under the Plan is made at the discretion of the Company and the Plan may be  suspended or terminated by the Company at any time. The grant of an Award in one (1) year or at one  time does not in any way entitle the Grantee to an Award in the future. The Plan is wholly discretionary  and is not to be considered part of the Grantee's normal or expected compensation subject to severance,  resignation, redundancy or similar compensation.  The value of the Award is an extraordinary item of  compensation which is outside the scope of the Grantee's employment contract (if any). Tax Obligations: Paragraph 10 Sub-paragraph (b) of the Agreement does not apply.  Amendments; Severability: Paragraph 13 Sub-paragraph (b) of the Agreement does not apply. Tax Information: 16. Tax Information.  The Plan is a plan to which Subdivision 83A-C of the Income Tax  Assessment Act 1997 (Ctch) applies (subject to the conditions in that Act). Imposition of Other Requirements: 17. Imposition of Other Requirements.  The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  





 






ACTIVEUS 192813907v.17 legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. Securities Law Information: 19. Securities Law Information.  The Performance-Based Restricted Stock Units are  intended to comply with the provisions of the Corporations Act 2001, Australia Securities and  Investments Commission (“ASIC”) Regulatory Guide 49 and ASIC Class Order 14/1000.  Additional  details are set forth in the Offer Document for the offer of Performance-Based Restricted Stock Units to  Australian resident employees which follows in this Exhibit A. 





 






ACTIVEUS 192813907v.17 AUSTRALIA OFFER DOCUMENT WEX INC. AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE PLAN OFFER OF PERFORMANCE-BASED RESTRICTED STOCK UNITS TO AUSTRALIAN RESIDENT EMPLOYEES Investment in shares of Common Stock involves a degree of risk.  The Grantees who elect to  participate in the Plan should monitor their participation and consider all risk factors relevant to  the acquisition of shares of Common Stock under the Plan as set out in this Offer Document and  the Additional Documents.  The information contained in this Offer Document and the Additional Documents is general only.   Any advice given in relation to this offer does not take into account the personal objectives,  financial situation and/or needs of any individual. Australian resident individuals should consider obtaining their own financial product advice from  an independent person who is licensed by the Australian Securities and Investments Commission  (“ASIC”) to give advice about participation in the Plan. 





 






ACTIVEUS 192813907v.17 WEX INC. Offer of Performance-Based Restricted Stock Units to Australian Resident Employees 1. TERMS OF THE OFFER WEX Inc. (the “Company”) is pleased to provide you with this offer to participate in the Company’s  Amended and Restated 2019 Equity and Incentive Plan (the “Plan”).  This offer sets out information  regarding the grant of Performance-Based Restricted Stock Units to Australian resident employees of  the Company and any Parent, Subsidiary or Affiliate.  This Offer Document is provided by the Company  to ensure compliance of the Plan with the Australian Securities and Investments Commission’s  (“ASIC”) Class Order 14/1000 and relevant provisions of the Corporations Act 2001. Capitalized terms used but not defined herein shall have the meaning provided in the Plan or the  Performance-Based Restricted Stock Unit Award Agreement, as applicable. 2. ADDITIONAL DOCUMENTS You are being provided with copies of and/or access to the following documents:  (a) the Plan; (b) the Plan Prospectus (the “Prospectus”); and (c) the Performance-Based Restricted Stock Unit Award Agreement and exhibit attached thereto (the  “Agreement”); (collectively, the “Additional Documents”). The Additional Documents provide further information to help you make an informed investment  decision about participating in the Plan.  Neither the Plan nor the Prospectus is a prospectus for the  purposes of the Corporations Act 2001. 3. RELIANCE ON STATEMENTS You should not rely upon any oral statements made in relation to this offer.  You should rely only upon  the statements contained in this document and the Additional Documents when considering participation  in the Plan. 4. ADDITIONAL RISK FACTORS FOR AUSTRALIAN RESIDENTS You should have regard to risk factors relevant to investment in securities generally and, in particular, to  the holding of shares.  For example, the price at which the shares of Common Stock are quoted on the  New York Stock Exchange (“NYSE”) may increase or decrease due to a number of factors.  There is no  guarantee that the price of the shares of Common Stock will increase.  Factors that may affect the price  of the shares of Common Stock include fluctuations in the domestic and international market for listed  stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices,  changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the  markets in which the Company operates and general operational and business risks.  More information about potential factors that could affect the Company’s business and financial results  is included in the Company’s Quarterly Report on Form 10-Q and will be included in the Company’s  Annual Report on Form 10-K.  Copies of these reports are available at http://www.sec.gov/, on the  Company’s “Investor Relations” website at https://ir.wexinc.com/financials/sec-filings, and upon  request to the Company. 





 






ACTIVEUS 192813907v.17 In addition, you should be aware that the Australian dollar value of any shares of Common Stock  acquired at vesting will be affected by the U.S. dollar/Australian dollar exchange rate.  Participation in  the Plan involves certain risks related to fluctuations in this rate of exchange. 5. SHARES OF COMMON STOCK Common Stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation.  Each  holder of the Common Stock is entitled to one vote for every share of Common Stock. Dividends may be paid on the shares of Common Stock out of any funds of the Company legally  available for dividends at the discretion of the Board of Directors. The shares of Common Stock are traded on the NYSE in the United States of America under the symbol  “WEX”. The shares of Common Stock are not liable to any further calls for payment of capital or for other  assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights  or redemption provisions. 6. ASCERTAINING THE MARKET PRICE OF SHARES You may ascertain the current market price of the shares of Common Stock as traded on the NYSE  under the symbol “WEX” at https://www.nyse.com/.   The Australian dollar equivalent of that price can  be obtained at: http://www.rba.gov.au/statistics/frequency/exchange-rates.html. This will not be a prediction of what the market price per share of Common Stock will be when the  Performance-Based Restricted Stock Units vest or when shares of Common Stock are issued or of the  applicable rate on the actual Vesting Date or the date shares of Common Stock are issued.  7. AUSTRALIAN TAX CONSEQUENCES The following is a summary of the income tax consequences as of March 2022 for an Australian resident  who is granted Performance-Based Restricted Stock Units under the Plan. You may also be subject to  Medicare Levy and surcharge. The summary is necessarily general in nature and does not purport to be  tax advice in relation to an actual or potential recipient of Performance-Based Restricted Stock Units. If you are a citizen or resident of another country for local tax law purposes or if you transfer  employment and/or residency to another country after the Performance-Based Restricted Stock Units are  granted to you, the information contained in this summary may not be applicable to you. You are  encouraged to seek appropriate professional advice as to how the tax or other laws in Australia and in  your country apply to your specific situation. If you are granted Performance-Based Restricted Stock Units under the Plan, you should not rely on this  summary as anything other than a broad guide, and you are advised to obtain independent taxation  advice specific to your particular circumstances. (a) What is the effect of the grant of the Performance-Based Restricted Stock Units? The Australian tax legislation contains specific rules, in Subdivision 83A of the Income Tax Assessment  Act 1997, governing the taxation of shares and rights (called “ESS interests”) acquired by employees  under employee share schemes. The Performance-Based Restricted Stock Units granted under the Plan  should be regarded as a right to acquire shares and accordingly, an ESS interest for these purposes. Your assessable income includes any discount in relation to the acquisition of an ESS interest at grant,  unless the ESS interest is either (i) subject to a real risk of forfeiture or (ii) you are genuinely restricted  from immediately disposing of the ESS interest and there is a statement in the Additional Documents  that deferral is to apply, in which case you will be subject to deferred taxation. 





 






ACTIVEUS 192813907v.17 The terms of your Performance-Based Restricted Stock Units are set out in the Additional Documents. It  generally is understood that your Performance-Based Restricted Stock Units will satisfy the real risk of  forfeiture test. In addition, your Performance-Based Restricted Stock Units are non-transferable and the  Agreement contains a statement that tax deferral is to apply to the Performance-Based Restricted Stock  Units. Accordingly, you should be subject to deferred taxation (i.e., you generally should not be subject  to tax when the Performance-Based Restricted Stock Units are granted to you). However, whether or not  there is a real risk of forfeiture may depend upon your individual circumstances. Accordingly, you  should seek your own advice in relation to your individual circumstances. (b) When will you be taxed if your Performance-Based Restricted Stock Units are  subject to a real risk of forfeiture? You will be required to include an amount in your assessable income for the income year (i.e., the  financial year ending 30 June) in which the earliest of the following events occurs in relation to the  Performance-Based Restricted Stock Units (the “ESS deferred taxing point”). In addition to income  taxes, this amount may also be subject to Medicare Levy and surcharge (if applicable). Your ESS deferred taxing point will be the earliest of the following: (i) when there are no longer any genuine restrictions on the vesting of the Performance- Based Restricted Stock Units or the underlying shares of Common Stock being disposed of, and  when there is no real risk of you forfeiting the Performance-Based Restricted Stock Units or  underlying shares; (ii) your cessation of employment with your employer or a holding company or subsidiary of  your employer (but see Sub-paragraph 7(e) below)1; and (iii) fifteen (15) years from the date the Performance-Based Restricted Stock Units were  granted. Generally, this means that you will be subject to tax when your Performance-Based Restricted Stock  Units are settled and the resulting shares of Common Stock are no longer subject to any genuine  restrictions on disposal. However, the ESS deferred taxing point for your Performance-Based Restricted  Stock Units will be moved to the time you sell the underlying shares of Common Stock if you sell the  shares within thirty (30) days of the original ESS deferred taxing point. In other words, you must report  the income in the income year in which the sale occurs and not when the original ESS deferred taxing  point occurs if you sell the underlying shares of Common Stock in an arm’s-length transaction within  thirty (30) days of that original ESS deferred taxing point. (c) What is the amount to be included in your assessable income if an ESS deferred  taxing point occurs? The amount you must include in your assessable income in the income year (i.e., the financial year  ending 30 June) in which the ESS deferred taxing point occurs in relation to your Performance-Based  Restricted Stock Units (i.e., typically at vesting) will be the difference between the “market value” of the  underlying shares of Common Stock at the ESS deferred taxing point and the cost basis of the  Performance-Based Restricted Stock Units (which should be nil because you do not have to pay  anything to acquire the Performance-Based Restricted Stock Units or the underlying shares of Common  Stock). If, however, you sell the underlying shares of Common Stock in an arm’s-length transaction within  thirty (30) days of the original ESS deferred taxing point, the amount to be included in your assessable  income in the income year in which the sale occurs will be equal to the difference between the sale  1 New legislation adopted in February 2022 eliminates cessation of employment as a taxable event for ESS awards as of July  1, 2022. 





 






ACTIVEUS 192813907v.17 proceeds and the cost basis of the Performance-Based Restricted Stock Units (which should include any  incremental costs you incur in connection with the sale (e.g., brokers’ fees)). (d) What is the market value of the Underlying Shares of Common Stock? The “market value” of the underlying shares of Common Stock at the ESS deferred taxing point is  determined according to the ordinary meaning of “market value” expressed in Australian currency. The  Company will determine the market value in accordance with guidelines prepared by the Australian  Taxation Office. The Company has the obligation to provide you with certain information about your participation in the  Plan at certain times, including after the end of the income year in which the ESS deferred taxing point  occurs. This may assist you in determining the market value of your Performance-Based Restricted  Stock Units or underlying shares of Common Stock at the ESS deferred taxing point. However, this  estimate may not be correct if you sell the shares within thirty (30) days of the Vesting Date, in which  case it is your responsibility to report and pay the appropriate amount of tax based on the sales proceeds. (e) What happens if I cease employment before my Performance-Based Restricted  Stock Units vest? If you cease employment with your employer prior to the Vesting Date of your Performance-Based  Restricted Stock Units and the Performance-Based Restricted Stock Units do not vest upon (or do not  remain eligible to continue to vest following) termination of employment (i.e., they are forfeited), you  may be treated as having never acquired the forfeited Performance-Based Restricted Stock Units in  which case, no amount will be included in your assessable income.   (f) Sale of Shares of Common Stock If you sell the shares of Common Stock acquired upon vesting of your Performance-Based Restricted  Stock Units within thirty (30) days of the original ESS deferred taxing point, your ESS deferred taxing  point will be shifted to the date of sale for purposes of determining the amount of assessable income and  you will not be subject to capital gains taxation. If you sell the shares of Common Stock acquired upon vesting of your Performance-Based Restricted  Stock Units more than thirty (30) days after the original ESS deferred taxing point, you will be subject  to capital gains taxation to the extent that the sales proceeds exceed your cost basis in the shares of  Common Stock sold, assuming that the sale of shares of Common Stock occurs in an arm’s-length  transaction (as will generally be the case provided that the shares of Common Stock are sold through the  NYSE). Your cost basis in the shares of Common Stock will generally be equal to the market value of  the shares of Common Stock at the ESS deferred taxing point (which will generally be the Vesting Date)  plus any incremental costs you incur in connection with the sale (e.g., brokers fees). The amount of any capital gain you realize must be included in your assessable income for the year in  which the shares of Common Stock are sold. However, if you hold the shares of Common Stock for at  least one (1) year prior to selling (excluding the dates you acquired and sold the shares of Common  Stock), you may be able to apply a discount to the amount of capital gain that you are required to  include in your assessable income. If this discount is available, you may calculate the amount of capital  gain to be included in your assessable income by first subtracting all available capital losses from your  capital gains and then multiplying each capital gain by the discount percentage of fifty percent (50%). You are responsible for reporting any income you realize from the sale of shares of Common Stock  acquired upon vesting of Performance-Based Restricted Stock Units and paying any applicable taxes  due on such income. If your sales proceeds are lower than your cost basis in the shares of Common Stock sold (assuming the  sale occurred in an arm’s-length transaction), you will realize a capital loss. Capital losses may be used  





 






ACTIVEUS 192813907v.17 to offset capital gains realized in the current tax year or in any subsequent tax year, but may not be used  to offset other types of income (e.g., salary or wage income). (g) Withholding and Reporting You will be responsible for reporting on your tax return and paying any tax liability in relation to the  Performance-Based Restricted Stock Units and any shares of Common Stock issued to you at the ESS  deferred taxing point. It is also your responsibility to report and pay any tax liability on the sale of any  shares of Common Stock acquired under the Plan and any dividends received. Your employer will be required to withhold tax due on the Performance-Based Restricted Stock Units  only if you have not provided your Tax File Number or Australian Business Number, as applicable, to  your employer. However, the Company will provide you (generally, no later than 14 July after the end of the year) and  the Commissioner of Taxation (generally, no later than 14 August after the end of the year) with a  statement containing certain information about your participation in the Plan in the income year in  which the original ESS deferred taxing point occurs (typically the year of vesting). This statement will  include an estimate of the market value of the underlying shares of Common Stock at the taxing point.  Please note, however, that, if you sell the shares of Common Stock within thirty (30) days of the ESS  deferred taxing point, your taxing point will not be at the original ESS deferred taxing point, but will be  the date of sale; as such, the amount reported by your employer may differ from your actual taxable  amount (which would be based on the value of the shares of Common Stock when sold, rather than at  the ESS deferred taxing point). You will be responsible for determining this amount and calculating  your tax accordingly. 8. UNITED STATES TAX CONSEQUENCES The Grantees (who are not U.S. citizens or permanent residents) will not be subject to U.S. tax by reason  only of the grant and vesting of the Performance-Based Restricted Stock Units, the acquisition of shares  of Common Stock or the sale of shares of Common Stock, except as described in the dividends  paragraph above.  However, liability for U.S. taxes may accrue if you are otherwise subject to U.S.  taxes.  The above is an indication only of the likely U.S. taxation consequences for Australian residents  awarded Performance-Based Restricted Stock Units under the Plan.  You should seek your own advice  as to the U.S. taxation consequences of Plan participation.  Belgium Award: The reference under Paragraph 2 (Award) to Paragraph 5 should be read as a reference to Paragraph 5,  Sub-paragraph 5bis and Sub-paragraph 5ter. Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential and Proprietary Information.  The Grantee acknowledges that in  connection with his/her employment with the Company and/or its subsidiaries, the Grantee is placed in a  position of confidence and trust with the Company and/or its subsidiaries, and, in line with that position,  has and will continue to have access to information of a nature not generally disclosed to the public. The  Grantee agrees to keep confidential and not: (i) use or (ii) disclose to anyone any Confidential and  Proprietary Information, except in the proper course of the Grantee’s duties to the Company, as required  by law or as authorized by the Board of Directors.  “Confidential and Proprietary Information” includes,  





 






ACTIVEUS 192813907v.17 but is not limited to, all Company and/or its subsidiaries’ trade secrets, business and strategic plans,  financial details, computer programs, manuals, contracts, current and prospective client and supplier  lists, and all other documentation, business knowledge, data, material, property and supplier lists, and  developments owned, possessed or controlled by the Company and/or its subsidiaries, regardless of  whether possessed or developed by the Grantee in the course of his/her employment.  Such Confidential  and Proprietary Information may or may not be designated as confidential or proprietary and may be  oral, written or electronic media.  The Grantee understands that such information is owned and shall  continue to be owned solely by the Company, and hereby represents that he/she has not disclosed and  will not disclose, directly or indirectly, in whole or in part, any Confidential and Proprietary  Information. The Grantee acknowledges that he/she has complied and will continue to comply with this  commitment, both as an employee and after the termination of his/her employment. Notwithstanding the foregoing, Confidential and Proprietary Information does not include any  information that: (1) is already in the public domain or becomes available to the public through no  breach by the Grantee of this Agreement; (2) was lawfully in the Grantee’s possession prior to  disclosure to the Grantee by the Company and/or its subsidiaries; (3) is lawfully disclosed to the Grantee  by a third party (other than the Company, or any of its representatives, agents or employees) without any  obligations of confidentiality attaching to such disclosure; or (4) is developed by the Grantee entirely on  his/her own time without the Company’s (and/or its subsidiaries’) equipment, supplies or facilities and  does not relate at the time of conception to the Company’s (and/or its subsidiaries’) business or actual or  demonstrably anticipated research or development.  Information shall not be deemed to be in the public  domain merely because any part of said information is embodied in general disclosures or because  individual features, components, or combinations thereof are now or become known to the public or are  in the public domain. Non-Competition and Non-Solicitation: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5.1 Definitions: 5.1.1 “Restricted Period” means the period commencing on the earlier of (i) the Termination  Date except in the event of Retirement; (ii) the date when the Grantee commences  Garden Leave; (iii) such date on which the Grantee ceases providing services to the  Employer or any Group Company for any reason other than Retirement; or (iv) in the  event of termination of employment due to Retirement, the Vesting Date, and continuing  for twelve (12) months thereafter.  5.2 Non-Solicitation and Disclosure.  In consideration of the promises contained herein and the  Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her,  and other good and valuable consideration, the receipt and sufficiency of which are  acknowledged, the Grantee agrees that during his/her employment with the Company or any  company or entity of the WEX Group (the “WEX Group,” referring to any company or entity  that controls, is controlled by, or constitutes a consortium with the Company, whereby this term  also includes the Company where appropriate), during any period between Retirement and the  Vesting Date (if applicable) and during the Restricted Period, he/she shall not, on behalf of the  Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company or any company or entity of the WEX Group, whether as  an agent or otherwise: (a) Contact, call on, provide advice to, solicit, take away business, divert business, and/or  influence or attempt to influence, either directly or indirectly, any customers, clients,  and/or patrons or prospective customers, clients and/or patrons of the Company or any  





 






ACTIVEUS 192813907v.17 company or entity of the WEX Group with whom the Grantee directly performed any  services or had any direct business contact; (b) Contact, call on, provide advice to, solicit, take away business, divert business, and/or  influence or attempt to influence, either directly or indirectly, any customers, clients,  and/or patrons or prospective customers, clients and/or patrons of the Company or any  company or entity of the WEX Group whose entity- or other customer-specific  information the Grantee discovered or gained access to as a result of the Grantee’s access  to Company Confidential and Proprietary Information; (c) Utilize the Confidential and Proprietary Information of any company or entity of the  WEX Group to solicit, take away business, divert business, and/or influence or attempt to  influence, either directly or indirectly, any customers, clients, and/or patrons or  prospective customers, clients and/or patrons of the Company or any company or entity  of the WEX Group; or (d) Solicit or induce, either directly or indirectly, any employee of the Company or any  company or entity of the WEX Group to leave the employ of the Company or any  company or entity of the WEX Group or become employed with or otherwise engaged by  any person, entity or organization other than the Company; or take any action to assist  any subsequent employer or any other person, entity or organization, either directly or  indirectly, in soliciting or inducing any employee of the Company or any company or  entity of the WEX Group to leave the employ of the Company or any company or entity  of the WEX Group or become employed with or otherwise engaged by any person, entity  or organization other than the Company or any company or entity of the WEX Group; or  hire or employ, or assist in the hiring or employment of, either directly or indirectly, any  individual employed by the Company or any company or entity of the WEX Group  within sixty (60) days preceding that individual’s hire by the Grantee or his/her  subsequent employer. 5.3 Subject to the reporting of possible violations of the securities laws to the Belgian  supervisory authority, the Financial Services and Markets Authority (FSMA), and except  in the proper course of the Grantee’s duties to the Company in the ordinary course of  business or as otherwise explicitly directed in writing by an officer of the Company,  directly or through others, the Grantee agrees to keep confidential and not: (a) provide  any confidential information, including any information derived from the Grantee’s  experience with the Company, to (i) any competitor of the Company, (ii) any person the  Grantee knows or has reason to believe may be an investor or prospective investor in the  Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v)  any litigant or potential litigant against the Company, (vi) any other person seeking  information regarding the Company (including, without limitation, information with  respect to its business, executives, directors, balance sheet, history, prospects or  opportunities) or seeking to change or influence the control of the Company, or (vii) any  person acting on behalf of any of the foregoing (any such person described in clauses (i)  to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that  disparage, or could otherwise cause harm to, the business or reputation of the Company  and/or any current or former officer, director or employee of the Company; (c) join a  “group” or become a “participant” in a solicitation with respect to the Company (other  than a solicitation by the Board of Directors), as those terms are defined in applicable  securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any  Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or  proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or  





 






ACTIVEUS 192813907v.17 other shareholder activism campaign or proxy solicitation against the Company, (iii)  proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any  other demands of the Company.  If the Grantee is contacted by any Potential Adverse  Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief  Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential  Adverse Party without prior written approval from the CLO. 5.4 The Grantee agrees that the Restricted Period will not apply to Sub-paragraph 5.3 and the  Grantee’s obligations under Sub-paragraph 5.3 will continue in perpetuity.  5bis. Non-Competition.  In consideration of the promises contained herein and the Grantee’s access  and exposure to Confidential and Proprietary Information provided to him/her, and other good  and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee  agrees that during his/her employment with the Company or any company or entity of the WEX  Group, during any period between Retirement and the Vesting Date (if applicable) and during  the Restricted Period , he/she shall not, on behalf of the Grantee him/herself or on behalf of or in  conjunction with any other person, entity or organization other than the Company or any  company or entity of the WEX Group, whether as an agent or otherwise: become employed by,  render services to or directly or indirectly (whether for compensation or otherwise, and whether  as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor,  corporate officer, board member, director, or in any other individual or representative capacity),  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.  For purposes of this Sub-paragraph (5bis), 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 during the Grantee’s employment with the Company or  any company or entity of the WEX Group or within six (6) months after the Grantee’s  termination of employment with the Company or any company or entity of the WEX Group.  It  includes, without limitation:  (i) the business of developing, managing, operating, marketing,  processing, financing, or otherwise being involved in providing any products or services relating  to transaction or payment processing, including those for the benefit of fleets; travel; healthcare;  education; payroll; or, benefits 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 to the best of his/her knowledge contemplated to be sold by the Company 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.   If notwithstanding the severability provisions in the Agreement, Sub-paragraph 5(bis) as set out  above would be considered to be null and void, the Company, acting on behalf of the employer, and  the Grantee, agree to be bound by the following provision if the Grantee does not qualify as a sales  representative (the “Belgian Alternative Provision 1”):  5bis. Non-Competition.  In view of the employer’s international field of activity, after the Grantee has  left the employer and even if his/her seniority would be inferior to six (6) months, except in case  of termination of the employment by the Grantee for serious cause, the Grantee shall, during  his/her employment with the Company or any company or entity of the WEX Group (the “WEX  Group,” referring to any company or entity that controls, is controlled by, or constitutes a  consortium with the Company, whereby this term also includes the Company where appropriate),  during any period between Retirement and the Vesting Date (if applicable) and during the  





 






ACTIVEUS 192813907v.17 Restricted Period, on the territory specified below, be prohibited from exercising similar  activities, either by running a personal enterprise or by being hired or engaged by a competing  employer and having thus the opportunity of causing a prejudice to the employer by using for  himself/herself or for the profit of a competitor, his/her knowledge of any practice specific to the  employer which he/she has acquired on an industrial or commercial level during his/her  employment. The prohibition referred to in this Sub-paragraph (5bis) applies to the territory of Belgium and  the Netherlands. The Grantee accepts that this territory is automatically extended to the countries  in which he/she would also be active in the last thirty-six (36) months prior to the day of  termination of the employment. If the non-competition obligation of this Sub-paragraph (5bis) applies, a one off and lump sum  indemnity will be paid to the Grantee, unless the employer waives the application of this clause  within fifteen (15) days following the termination of the employment. This indemnity will  amount to half of the gross salary for the term of the effective application of the non-competition  obligation.  If the non-competition obligation of this Sub-paragraph (5bis) applies and if the Grantee fails to  comply with its provisions, he/she will reimburse to the employer the indemnity he/she received  and, in addition thereto, he/she will pay an equivalent amount as damages, without prejudice to  the employer’s right to claim any additional damages. If, notwithstanding the severability provisions in the Agreement, the Belgian Alternative Provision 1  would also be considered to be null and void, the Company, acting on behalf of the employer, and the  Grantee, agree to be bound by the following provision if the Grantee does not qualify as a sales  representative (the “Belgian Alternative Provision 2”): 5bis. Non-Competition.  The Grantee undertakes, during the course of the employment  relationship and for a period of twelve (12) months following the end of the employment, not to  perform, in Belgium, any activities which are similar to those exercised by the Grantee at the employer,  either in the framework of a competing activity for the Grantee's own account, or directly or indirectly  for any competitor of the employer.  If the non-competition obligation of this article applies, a one off and lump sum indemnity will be paid  to the Grantee, unless the employer waives the application of this clause within fifteen (15) days  following the termination of the employment. This indemnity will amount to half of the gross salary for  the term of the effective application of the non-competition obligation.  If the non-competition obligation of this article applies and if the Grantee fails to comply with its  provisions, he/she will reimburse to the employer the indemnity he/she received and, in addition thereto,  he/she will pay an equivalent amount as damages, without prejudice to the employer’s right to claim any  additional damages.  The non-competition obligation of this article will have no effect in case of termination of the  employment either during the first six (6) months of the employment, or, afterwards, by the employer  for a reason other than serious cause, or by the Grantee for serious cause. If, notwithstanding the severability provisions in the Agreement, Sub-paragraph 5(bis) as set out  above would be considered to be null and void, the Company, acting on behalf of the employer, and  the Grantee, agree to be bound by the following provision if the Grantee qualifies as a sales  representative (the “Belgian Alternative Provision 3”): 5bis. Non-Competition.  During the course of the employment relationship and for a period of  twelve (12) months following the end of the employment, the Grantee will be prohibited from exercising  





 






ACTIVEUS 192813907v.17 activities which are similar to the activities the Grantee exercises for the employer, within the working  area in which he/she carried out his/her activities, either in the framework of a competing activity for the  Grantee's own account, or directly or indirectly for any competitor of the employer. The prohibition set forth in this article will have no effect in case of termination of the employment  either during the first six (6) months of the employment, or, afterwards, by the employer for a reason  other than serious cause, or by the Grantee for serious cause. In case of breach of this non-competition obligation, the Grantee will have to pay a lump-sum indemnity  of three (3) months gross remuneration to the employer, without prejudice to the employer’s right to  claim higher damages based on the actually suffered loss. 5ter. Common provisions.  The restrictions in Paragraph 5 and Sub-paragraph 5bis shall not be  construed to prevent the Grantee from, following the termination of his/her employment with the  Company or any company or entity of the WEX Group, working for a business entity that does not  compete with the Company 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 Grantee’s job responsibilities at that entity are unrelated to the Competing Enterprise. The  restrictions in the foregoing Paragraph and Sub-paragraph (5 and 5bis) will not apply to employment by  or the rendering of services to businesses that sell fuel or convenience items if those businesses are not  directly competing with the Company or its subsidiaries, owned or controlled. The restrictions in the  foregoing Paragraph and Sub-paragraph (5 and 5bis) shall also not be deemed to prohibit the Grantee  from owning not more than one percent (1%) of the total shares of all classes of stock of any publicly  held company.  The Grantee acknowledges that the Company’s and its subsidiaries’ businesses are  conducted internationally and agrees that the provisions in the foregoing Paragraph and Sub-paragraph  (5 and 5bis) shall operate in any country in which the Company conducts business while the Grantee  is/was employed by the Company. Existing Restrictions - The Company or any company or entity of the WEX Group has previously  entered into agreements with certain executives and employees that contain restrictive covenants  (“Restrictions”). For the avoidance of doubt, if the Grantee is party to an employment or other  agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or  patrons or prospective customers, clients and/or patrons of the Company or any company or entity of the  WEX Group, (c) solicitation or hire of employees of the Company or any company or entity of the WEX  Group, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will  remain in effect and the Grantee shall remain bound by such Existing Restrictions.  To the extent the  restrictions contained in Paragraph 4, Paragraph 5 or Sub-paragraph 5bis of this Agreement conflict in  any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the  provision that provides the greatest protection to the Company and any company or entity of the WEX  Group that is enforceable under applicable law. In case several provisions offer the same level of  protection, the most recent one shall prevail.  The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject  of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and  necessary under the circumstances and are reasonably required for the protection of the Company or any  company or entity of the WEX Group.  The Grantee also acknowledges that in the event he/she breaches  any part of Paragraph 4, Paragraph 5 or Sub-paragraph 5bis of this Agreement, the damages to the  Company would be irreparable.  Therefore, in addition to monetary damages and/or reasonable attorney  fees, the Company or any company or entity of the WEX Group shall have the right to seek injunctive  and/or other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants  contained in this Agreement.  Further, the Grantee consents to the issuance of a temporary restraining  order or preliminary injunction to maintain the status quo pending the outcome of any proceeding.  The  





 






ACTIVEUS 192813907v.17 Grantee further understands and agrees that if he/she breaches any covenant set forth in Paragraph 5 or  Sub-paragraph 5bis, the duration of any covenant so breached shall, to the fullest extent permitted by  law, automatically be tolled from the date of the first breach until the date judicial relief providing  effective remedy for such breach or breaches is obtained by the Company or any company or entity of  the WEX Group, or until the Company or any company or entity of the WEX Group states in writing  that it will seek no judicial relief for such breach. Disclosure - The Grantee agrees, during the period of twelve (12) months immediately following the  termination of the Grantee’s employment with the Company for any reason, to disclose to the Company,  in writing, any person or entity with whom the Grantee becomes employed, contracted to, or otherwise  affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of  the Grantee’s duties. The Grantee agrees to make such disclosure to the Company no later than the date  on which the Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise  affiliated with such person or entity. Communication - While the Grantee is employed with the Company and for a period of at least twelve  (12) months thereafter, the Grantee will provide any person or entity that the Grantee seeks an offer of  employment or other engagement or retention from notice of the existence of this Agreement and the  terms of Paragraph 4, Paragraph 5 and Sub-paragraph 5bis before requesting or accepting such an offer.  If the Grantee fails to provide such notice, the Grantee understands that the Grantee may be held liable  for any consequential damages resulting from such failure.  The Grantee agrees that the Company may  send a copy of this Agreement to, or otherwise make the provisions of Paragraph 4, Paragraph 5, or Sub- paragraph 5bis of this Agreement known to, any of the Grantee’s potential and future employers or other  entity considering engaging the Grantee or which has engaged or employed the Grantee.  The Grantee  agrees not to assert any claim that such conduct by the Company is legally actionable interference or  otherwise impermissible regardless of whether or not the provisions of Paragraph 4, Paragraph 5, or  Sub-paragraph 5bis are later found to be enforceable in whole or in part. Severability - If any one or more provisions of Paragraph 4, Paragraph 5, Sub-paragraph 5bis or Sub- paragraph 5ter shall for any reason be held to be excessively broad as to time, geographical scope,  activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the  greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree  that any of the provisions of Paragraph 4, Paragraph 5, Sub-paragraph 5bis or Sub-paragraph 5ter may  be reformed, modified, revised, edited or blue-penciled to make such provision enforceable, to the  fullest extent permitted by law, and the parties consent to the enforcement of such provision as so  reformed, modified, revised, edited or blue-penciled. Mindful of the obligations set forth in Paragraph 4, Paragraph 5, Sub-paragraph 5bis or Sub-paragraph  5ter, upon termination of his/her employment, the Grantee shall promptly sign and deliver the Certificate  of Compliance Post Termination in a form reasonably satisfactory to the Company. It is explicitly agreed that, except for the paragraphs above on (i) Existing Restrictions, (ii) Disclosure,  (iii) Communication and (iv) Severability, the provisions of Sub-paragraph 5ter do not apply in relation  to the Belgian Alternative Provision 1 nor in relation to the Belgian Alternative Provision 2 nor in  relation to the Belgian Alternative Provision 3. No Rights to Continued Employment or Service: The following provision supplements Paragraph 8 of the Agreement: The grant of Awards under the Plan is made at the discretion of the Company and the Plan may be  suspended or terminated by the Company at any time.  The grant of an Award in one (1) year or at one  time does not in any way entitle the Grantee to an Award in the future.  The Plan is wholly discretionary  and is not to be considered part of the Grantee's normal or expected compensation subject to severance,  





 






ACTIVEUS 192813907v.17 resignation, redundancy or similar compensation. The value of the Award is an extraordinary item of  compensation which is outside the scope of the Grantee's employment or service contract (if any). Tax Obligations: 10. Tax Obligations.   The following provisions replace Sub-paragraph 10(a) and Sub-paragraph 10(b) of the  Agreement: (a) 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 or contributions  whatsoever, including social security contributions) payable in connection  with the vesting of an Award.  Accordingly, the Grantee agrees to remit to the  Company or any applicable subsidiary an amount sufficient to pay such taxes  required to be withheld by the Company.  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. For the avoidance of doubt, to the extent that any taxes are  payable with respect to the Award prior to the delivery of any Common Stock  to the Grantee in settlement of any vested Performance-Based Restricted  Stock Unit, the Company shall withhold such taxes from any other amounts  payable to the Grantee, insofar as permitted by law. (b) Notwithstanding Sub-paragraph 10(a), the Company will retain and withhold  from delivery at the time of vesting that number of shares of Common Stock  having a fair market value equal to any taxes or contributions required to be  withheld by the Company from the Grantee, which retained shares shall fund  the payment of such taxes or contributions by the Company or any company  or entity of the WEX Group on behalf of the Grantee. The following provision supplements Paragraph 10 of the Agreement: Paragraph 10 shall be without prejudice to the applicable tax and social security obligations under  Belgian law applying to the Company or any company or entity of the WEX Group. Amendments; Severability: The following provision replaces Sub-paragraph 13(b) of the Agreement in its entirety: (b) The provisions of this Agreement are severable, such that in the event any  provision of this Agreement is found to be unenforceable, in whole or in part,  this provision shall be reduced to what is legally acceptable and the remainder  of that provision and this Agreement will nevertheless be binding and  enforceable. Data Privacy: 16. Data Privacy. (a) The Company, in its capacity as Controller, grants Awards under the Plan to  employees of the Company and its subsidiaries in its sole discretion. In  conjunction with the Company’s grant of the Award under the Plan and its  ongoing administration of such awards, the Company collects, uses and  otherwise processes (“Process (es)(ing)”) the Grantee’s personal data  (“Personal Data”), including the Grantee’s name, home address, email  





 






ACTIVEUS 192813907v.17 address, and telephone number, date of birth, social insurance number or other  identification number, salary, citizenship, job title, any shares of Common  Stock or directorships held in the Company, and details of all Awards or any  other equity compensation awards granted, canceled, exercised, vested, or  outstanding in the Grantee’s favor, which the Company receives from the  Grantee or the Employer. (b) Data Collection, Processing and Usage.  In granting the Award under the Plan,  the Company will Process the Grantee’s Personal Data for purposes of  allocating shares of Common Stock and implementing, administering and  managing the Plan.  The Company’s legal basis, where required, for the  Processing of the Grantee’s Personal Data is the necessity for the Company to  (i) perform its contractual obligations under this Agreement, (ii) comply with  legal obligations established in the European Union, European Economic  Area, and the United Kingdom (“EEA+”), and/or (iii) pursue the legitimate  interest of complying with legal obligations established outside of the EEA+.  (c) Stock Plan Administration Service Provider. The Company transfers the  Grantee’s Personal Data to Merrill Lynch, Pierce, Fenner & Smith  Incorporated and its affiliates, independent service providers based in the  United States, which assist the Company with the implementation,  administration and management of the Plan (the “Service Provider”).  In the  future, the Company may select a different Service Provider and share the  Grantee’s Personal Data with another company that serves in a similar  manner.  The Service Provider will open an account for the Grantee to receive  and trade shares of Common Stock acquired under the Plan.  The Grantee will  be asked to agree on separate terms and data processing practices with the  Service Provider, which is a condition to the Grantee’s ability to participate in  the Plan. (d) International Data Transfers. The Company and the Service Provider are  based in the United States.  The Grantee should note that the Grantee’s  country of residence may have enacted data privacy laws that are different  from the United States.  In order to protect the Grantee’s privacy, where  Personal Data are transferred by or on behalf of the Company to other  countries or organizations that have not been recognized as providing  regulatory protection similar to the Grantee’s country, the Company  contractually obliges its international entities, affiliates and service providers  to comply with the applicable data protection laws and principles through  standard clauses that have been approved or recognized by the relevant  regulators.  The Company also relies on the Grantee’s consent per this  Agreement as the legal basis for the transfer of the Grantee’s Personal Data to  the United States is the Grantee’s consent.  (e) Voluntariness and Consequences of Failure to Perform Under the Agreement,  Consent Denial or Consent Withdrawal.  The Grantee’s participation in the  Plan and his or her performance under this Agreement, including agreeing to  the Processing of the necessary Personal Data is purely voluntary.  The Grantee  may end his or her participation in the Plan, terminate this Agreement or deny  or withdraw his or her consent to the transfer of his or her Personal Data at any  time.  If the Grantee does not consent, or if the Grantee later withdraws his or  her consent, the Grantee may be unable to participate in the Plan.  This will not  





 






ACTIVEUS 192813907v.17 affect the Grantee’s existing employment or salary; instead, the Grantee merely  may forfeit the opportunities associated with the Plan.  (f)   Data Subjects Rights. The Grantee may have a number of rights under the data  privacy laws in the Grantee’s country of residence. For example, the Grantee’s  rights may include the right to (i) request access or copies of Personal Data the  Company Processes, (ii) request rectification of incorrect Personal Data, (iii)  request deletion of Personal Data, (iv) place restrictions on Processing, (v)  lodge complaints with competent privacy or data protection authorities in the  Grantee’s country of residence, and/or (vi) request a list with the names and  addresses of any potential recipients of the Grantee’s Personal Data. To receive  clarification regarding the Grantee’s rights or to exercise his or her rights, the  Grantee should refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/ and contact his or her local  human resources department.  (g)  Personal Data Retention. The Company and its Service Provider will retain the  Grantee’s Personal Data no longer than necessary for the purpose for which it  was processed for the duration of this Agreement, unless a longer period is  required to comply with applicable laws. Retention periods may vary  depending on i) purpose for which the Personal Data was collected and used,  which may differ depending on the nature of the Personal Data and the  activities involved, ii) the length of the Grantee’s participation in the Plan, or  iii) whether there are legal obligations to which either the Company or the  Grantee are subject. (h)   For more information on how the Company processes the Grantee’s Personal  Data, please refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/. Imposition of Other Requirements: 17. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. Additional Acknowledgements and Authorizations: 19. Additional Acknowledgements and Authorizations.  By accepting the Award, the  Grantee acknowledges, understands and agrees that: (a) the future value of the shares of Common Stock underlying the Award is unknown, indeterminable  and cannot be predicted with certainty; 





 






ACTIVEUS 192813907v.17 (b) neither the Company, the Employer, nor any other subsidiary shall be liable for any foreign  exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that  may affect the value of the Award, any payment made pursuant to the Award, or the subsequent  sale of any shares of Common Stock acquired under the Plan; and (c) the Company is not providing any tax, legal or financial advice, nor is the Company making any  recommendations regarding participation in the Plan or the acquisition or sale of the shares of  Common Stock. The Grantee should consult with his or her personal tax, legal and financial  advisors regarding participation in the Plan before taking any action related to the Plan. Brazil The Plan: The following provision supplements Paragraph 1 of the Agreement: The Grantee’s participation in the Plan is absolutely voluntary. Award: The following provision supplements Paragraph 2 of the Agreement: The Award is not remuneration for services and, therefore, is not to be considered salary, or of salary  nature, for any purpose, whatsoever. Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential and Proprietary Information. The Grantee acknowledges that in  connection with his/her employment with the Company and/or its subsidiaries, the Grantee is placed in a  position of confidence and trust with the Company and/or its subsidiaries, and in line with that position  has and will continue to have access to information of a nature not generally disclosed to the public. The  Grantee agrees to keep confidential and not: (i) use or (ii) disclose to anyone Confidential and  Proprietary Information except in the course of the Grantee’s duties to the Company, as required by law  or court order, or as authorized, in writing, by the Board of Directors. “Confidential and Proprietary  Information” includes but is not limited to all Company and/or its subsidiaries’ trade secrets, business  and strategic plans, financial details, computer programs, manuals, contracts, current and prospective  client and supplier lists, and all other documentation, business knowledge, data, material, property and  supplier lists, and developments owned, possessed or controlled by the Company and/or its subsidiaries,  regardless of whether possessed or developed by the Grantee in the course of his/her employment. Such  Confidential and Proprietary Information may or may not be designated as confidential or proprietary  and may be oral, written or electronic media. The Grantee understands that such information is owned  and shall continue to be owned solely by the Company, and hereby represents that he/she has not and  will not disclose, directly or indirectly, in whole or in part, any Confidential and Proprietary  Information. The Grantee acknowledges that he/she has complied and will continue to comply with this  commitment, both as an employee and after the termination of his/her employment. Notwithstanding the foregoing, Confidential and Proprietary Information does not include any  information that: (1) is already in the public domain or becomes available to the public through no  breach by the Grantee of this Agreement; (2) was lawfully in the Grantee’s possession prior to  disclosure to the Grantee by the Company and/or its subsidiaries; (3) is lawfully disclosed to the Grantee  





 






ACTIVEUS 192813907v.17 by a third party (other than the Company, or any of its representatives, agents or employees) without any  obligations of confidentiality attaching to such disclosure; or (4) is developed by the Grantee entirely on  his/her own time without the Company’s and/or its subsidiaries’ equipment, supplies or facilities and  does not relate at the time of conception to the Company’s and/or its subsidiaries’ business or actual or  demonstrably anticipated research or development. Information shall not be deemed to be in the public  domain merely because any part of said information is embodied in general disclosures or because  individual features, components, or combinations thereof are now or become known to the public or are  in the public domain. Non-Competition and Non-Solicitation: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5A. Non-Solicitation. In exchange for the Award(s) of Performance-Based Restricted Stock  Units to the Grantee, in accordance with the Plan, Memorandum and this Agreement, and any other  related agreements, which the Grantee acknowledges and agrees to be reasonable and sufficient  compensation for this Non-Solicitation covenant, and due to the Grantee’s access and exposure to  Confidential and Proprietary Information provided to him/her, the Grantee agrees that during his/her  employment with the Company and/or its subsidiaries and continuing thereafter until (i) twelve (12)  months following the termination of his/her employment with the Company and/or its subsidiaries for  any reason other than Retirement, or (ii) in the event of a termination of employment due to Retirement,  twelve (12) months following the Vesting Date, he/she shall not, on behalf of the Grantee him/herself or  on behalf of or in conjunction with any other person, entity or organization other than the Company,  whether as an agent or otherwise: (a) Contact, call on, provide advice to, solicit, take away business, divert business, and/or  influence or attempt to influence, either directly or indirectly, any customers, clients,  and/or patrons or prospective customers, clients and/or patrons of the Company and/or its  subsidiaries with whom the Grantee directly performed any services or had any direct  business contact; (b) Contact, call on, provide advice to, solicit, take away business, divert business, and/or  influence or attempt to influence, either directly or indirectly, any customers, clients,  and/or patrons or prospective customers, clients and/or patrons of the Company and/or its  subsidiaries whose entity- or other customer-specific information the Grantee discovered  or gained access to as a result of the Grantee’s access to Company Confidential and  Proprietary Information; (c) Utilize the Company’s Confidential and Proprietary Information to solicit, take away  business, divert business, and/or influence or attempt to influence, either directly or  indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or  patrons of the Company and/or its subsidiaries; (d) Solicit or induce, either directly or indirectly, any employee of the Company and/or its  subsidiaries to leave the employ of the Company and/or its subsidiaries or become  employed with or otherwise engaged by any person, entity or organization other than the  Company and/or its subsidiaries; or take any action to assist any subsequent employer or  any other person, entity or organization, either directly or indirectly, in soliciting or  inducing any Company employee to leave the employ of the Company and/or its  subsidiaries or become employed with or otherwise engaged by any person, entity or  organization other than the Company and/or its subsidiaries; or hire or employ, or assist  in the hiring or employment of, either directly or indirectly, any individual employed by  the Company and/or its subsidiaries within sixty (60) days preceding that individual’s  hire by the Grantee or his/her subsequent employer. 





 






ACTIVEUS 192813907v.17 5B. Non-Competition. Subject to the “Additional Provisions” Paragraph below, in exchange  for the Award(s) of Performance-Based Restricted Stock Units to the Grantee, in accordance with the  Plan, Memorandum and this Agreement, and any other related agreements,  which the Grantee  acknowledges and agrees to be reasonable and sufficient compensation for this Non-Competition  covenant, and due to the Grantee’s access and exposure to Confidential and Proprietary Information  provided to him/her, the Grantee agrees that during his/her employment with the Company and/or its  subsidiaries and continuing thereafter until (i) twelve (12) months following the termination of his/her  employment with the Company and/or its subsidiaries for any reason other than  Retirement, or (ii) in  the event of a termination of employment due to Retirement, twelve (12) months following the Vesting  Date, he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with any  other person, entity or organization other than the Company, whether as an agent or otherwise become  employed by, render services to or directly or indirectly (whether for compensation or otherwise, and  whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor,  corporate officer, board member, director, or in any other individual or representative capacity) 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. For purposes of this Sub-paragraph 5B, 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 by the  Grantee’s employer, during the Grantee’s employment with the Company’s Brazilian subsidiary or any  other prior or subsequent employer of the same economic group, or within six (6) months after the  Grantee’s termination of employment with the Company’s Brazilian subsidiary or any other company of  the same economic group, in Brazil or abroad, in or with which the Grantee has been involved or  concerned to a material extent or, about which the Grantee received Confidential Information, at any  time during the twelve (12) month period immediately preceding the date of the Grantee’s termination  of employment. It includes, without limitation and to the extent applicable: (i) the business of  developing, managing, operating, marketing, processing, financing, or otherwise being involved in  providing any products or services relating to transaction or payment processing, including those for the  benefit of fleets; travel; healthcare; education; payroll; or, benefits 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 to the best of his/her knowledge contemplated to be sold by the Company 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 Paragraph shall not be construed to  prevent the Grantee from, following the termination of his/her employment with the Company and/or its  subsidiaries, working for a business entity that does not compete with the Company 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 Grantee’s job responsibilities at that entity  are unrelated to the Competing Enterprise. The restrictions in this Paragraph will not apply to  employment by or the rendering of services to businesses that sell fuel or convenience items if those  businesses are not directly competing with the Company or its subsidiaries, owned or controlled. The  restrictions in this Paragraph shall also not be deemed to prohibit the Grantee from owning not more  than one percent (1%) of the total shares of all classes of stock of any publicly held company. The  Grantee acknowledges that the Company’s and its subsidiaries’ businesses are conducted internationally  and agrees that the provisions in this Paragraph shall operate in any country in which the Company  conducts business of the same line of business the Grantee was involved with, participated in, or  acquired knowledge of while employed by the Company or its subsidiaries. 





 






ACTIVEUS 192813907v.17 As further compensation for the non-competition restriction imposed after the termination of  employment, as described above, the Company or one of its subsidiaries agrees to pay the Grantee an  amount equivalent to his/her last annual salary, payable in twelve (12) equal monthly installments (one  for each month of restriction). In the event of a termination due to Retirement, in which case the Grantee  shall continue to be eligible to vest and be settled in accordance with schedule set forth in Sub- paragraphs 3(a) and 3(b) above and as determined pursuant to Schedule 1, the parties hereby agree that  such future vestings are sufficient and reasonable compensation for the non-competition period that  would end twelve (12) months after the Vesting Date.  In the event the Grantee breaches his/her  obligation to non-compete, the Company shall immediately stop making payments, and may also seek  any other remedies provided in this Agreement, by law and/or equity. The parties agree that the Company or the applicable subsidiary, at its sole discretion, shall have the  right to reduce the post-termination non-compete period or waive the post-termination non-compete  obligation of this Sub-paragraph 5B of the Grantee at the time the Company or its subsidiary gives  notice of termination of employment to the Grantee, regardless of whether the termination is with or  without cause, or within ten (10) calendar days of the Grantee’s resignation. If the Company or its  subsidiary decides to reduce the restrictive period, the post-termination compensation for such period,  set forth in this Sub-paragraph 5B, will be reduced in the same proportion, and, if the Company or its  subsidiary decides to waive the Grantee’s post-termination non-compete obligation, then the Grantee  shall not be entitled to post-termination compensation, in whole or in part, as provided in this Sub- paragraph 5B, except that if the Grantee’s termination is due to Retirement, a waiver of the non-compete  shall not affect the Grantee’s entitlement to future vestings, as provided above.  The Grantee hereby  acknowledges and agrees that he/she has no expectation of a right to the payment described above,  except if the Company or its subsidiary requires the Grantee to comply with the non-compete obligation  and the Grantee so complies. 5C. Additional Restrictions. Except as required by law, in the proper course of the Grantee’s  duties to the Company in the ordinary course of business, or as otherwise explicitly directed in writing  by an officer of the Company, the Grantee shall not, directly or through others: (a) provide any  Confidential and Proprietary Information, including any information derived from the Grantee’s  experience with the Company, to (i) any competitor of the Company, (ii) any person the Grantee knows  or has reason to believe may be an investor or prospective investor in the Company, (iii) a member of  the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against the  Company, (vi) any other person seeking information regarding the Company (including, without  limitation, information with respect to its business, executives, directors, balance sheet, history,  prospects or opportunities) or seeking to change or influence the control of the Company, or (v) any  person acting on behalf of any of the foregoing (any such person described in clauses (i) to (v), a  “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage, or could  otherwise cause harm to, the business or reputation of the Company and/or any current or former officer,  director or employee of the Company; (c) join a “group” or become a “participant” in a solicitation with  respect to the Company (other than a solicitation by the Board of Directors), as those terms are defined  in applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any  Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding against  the Company, (ii) undertaking a proxy contest, withhold campaign or other shareholder activism  campaign or proxy solicitation against the Company, (iii) proposing to acquire the Company or any of  its assets or subsidiaries or (iv) making any other demands of the Company.  If the Grantee is contacted  by any Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the  Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential  Adverse Party without prior written approval from the CLO. 





 






ACTIVEUS 192813907v.17 5D. Additional Provisions. The Company and/or its subsidiaries have previously entered into  agreements with certain executives and employees that contain restrictive covenants (“Restrictions”).  For the avoidance of doubt, if the Grantee is party to an employment or other agreement containing  Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective  customers, clients and/or patrons of the Company and/or its subsidiaries, (c) solicitation or hire of  Company employees, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing  Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To  the extent the restrictions contained in Paragraph 4, Sub-paragraph 5A, Sub-paragraph 5B and/or Sub- paragraph 5C of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall  be resolved by giving effect to the provision that provides the greatest protection to the Company that is  enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject  of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and  necessary under the circumstances and are reasonably required for the protection of the Company’s  business. The Grantee also acknowledges and agrees that the opportunity to participate in the Award  and/or the compensation he/she will receive under Sub-paragraph 5B above is sufficient and fair  compensation in exchange for the post-termination restrictions imposed. The Grantee also acknowledges  that in the event he/she breaches any part of Paragraph 4, Sub-paragraph 5A, Sub-paragraph 5B and/or  Sub-paragraph 5C, the damages to the Company and/or its subsidiaries would be irreparable. Therefore,  in addition to monetary damages (for economic and moral damages) and reasonable attorney fees, the  Company shall have the right to seek injunctive and/or other equitable relief in any court of competent  jurisdiction to enforce the restrictive covenants contained in this Agreement. Further, the Grantee  consents to the issuance of a temporary restraining order or preliminary injunction to maintain the status  quo pending the outcome of any proceeding. The Grantee further understands and agrees that if he/she  breaches any covenant set forth in Paragraph 4, Sub-paragraph 5A, Sub-paragraph 5B and/or Sub- paragraph 5C, the duration of any covenant so breached shall, to the fullest extent permitted by law,  automatically be tolled from the date of the first breach until the date judicial relief providing effective  remedy for such breach or breaches is obtained by the Company, or until the Company states in writing  that it will seek no judicial relief for such breach. Furthermore, in the event the Grantee breaches any of his/her obligations under Paragraph 4, Sub- paragraph 5A, Sub-paragraph 5B and/or Sub-paragraph 5C, the Grantee shall, in addition to any other  remedy available under this Agreement, by law or equity, pay a penalty to the Company equivalent to  his/her last annual salary (i.e., twelve (12) monthly salaries), indexed by the Brazilian consumer price  index and with interest of one percent (1%) per month until full payment. In the event of a breach of the  non-disclosure of confidential information and/or non-compete obligation, in addition to the penalty  established above and any other remedies available under this Agreement by law or equity, the Grantee  shall pay a daily penalty of USD500 (five hundred U.S. dollars) per day the violation persists. If any one or more provisions of Paragraph 4, Sub-paragraph 5A, Sub-paragraph 5B, Sub-paragraph 5C  and/or Sub-Paragraph 5D shall for any reason be held to be excessively broad as to time, geographical  scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the  greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree  that any of the provisions of Paragraph 4, Sub-paragraph 5A, Sub-paragraph 5B, Sub-paragraph 5C  and/or Sub-Paragraph 5D may be reformed, modified, revised, edited or blue-penciled to make such  provision enforceable, to the fullest extent permitted by law, and the parties consent to the enforcement  of such provision as so reformed, modified, revised, edited or blue-penciled. The Grantee agrees, during (i) the twelve (12) month period following the termination of his/her  employment with the Company and/or any of its subsidiaries for any reason other than Retirement, or  (ii) in the event of termination of employment due to Retirement, the twelve (12) month period  





 






ACTIVEUS 192813907v.17 following the Vesting Date, to disclose to the Company, in writing, any person or entity with whom the  Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or  engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The Grantee  agrees to make such disclosure to the Company no later than the date on which the Grantee accepts or  otherwise agrees to become employed by, contracted to, or otherwise affiliated with such person or  entity. While the Grantee is employed with the Company and/or any of its subsidiaries and continuing  thereafter until (i) twelve (12) months following the termination of his/her employment with the  Company and/or any of its subsidiaries for any reason other than Retirement, or (ii) in the event of a  termination of employment due to Retirement, twelve (12) months following the Vesting Date, the  Grantee will provide any person or entity that the Grantee seeks an offer of employment or other  engagement or retention from notice of the existence of this Agreement and the terms of Paragraphs 4  and 5 before requesting or accepting such an offer.   If the Grantee fails to provide such notice, the  Grantee understands that the Grantee may be held liable for any consequential damages resulting from  such failure.  The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise  make the provisions of Paragraphs 4 or 5 of this Agreement known to, any of the Grantee’s potential and  future employers or other entity considering engaging the Grantee or which has engaged or employed  the Grantee.  The Grantee agrees not to assert any claim that such conduct by the Company is legally  actionable interference or otherwise impermissible regardless of whether or not the provisions of  Paragraphs 4 or 5 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her  employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post  Termination in a form reasonably satisfactory to the Company.  Termination of Employment: The following provision replaces the second paragraph of Paragraph 6 of the Agreement: 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 or any of its subsidiaries (for any reason whatsoever) 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); the Company, in its sole discretion, shall  determine when the Grantee is no longer actively providing employment services for purposes of the  Award (including whether the Grantee may still be considered to be actively providing employment  services while on a leave of absence). 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 (for any reason  whatsoever, whether or not such termination is later found to be invalid or in breach of the employment  laws in the jurisdiction where the Grantee is employed or providing services or the terms of the  Grantee’s employment or service agreement, if any). No amounts earned pursuant to the Plan or any  Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any  of its subsidiaries. Governing Law and Venue: The following provision replaces Paragraph 9 of the Agreement in its entirety: 





 






ACTIVEUS 192813907v.17 This Agreement and the legal relations between the parties shall be governed by and construed in  accordance with the laws of Brazil.  Any disputes shall be brought to and adjudicated by the civil courts  of Sao Paulo, SP, Brazil.  Tax Obligations: The following provisions replace Paragraph 10 of the Agreement in its entirety: 10. Tax Obligations. Regardless of any action the Company or the subsidiary that employs  the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax,  fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s participation  in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that  the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s  responsibility and that such amount may exceed the amount actually withheld by the Company and/or  the Employer. The Grantee further acknowledges that the Company and/or the Employer (i) makes no  representations or undertakings regarding the treatment of any Tax-Related Items in connection with any  aspect of the Award, including the grant or vesting of the Performance-Based Restricted Stock Units, the  issuance of shares of Common Stock upon settlement of the Performance-Based Restricted Stock Units,  the subsequent sale of shares of Common Stock, and the receipt of any dividends or dividend  equivalents; and (ii) does not commit and is under no obligation to structure the terms of the grant or any  aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any  particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction, the  Grantee acknowledges that the Company and/or the Employer (or former Employer, as applicable) may  be required to withhold or account for Tax-Related Items in more than one jurisdiction.  Prior to vesting of the Performance-Based Restricted Stock Units, the Grantee shall pay or make  adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the  Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related  Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock, either  through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf  pursuant to this authorization without further consent); and/or (ii) by the Company retaining a portion of  the vested Performance-Based Restricted Stock Units to be settled.    Depending on the withholding method, the Company may withhold or account for Tax-Related Items by  considering applicable minimum statutory withholding amounts or other applicable withholding rates,  including maximum applicable rates, in which case the Grantee may receive a refund of any over- withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation  for Tax-Related Items is satisfied by withholding in Common Stock, for tax purposes, the Grantee is  deemed to have been issued the full number of shares of Common Stock subject to the vested  Performance-Based Restricted Stock Units, notwithstanding that a number of shares are held back solely  for purposes of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation  in the Plan. Finally, the Grantee shall pay to the Company any amount of Tax-Related Items that the Company may  be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by  the means previously described. The Company may refuse to issue and deliver shares of Common Stock  in payment of any earned and vested Performance-Based Restricted Stock Units if the Grantee fails to  comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this  Paragraph 10. Amendments; Severability: The following provision replaces Paragraph 13 of the Agreement in its entirety: 





 






ACTIVEUS 192813907v.17 13. Amendments; Severability. This Agreement may be amended at any time by the  Committee, provided that no amendment may, without the consent of the Grantee, materially and  adversely affect the Grantee’s rights with respect to the Award. The provisions of this Agreement are  severable, such that in the event any provision of this Agreement is found to be unenforceable, in whole  or in part, the remainder of this Agreement will nevertheless be binding and enforceable. Compliance with Law: 16.  Compliance with Law. By accepting the Performance-Based Restricted Stock Units, the  Grantee agrees to comply with applicable Brazilian laws and to report and pay any and all applicable  Tax-Related Items associated with the Grantee’s receipt and sale of shares of Common Stock acquired  through his or her participation in the Plan and the receipt of any dividends on such shares of Common  Stock. Nature of Award: 17.  Nature of Award. By entering into this Agreement and accepting the grant of  Performance-Based Restricted Stock Units evidenced hereby, the Grantee acknowledges, understands,  and agrees that:  (a) the Grantee’s participation in the Plan is voluntary; (b) the Grantee is making an investment decision; (c) the shares of Common Stock will be issued to the Grantee only if the vesting conditions  are met and any necessary services are rendered by the Grantee over the vesting period; (d) the value of the underlying shares of Common Stock is not fixed and may increase or  decrease in value over the vesting period without compensation to the Grantee; (e) the future value of the shares of Common Stock that may be delivered in settlement of the  Performance-Based Restricted Stock Units (to the extent earned) is unknown,  indeterminable, and cannot be predicted with certainty; (f) neither the Company, the Employer, nor any other subsidiary shall be liable for any  foreign exchange rate fluctuation between the Grantee’s local currency and the United  States Dollar that may affect the value of the Performance-Based Restricted Stock Units,  any payment made pursuant to the Performance-Based Restricted Stock Units, or the  subsequent sale of any shares of Common Stock acquired under the Plan; (g) this Award is made solely by the Company, and the Company is solely responsible for  the administration of the Plan and the Grantee’s participation in the Plan;   (h) the Plan is established voluntarily by the Company, is discretionary in nature, and may be  terminated by the Company at any time, except as otherwise set forth in the Plan; (i) the grant of Performance-Based Restricted Stock Units is voluntary and occasional and  does not create any contractual or other right to receive future awards of Performance- Based Restricted Stock Units or benefits in lieu of Performance-Based Restricted Stock  Units, even if such awards have been awarded in the past;  (j) all decisions with respect to future awards, if any, will be at the sole discretion of the  Company; (k) this Award and the underlying shares of Common Stock, and the income from and value  of same, are not intended to replace any pension rights or compensation;  (l) this Award and the underlying shares of Common Stock, and the income from and value  of same, are not part of normal or expected compensation or salary for any purposes,  





 






ACTIVEUS 192813907v.17 including, but not limited to, calculating any vacation, vacation premium, thirteenth (13th)  salary, FGTS contributions, notice of termination, severance, resignation, termination,  redundancy, dismissal, or end-of-service payments; bonuses; long-service awards;  pension, retirement, or welfare benefits; or similar payments; (m) unless otherwise provided in the Plan or by the Company in its discretion, the  Performance-Based Restricted Stock Units and the benefits evidenced by this Agreement  do not create any entitlement to have the Performance-Based Restricted Stock Units or  any such benefits transferred to, or assumed by, another company nor to be exchanged,  cashed out, or substituted, in connection with any corporate transaction affecting the  Common Stock;  (n) the Company is not providing any tax, legal or financial advice, nor is the Company  making any recommendations regarding the Grantee’s participation in the Plan or the  Grantee’s acquisition or sale of the underlying shares of Common Stock; and (o) the Grantee should consult with his or her own personal tax, legal and financial advisors  regarding his or her participation in the Plan before taking any action related to the Plan. Language: 18. Language. The Grantee warrants and represents that he/she is fluent in English and fully  and unmistakably understands the terms and conditions of this Agreement. If the Grantee has received  this Agreement or any other document related to the Plan translated into a language other than English  and if the meaning of the translated version differs from the English version, the English version shall  control. Imposition of Other Requirements: 19. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 20. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. Data Privacy: 21. Data Privacy. (a) The Company, in its capacity as Controller, grants Awards under the Plan to employees  of the Company and its subsidiaries in its sole discretion. In conjunction with the  Company’s grant of the Award under the Plan and its ongoing administration of such  awards, the Company collects, uses and otherwise processes (“Process (es)(ing)”) the  Grantee’s personal data (“Personal Data”), including the Grantee’s name, home address,  email address, and telephone number, date of birth, social insurance number or other  identification number, salary, citizenship, job title, any shares of Common Stock or  directorships held in the Company, and details of all Awards or any other equity  





 






ACTIVEUS 192813907v.17 compensation awards granted, canceled, exercised, vested, or outstanding in the  Grantee’s favor, which the Company receives from the Grantee or the Employer. (b) Data Collection, Processing and Usage.  In granting the Award under the Plan, the  Company will Process the Grantee’s Personal Data for purposes of allocating shares of  Common Stock and implementing, administering and managing the Plan.  The  Company’s legal basis, where required, for the Processing of the Grantee’s Personal Data  is the necessity for the Company to (i) perform its contractual obligations under this  Agreement, (ii) comply with legal obligations established in Brazil, and/or (iii) pursue the  legitimate interest of the Company and/or its subsidiary in granting to the Grantee the  Awards.  (c) Stock Plan Administration Service Provider. The Company transfers the Grantee’s  Personal Data to Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates,  independent service providers based in the United States, which assist the Company with  the implementation, administration and management of the Plan (the “Service Provider”).   In the future, the Company may select a different Service Provider and share the  Grantee’s Personal Data with another company that serves in a similar manner.  The  Service Provider will open an account for the Grantee to receive and trade shares of  Common Stock acquired under the Plan.  The Grantee will be asked to agree on separate  terms and data processing practices with the Service Provider, which is a condition to the  Grantee’s ability to participate in the Plan. (d) International Data Transfers. The Company and the Service Provider are based in the  United States.  The Grantee should note that the Grantee’s country of residence may have  enacted data privacy laws that are different from the United States.  In order to protect the  Grantee’s privacy, where Personal Data are transferred by or on behalf of the Company  to other countries or organizations that have not been recognized as providing regulatory  protection similar to the Grantee’s country, the Company contractually obliges its  international entities, affiliates and service providers to comply with the applicable data  protection laws and principles through standard clauses that have been approved or  recognized by the relevant regulators.  The Company also relies on the Grantee’s consent  per this Agreement as the legal basis for the transfer of the Grantee’s Personal Data to the  United States. By signing this Agreement, the Grantee provides consent to the  international transfer of the Grantee’s Personal Data and the processing of such  Personal Data in accordance with this Paragraph.  (e) Voluntariness and Consequences of Failure to Perform Under the Agreement, Consent  Denial or Consent Withdrawal.  The Grantee’s participation in the Plan and his/her  performance under this Agreement, including agreeing to the Processing of the necessary  Personal Data is purely voluntary.  The Grantee may end his/her participation in the Plan,  terminate this Agreement or deny or withdraw his/her consent to the transfer of his/her  Personal Data at any time.  If the Grantee does not consent, or if the Grantee later  withdraws his/her consent, the Grantee may be unable to participate in the Plan.  This  will not affect the Grantee’s existing employment or salary; instead, the Grantee merely  may forfeit the opportunities associated with the Plan. Any Consent Withdrawal shall not  affect the lawfulness of Processing based on consent before its withdrawal.  The  Company will continue to retain the information that the Grantee provided to the  Company before the Grantee withdrew his/her consent for as long as allowed or required  by applicable law.    





 






ACTIVEUS 192813907v.17 (f) Data Subjects Rights. Subject to the exceptions or limitations established by applicable  Brazilian law or regulation, the Grantee has the right to: (a) request confirmation of the  processing of his/her Personal Data; (b) request access to the Personal Data; (c) request  the correction and/or update of  the Personal Data; (d) request the anonymization,  blocking or elimination of the Personal Data that is unnecessary, excessive or processed  in violation of the law; (e) request the transfer of the Personal Data from one service  provider to another; (f) request the deletion of the Personal Data previously processed  with the Grantee’s consent; (g) request an identification of the public and private entities  to which the Company’s disclosed the Personal Data or with which the Company used a  shared database containing the Grantee’s Personal Data; and (h) object to the processing  of the Personal Data. To receive clarification regarding the Grantee’s rights or to exercise  his/her rights, the Grantee should refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/ and contact his or her local human  resources department.  (g) Personal Data Retention. The Company and its Service Provider will retain the Grantee’s  Personal Data no longer than necessary for the purpose for which it was processed for the  duration of this Agreement, unless a longer period is required to comply with applicable  laws. Retention periods may vary depending on i) purpose for which the Personal Data  was collected and used, which may differ depending on the nature of the Personal Data  and the activities involved, ii) the length of the Grantee’s participation in the Plan, or iii)  whether there are legal obligations to which either the Company or the Grantee are  subject. (h) For more information on how the Company processes the Grantee’s Personal Data,  please refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/.  Canada Vesting of Performance-Based Restricted Stock Units: The following provision supplements Paragraph 3 Sub-paragraph (b) of the Agreement: Where Awards are settled with shares of Common Stock that are not newly-issued, settlement of the  Awards shall take place, at the latest, on or prior to December 31 of the calendar year which is three (3)  years after the calendar year in which the performance of services, for which Awards are granted,  occurred. Termination of Employment: The following provision replaces the second paragraph of Paragraph 6 of the Agreement: IN ACCEPTING THE AWARD, THE GRANTEE SPECIFICALLY ACKNOWLEDGES THAT  THE GRANTEE HAS READ AND EXPRESSLY ACCEPTS PARAGRAPH 6 OF THIS  AGREEMENT, AS AMENDED BY THE FOLLOWING PROVISION: For purposes of the Plan, the Award or this Agreement, a termination of employment or the date upon  which the Grantee is no longer employed shall be deemed to have occurred on the date upon which the  Grantee ceases to perform active employment duties for the Company or its subsidiaries following the  provision of any notification of termination by the Company either with or without cause, or because of  disability, or because of the voluntary or involuntary resignation or retirement from employment by the  Grantee, and without regard to any period of notice of termination of employment (whether expressed or  





 






ACTIVEUS 192813907v.17 implied), any period of notice of resignation or retirement or any period of pay in lieu of any notice,  severance or salary continuation or other entitlement, to which the Grantee might then be entitled,  whether under contract, common or civil law or otherwise, save and except as may be otherwise  required by applicable employment standards legislation.  Notwithstanding any other provision of the  Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary and except as  may be required by applicable employment standards legislation, a) 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 (for any reason), on a pro- rata basis or otherwise, and whether under contract, common or civil law or otherwise and b) any  payments made under the Plan or that would have been made but for the termination, shall not be  included in any damages for wrongful dismissal at common or civil law nor in any damages for a lost  opportunity to earn the incentive during a common or civil law reasonable notice period.  No amounts  earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of any  other plan of the Company or any of its subsidiaries. Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential and Proprietary Information.  The Grantee acknowledges that in  connection with his/her employment with the Company, the Grantee is placed in a position of  confidence and trust with the Company, and in line with that position has and will continue to have  access to information of a nature not generally disclosed to the public. The Grantee agrees to keep  confidential and not: (i) use or (ii) disclose to anyone any Confidential and Proprietary Information,  except in the proper course of the Grantee’s duties to the Company, as required by law or as authorized  by the Board of Directors.  “Confidential and Proprietary Information” includes but is not limited to all  Company trade secrets, business and strategic plans, financial details, computer programs, manuals,  contracts, current and prospective client and supplier lists, and all other documentation, business  knowledge, data, material, property and supplier lists, and developments owned, possessed or controlled  by the Company, regardless of whether possessed or developed by the Grantee in the course of his/her  employment.  Such Confidential and Proprietary Information may or may not be designated as  confidential or proprietary and may be oral, written or electronic media. The Grantee understands that  such information is owned and shall continue to be owned solely by the Company, and hereby  represents that he/she has not and will not disclose, directly or indirectly, in whole or in part, any  Confidential and Proprietary Information.  The Grantee acknowledges that he/she has complied and will  continue to comply with this commitment, both as an employee and after the termination of his/her  employment. Notwithstanding the foregoing, Confidential and Proprietary Information does not include any  information that: (1) is already in the public domain or becomes available to the public through no  breach by the Grantee of this Agreement; (2) was lawfully in the Grantee’s possession prior to  disclosure to the Grantee by the Company; (3) is lawfully disclosed to the Grantee by a third party (other  than the Company, or any of its representatives, agents or employees) without any obligations of  confidentiality attaching to such disclosure; or (4) is developed by the Grantee entirely on his/her own  time without the Company’s equipment, supplies or facilities and does not relate at the time of  conception to the Company’s business or actual or demonstrably anticipated research or development.   Information shall not be deemed to be in the public domain merely because any part of said information  is embodied in general disclosures or because individual features, components, or combinations thereof  are now or become known to the public or are in the public domain. 





 






ACTIVEUS 192813907v.17 The provisions in this Agreement do not prohibit the Grantee from communicating with any  governmental authority or making a report in good faith and with a reasonable belief of any violations of  law or regulation to a governmental authority, or from testifying or participating in a legal proceeding  relating to such violations, including making other disclosures protected or required by any  whistleblower law or regulation to any appropriate government authority; provided expressly that the  Grantee agrees to honor the confidentiality obligations in this Agreement and will only share  Confidential and Proprietary Information with the Grantee’s lawyer or with the government agency or  entity.  Nothing in this Agreement shall be construed to permit or condone unlawful conduct, including  but not limited to the theft or misappropriation of Company property, trade secrets or information.  Non-Competition and Non-Solicitation: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5A. Non-Solicitation.  In consideration of the promises contained herein and the Grantee’s  access and exposure to Confidential and Proprietary Information provided to him/her, and other good  and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees  that during his/her employment with the Company and continuing thereafter until (i) twelve (12) months  following the termination of his/her employment with the Company for any reason other than  Retirement, or (ii) in the event of a termination of employment due to Retirement, twelve (12) months  following the Vesting Date (in each case, except with respect to Sub-paragraph 5A(g), which restrictions  apply in perpetuity), he/she shall not, on behalf of the Grantee him/herself or on behalf of or in  conjunction with any other person, entity or organization other than the Company, whether as an agent  or otherwise: (a) Contact, call on, and/or solicit, either directly or indirectly, any customers, clients, and/or  patrons or prospective customers, clients and/or patrons of the Company with whom the  Grantee directly performed any services or had any direct business contact for any  purpose which is in competition, in whole or in part, with the Business (as defined at  Sub-paragraph 5B); (b) Take away any business, divert business, and/or influence or attempt to influence, either  directly or indirectly, any customers, clients and/or patrons or prospective customers,  clients and/or patrons of the Company with whom the Grantee directly performed any  services or had any direct business contact; (c)  Contact, call on, and/or solicit, either directly or indirectly, any customers, clients and/or  patrons or prospective customers, clients and/or patrons of the Company whose entity- or  other customer-specific information the Grantee discovered or gained access to as a result  of the Grantee’s access to Company Confidential and Proprietary Information, for any  purpose which is in competition, in whole or in part, with the Business; (d) Take away business, divert business, and/or influence or attempt to influence, either  directly or indirectly, any customers, clients and/or patrons or prospective customers,  clients and/or patrons of the Company whose entity- or other customer-specific  information the Grantee discovered or gained access to as a result of the Grantee’s access  to Company Confidential and Proprietary Information; (e) Utilize the Company’s Confidential and Proprietary Information to solicit, take away  business, divert business, and/or influence or attempt to influence, either directly or  indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or  patrons of the Company;  (f) Solicit or induce, either directly or indirectly, any employee of the Company to leave the  employ of the Company or become employed with or otherwise engaged by any person,  





 






ACTIVEUS 192813907v.17 entity or organization other than the Company; or take any action to assist any subsequent  employer or any other person, entity or organization, either directly or indirectly, in  soliciting or inducing any Company employee to leave the employ of the Company or  become employed with or otherwise engaged by any person, entity or organization other  than the Company; or hire or employ, or assist in the hiring or employment of, either  directly or indirectly, any individual employed by the Company within sixty (60) days  preceding that individual’s hire by the Grantee or his/her subsequent employer, the  whole, to the extent that the Grantee is aware that the individual is or was employed by  the Company, as the case may be; and/or (g) Subject to Paragraph 4 (including the last paragraph therein), except in the proper course  of the Grantee’s duties to the Company in the ordinary course of business, except as  required by law or as otherwise explicitly directed in writing by an officer of the  Company, directly or through others: (a) provide any Confidential and Proprietary  Information, including any information derived from the Grantee’s experience with the  Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or  has reason to believe may be an investor or prospective investor in the Company, (iii) a  member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or  potential litigant against the Company, (vi) any other person seeking information  regarding the Company (including, without limitation, information with respect to its  business, executives, directors, balance sheet, history, prospects or opportunities) or  seeking to change or influence the control of the Company, or (vii) any person acting on  behalf of any of the foregoing (any such person described in clauses (i) to (vii), a  “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage,  or could otherwise cause harm to, the business or reputation of the Company and/or any  current or former officer, director or employee of the Company; (c) join a “group” or  become a “participant” in a solicitation with respect to the Company (other than a  solicitation by the Board of Directors), as those terms are defined in applicable securities  laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential  Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding  against the Company, (ii) undertaking a proxy contest, withhold campaign or other  shareholder activism campaign or proxy solicitation against the Company, (iii) proposing  to acquire the Company or any of its assets or subsidiaries or (iv) making any other  demands of the Company.  If the Grantee is contacted by any Potential Adverse Party, the  Grantee shall promptly provide written notice thereof to the Company’s Chief Legal  Officer (the “CLO”), and shall not discuss the Company with any such Potential Adverse  Party without prior written approval from the CLO. 5B. Non-Competition.  In consideration of the promises contained herein and the Grantee’s  access and exposure to Confidential and Proprietary Information provided to him/her, and other good  and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees  that during his/her employment with the Company and (1) with respect to all Grantees based in Ontario,  continuing thereafter until (Y) twelve (12) months following the termination of his/her employment with  the Company or (Z) in the event of a termination due to Retirement, twelve (12) months following the  Vesting Date, in each case if the Grantee was classified by the Company in its human resources  information system of record as being in an executive role (i.e. chief executive officer, president, chief  administrative officer, chief operating officer, chief financial officer, chief information officer, chief  legal officer, chief human resources officer or chief corporate development officer, or holds any other  chief executive position) as of his/her last day of employment with the Company or (2) with respect to  all other Grantees, (i) (Y) twelve (12) months following the termination of his/her employment with the  Company or (Z) in the event of termination due to Retirement, twelve (12) months following the  





 






ACTIVEUS 192813907v.17 Vesting Date, in each case if the Grantee was classified by the Company in its human resources  information system of record as being in a Director-level role or above (e.g., Director, VP, SVP, CEO,  etc.) as of his/her last day of employment with the Company, or (ii) (Y) six (6) months following the  termination of his/her employment with the Company or (Z) in the event of termination due to  Retirement, six (6) months following the Vesting Date, in each case if the Grantee was classified by the  Company in its human resources information system of record as being in a role below Director-level  (e.g., Manager, Team Lead, Individual Contributor, etc.) as of his/her last day of employment with the  Company, he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with  any other person, entity or organization other than the Company, whether as an agent or otherwise,  become employed by, render services to or directly or indirectly (whether for compensation or  otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder,  lender, investor, corporate officer, board member, director, or in any other individual or representative  capacity), 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 in the Restricted Area.  For purposes of this Paragraph, 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 during the Grantee’s employment with the Company or within six (6) months after the  Grantee’s termination of employment with the Company 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 relating to transaction or  payment processing, including those for the benefit of fleets; travel; healthcare; education; payroll; or,  benefits 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 to the best of his/her knowledge  contemplated to be sold by the Company 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 (collectively the  “Business”).  For purposes of this Paragraph, the “Restricted Area” is Canada.  The restrictions in this  Paragraph shall not be construed to prevent the Grantee from, following the termination of his/her  employment with the Company, working for a business entity that does not compete with the Business  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 Grantee’s job responsibilities at that entity  are unrelated to the Competing Enterprise. The restrictions in this Paragraph will not apply to  employment by or the rendering of services to businesses that sell fuel or convenience items if those  businesses are not directly competing with the Company or its subsidiaries, owned or controlled. The  restrictions in this Paragraph shall also not be deemed to prohibit the Grantee from owning not more  than one percent (1%) of the total shares of all classes of stock of any publicly held company.   5C. Additional Provisions.  The Company has previously entered into agreements with  certain executives and employees that contain restrictive covenants (“Restrictions”).  For the avoidance  of doubt, if the Grantee is party to an employment or other agreement containing Restrictions on (a)  confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients  and/or patrons of the Company, (c) solicitation or hire of Company employees, and/or (d) competition  (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the  Grantee shall remain bound by such Existing Restrictions.  To the extent the restrictions contained in  Paragraph 4, Sub-paragraph 5A, Sub-paragraph 5B or Sub-paragraph 5C of this Agreement conflict in  any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the  provision that provides the greatest protection to the Company that is enforceable under applicable law.   





 






ACTIVEUS 192813907v.17 The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject  of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and  necessary under the circumstances and are reasonably required for the protection of the Company.  The  Grantee also acknowledges that in the event he/she breaches any part of Paragraph 4, Sub-paragraph 5A,  Sub-paragraph 5B or Sub-paragraph 5C of this Agreement, the damages to the Company would be  irreparable.  Therefore, in addition to monetary damages and/or reasonable legal fees, the Company  shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction  to enforce the restrictive covenants contained in this Agreement.  Further, the Grantee consents to the  issuance of a temporary restraining order or preliminary injunction to maintain the status quo pending  the outcome of any proceeding.  The Grantee further understands and agrees that if he/she breaches any  covenant set forth in Sub-paragraphs 5A or 5B, the duration of any covenant so breached shall, to the  fullest extent permitted by law, automatically be tolled from the date of the first breach until the date  judicial relief providing effective remedy for such breach or breaches is obtained by the Company, or  until the Company states in writing that it will seek no judicial relief for such breach. If any one or more provisions of Paragraph 4, Sub-paragraph 5A, Sub-paragraph 5B or Sub-paragraph  5C shall for any reason be held to be excessively broad as to time, geographical scope, activity or  subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the greatest extent  compatible with applicable law as it shall then appear, and the parties expressly agree that any of the  provisions of Paragraph 4, Sub-paragraph 5A, Sub-paragraph 5B or Sub-paragraph 5C may be reformed,  modified, revised, edited or blue-penciled to make such provision enforceable, to the fullest extent  permitted by law, and the parties consent to the enforcement of such provision as so reformed, modified,  revised, edited or blue-penciled. The Grantee agrees, subject to applicable law, during (i) the twelve (12) month period following the  termination of his/her employment with the Company, or (ii) in the event of a termination of  employment due to Retirement, the twelve (12) month period following the Vesting Date, to disclose to  the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted to,  or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete  description of the Grantee’s duties. The Grantee agrees to make such disclosure to the Company no later  than the date on which the Grantee accepts or otherwise agrees to become employed by, contracted to,  or otherwise affiliated with such person or entity. While the Grantee is employed with the Company and continuing thereafter until (i) twelve (12) months  following the termination of his/her employment with the Company, or (ii) in the event of a termination  of employment due to Retirement, twelve (12) months following the Vesting Date, the Grantee will  provide any person or entity that the Grantee seeks an offer of employment or other engagement or  retention from notice of the existence of this Agreement and the terms of Paragraphs 4 and 5 before  requesting or accepting such an offer.   If the Grantee fails to provide such notice, the Grantee  understands that the Grantee may be held liable for any consequential damages resulting from such  failure.  The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise make  the provisions of Paragraphs 4 or 5 of this Agreement known to, any of the Grantee’s potential and  future employers or other entity considering engaging the Grantee or which has engaged or employed  the Grantee.  The Grantee agrees not to assert any claim that such conduct by the Company is legally  actionable interference or otherwise impermissible regardless of whether or not the provisions of  Paragraphs 4 or 5 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Paragraph 4, Sub-paragraph 5A, Sub-paragraph 5B and Sub- paragraph 5C, upon termination of his/her employment, the Grantee shall promptly sign and deliver the  Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company. 





 






ACTIVEUS 192813907v.17 Governing Law: The following provision replaces Paragraph 9 of the Agreement in its entirety: 9. 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 province in which the Grantee  performs the majority of his or her work for the Company and the federal laws of Canada applicable in  that province. Tax Obligations: The following provision replaces Paragraph 10 of the Agreement in its entirety:  10. 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 and settlement  of an 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 Common 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. Voluntary Participation: 16. Voluntary Participation. By accepting this Award of securities, the Grantee represents  and warrants to the Company that his or her participation in the trade and acceptance of such securities  is voluntary and that he or she has not been induced to participate by expectation of engagement,  appointment, employment or continued engagement, appointment or employment, as applicable. Language 17. Language.  The parties have requested that this document be drawn up in the English  language. / Les parties ont exigé que le présent document soit rédigé dans la langue anglaise. Imposition of Other Requirements: 18. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 19. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. Data Privacy: 20. Data Privacy. The Grantee hereby authorizes the Company and the Company’s  representatives to discuss with and obtain all relevant information from all personnel, professional or  not, involved in the administration and operation of the Plan.  The Grantee further authorizes the  Company, the Employer and/or any other affiliate to disclose and discuss such information with their  





 






ACTIVEUS 192813907v.17 advisors.  The Grantee also authorizes the Company, the Employer and/or any other affiliate to record  such information and to keep such information in the Grantee’s employee file. Additional Acknowledgements and Authorizations: 21. Additional Acknowledgements and Authorizations.  By accepting the Award, the  Grantee acknowledges, understands and agrees that: (a) the future value of the shares of Common Stock underlying the Award is unknown, indeterminable  and cannot be predicted with certainty; (b) neither the Company, the Employer, nor any other subsidiary shall be liable for any foreign  exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that  may affect the value of the Award, any payment made pursuant to the Award, or the subsequent  sale of any shares of Common Stock acquired under the Plan; and (c) the Company is not providing any tax, legal or financial advice, nor is the Company making any  recommendations regarding participation in the Plan or the acquisition or sale of the shares of  Common Stock. The Grantee should consult with his or her personal tax, legal and financial  advisors regarding participation in the Plan before taking any action related to the Plan. France WEX EUROPE SERVICES SAS employees, a subsidiary of the Company, benefit from the measures of  this document subject to the rules applicable under French law.  "Eligible employees" for the purposes of Performance-Based Restricted Stock Unit Awards shall include  employees and managing directors only of the Company. Award: The following provisions replace Paragraph 2 of the Agreement in its entirety 2. Award. Concurrently with the acknowledgement of this Agreement and concurrently  with and contingent upon the Grantee’s acknowledgement of the Memorandum, and further subject to  the terms and conditions set forth in the Plan and this Agreement, including without limitation, the  Grantee’s agreement to comply with the confidentiality obligation and non-compete during the  employment contract defined in the Grantee’s employment contract, the Company hereby grants the  number of Performance-Based Restricted Stock Units indicated in the Memorandum to the Grantee.   Each Performance-Based Restricted Stock Unit entitles the Grantee, upon vesting, to such number of  shares of Common Stock as is determined pursuant to Schedule 1 based on attainment of performance  goals and continued employment or as otherwise set forth in this Agreement. In accepting this Award,  the Grantee agrees to be bound by any clawback policy that the Company has adopted or may adopt in  the future, to the fullest extent permitted by applicable law. Vesting of Performance-Based Restricted Stock Units: The following provisions replace Paragraph 3 of the Agreement in its entirety: 3. Vesting and Settlement of Performance-Based Restricted Stock Units (a) Upon the vesting of the Award, as described in this Paragraph, the Company shall deliver  for each Performance-Based Restricted Stock Unit that becomes vested, such number of shares of  Common Stock as is determined pursuant to Schedule 1, based on attainment of performance goals.  Subject to Paragraph 10, the Common Stock shall be delivered as soon as practicable following the  Vesting Date or event set forth below, but in any case, within thirty (30) days after such date or event. 





 






ACTIVEUS 192813907v.17 (b) Subject to Sub-paragraphs 3(c), (d) and (e) and the Grantee’s compliance with the  confidentiality obligation and non-compete during the employment contract defined in the Grantee’s  employment contract, as set forth in the Memorandum, the Performance-Based Restricted Stock Units  subject to this Award shall become vested, if at all, on the third anniversary of the Date of Grant (the  “Vesting Date”), in a number that is determined based on achievement of the performance goals set  forth in Schedule 1, so long as the Grantee remains employed with the Company or its subsidiaries  through such Vesting Date and any such vested Performance-Based Restricted Stock Units shall be  settled in accordance with Sub-paragraph 3(a). (c) Notwithstanding Sub-paragraph 3(b), upon the Grantee’s death, (i) if the final number of  Performance-Based Restricted Stock Units that are eligible for vesting is not determined, the Award  shall become immediately vested as to the Target number of Performance-Based Restricted Stock Units  set forth in the Memorandum that have not yet vested pursuant to Sub-paragraph 3(b) and such  Performance-Based Restricted Stock Units shall be settled in accordance with Sub-paragraph 3(a),  subject to any terms and conditions set forth in the Plan or imposed by the Leadership Development and  Compensation Committee of the Board of Directors (the “Committee”); or (ii) if the final number of  Performance-Based Restricted Stock Units that are eligible for vesting has been determined pursuant to  Schedule 1, then the Award shall become immediately vested for such determined level of vesting for  the Performance-Based Restricted Stock Units and such Performance-Based Restricted Stock Units shall  be settled in accordance with Sub-paragraph 3(a), subject to any terms and conditions set forth in the  Plan or imposed by the Committee. (d) Notwithstanding Sub-paragraph 3(b), if after six (6) months of employment have been  completed following the Date of Grant set forth in the Memorandum, and prior to the Vesting Date, the  Grantee’s employment with the Company terminates by reason of Retirement, the Performance-Based  Restricted Stock Units shall continue to be eligible to vest and be settled in accordance with the schedule  set forth in Sub-paragraphs 3(a) and 3(b) above and as determined pursuant to Schedule 1, subject to (i)  the Grantee’s continued compliance with the provisions of this Agreement on such date and the  confidentiality obligation and non-compete during the employment contract defined in the Grantee’s  employment contract, (ii) the Grantee’s execution of a separation agreement and release of claims in a  form determined by the Company and agreed with the Grantee (and executed by deed where  appropriate), within the consideration period specified in such agreement following the date of such  termination (such period ending on the date of such agreement’s execution, the “Consideration Period”)  and the Grantee’s non-revocation of the execution of such agreement during the revocation period  specified in such agreement following the expiration of the Consideration Period (the “Revocation  Period”) and (iii) the Grantee’s successful completion of the Grantee’s transitional duties prior to the  date of such termination; provided, that, (A) in the event of the Grantee’s death following the Grantee’s  Retirement and prior to the Vesting Date, the Award shall immediately vest and be settled in accordance  with Sub-paragraphs 3(a) and 3(c) above at Target, except in the event that the final number of  Performance-Based Restricted Stock Units that are eligible for vesting has been determined pursuant to  Schedule 1, then the Award shall become immediately vested for such determined level of vesting for the  Performance-Based Restricted Stock Units and such Performance-Based Restricted Stock Units shall be  settled in accordance with Sub-paragraph 3(a), subject to any terms and conditions set forth in the Plan  or imposed by the Committee and (B) in the event that the Vesting Date occurs following the date of  such termination, but prior to the expiration of the Revocation Period, the Performance-Based Restricted  Stock Units that would otherwise vest on the Vesting Date and be settled on or within thirty (30) days  following the Vesting Date in accordance with Sub-paragraphs 3(a) and (b) shall instead vest and be  settled on the date immediately following the expiration of the Revocation Period (or, if the  Consideration Period and the Revocation Period could span two (2) calendar years, the Performance- Based Restricted Stock Units shall be vested and settled on the first regularly scheduled payroll date  during the second calendar year). For purposes of this Agreement, “Retirement” shall mean termination  





 






ACTIVEUS 192813907v.17 of employment upon at least six (6) months of prior written notice by the Grantee to the Grantee’s direct  manager at the Company, and other than for Cause (as defined in the Plan), provided that the Grantee  has satisfied at the time of notice any of the following: (i) on or after the attainment of fifty-five (55)  years of age and ten (10) full continuous years of service, (ii) on or after the attainment of sixty (60)  years of age and five (5) full continuous years of service or (iii) on or after the attainment of sixty-five  (65) years of age and two (2) full continuous years of service, in each case, as determined by the  Company’s HRIS.  Notwithstanding the foregoing, if (i) the Company receives a legal opinion that there  has been a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would result  in the favorable treatment that applies to the Award under this Sub-paragraph 3(d) being deemed  unlawful, or (ii) the confidentiality obligation and non-compete during the employment contract defined  in the Grantee’s employment contract are held by any court or government authority (or otherwise  deemed) to be void, unlawful or unenforceable as written with respect to the Grantee, the provisions of  Sub-paragraph 3(d) will not be applicable to the Grantee and the remaining provisions of Paragraph 3  will govern. (e) (i) Notwithstanding Sub-paragraph 3(b), upon a “Change in Control” of the Company, if  the surviving entity does not agree to assume the obligations set forth in the Agreement, then the Award  shall become immediately vested as set forth below and the Award shall be settled in accordance with  Sub-paragraph 3(a) above, subject to any terms and conditions set forth in the Plan or imposed by the  Committee; provided, however, that (A) in the event that the Performance-Based Restricted Stock Units  constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of  the Internal Revenue Code of 1986, as amended (the “Code”) and (B) the Change in Control does not  constitute a “change in control event” within the meaning of Section 409A of the Code, the  Performance-Based Restricted Stock Units shall vest immediately upon such Change in Control as set  forth below but shall be payable in accordance with the schedule set forth in Sub-paragraphs 3(a) and  3(b) hereof, or earlier as set forth in Sub-paragraphs 3(a) and 3(c).  In the event that the Award becomes  immediately vested upon a Change in Control that occurs prior to or during the performance period, the  Grantee shall vest in the Target number of Performance-Based Restricted Stock Units set forth in the  Memorandum, and the Target performance goal shall be deemed achieved, unless the Committee  determines in its sole discretion to deem a higher level of achievement of the performance goal resulting  in a greater number of Performance-Based Restricted Stock Units vesting upon such Change in Control.  In the event the Award becomes immediately vested upon a Change in Control that occurs after such  period, the Grantee shall vest in the number of Performance-Based Restricted Stock Units set forth in  the Memorandum, determined based on the level of achievement of the performance goals pursuant to  Schedule 1.  (ii) Notwithstanding Sub-paragraph 3(b), upon a Change in Control, if the surviving entity does  agree to assume the obligations set forth in the Agreement, then the Award shall be subject to the  provisions to Section 10(c)(2) of the Plan and shall continue to be subject to the vesting and settlement  provisions of this Paragraph 3 as well as Schedule 1, determined based on the level of achievement of  the performance goals pursuant Schedule 1, provided, however, that (A) in the event that the  Performance-Based Restricted Stock Units constitute the payment of nonqualified deferred  compensation within the meaning of Section 409A Code and (B) the Change in Control does not  constitute a “change in control event” within the meaning of Section 409A of the Code, the  Performance-Based Restricted Stock Units shall vest immediately upon the applicable termination of  employment pursuant to Section 10(c)(2) of the Plan but shall be payable in accordance with the  schedule set forth in Sub-paragraphs 3(a) and 3(b) hereof, or earlier as set forth in Sub-paragraphs 3(a)  and 3(c). For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Plan. Confidential, non-compete and non-solicitation restrictions: 





 






ACTIVEUS 192813907v.17 The following provisions and the relevant clauses of the individual employment contracts and the  amendment to the individual employment contracts replace Paragraphs 4 and 5 of the Agreement in its  entirety: Confidential and Proprietary Information; Non-Competition and Non-Solicitation The Grantee hereby acknowledges and agrees to be bound by the provisions relating to confidential and  proprietary information, non-competition and non-solicitation, which are contained within the addendum  to the Grantee’s contract of employment and/or the Grantee’s contract of employment of near or even  date herewith.       No rights to continued employment or service: The following provision supplements Paragraph 8 of the Agreement: The grant of Awards under the Plan is made at the discretion of the Company and the Plan may be  suspended or terminated by the Company at any time.  The grant of an Award in one (1) year or at one  time does not in any way entitle the Grantee to an Award in the future. The Plan is wholly discretionary  and is not to be considered part of the Grantee's normal or expected compensation. The value of the Award is an extraordinary item of compensation which is outside the scope of the  Grantee's employment or service contract (if any). Governing Law: The following provision replaces Paragraph 9 of the Agreement in its entirety: 9. Governing Law. This Agreement and the legal relations between the parties shall be  governed by and construed in accordance with the laws of France. Any disputes shall be brought to and  adjudicated by the French civil courts. Tax Obligations: The following provisions replace Paragraph 10 of the Agreement in its entirety: 10. Tax Obligations. (a) 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 taxes and any other taxes or  contributions whatsoever, including social security contributions payable in connection with  the vesting of an Award. (b) The amount of taxes will be determined and paid in accordance with the applicable French legal  provisions. (c) Whether the Company must pay taxes or social contributions on behalf of the Grantee, the  Company may retain and withhold from delivery at the time of vesting that number of shares  of Common Stock having a fair market value equal to the taxes required to be withheld by  the Company from the Grantee, which is accepted by the Grantee.  Amendments; Severability: The following provisions replace Paragraph 13 of the Agreement in its entirety: 13. Amendments; Severability. (a) This Agreement may be amended or modified at any time by an instrument in writing  signed by the parties hereto. The Company may be amended or modified this agreement to adapt  it to the new legal provisions.  (b) The provisions of this Agreement are severable, such that in the event any provision of  this Agreement is found to be unenforceable, in whole or in part, the remainder of this  





 






ACTIVEUS 192813907v.17 Agreement will nevertheless be binding and enforceable. Consent to Receive Information in English: 16. Consent to Receive Information in English. The parties acknowledge that it is their  express wish that the Agreement, as well as all documents, notices and legal proceedings entered into,  given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous  documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement  ou indirectement, à la présente convention. Imposition of Other Requirements: 17. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. Data Privacy: 19. Data Privacy (a) The Company, in its capacity as Controller, grants Awards under the Plan to employees  of the Company and its subsidiaries in its sole discretion. In conjunction with the  Company’s grant of the Award under the Plan, the Company collects, uses and otherwise  processes (“Process (es)(ing)”) the Grantee’s personal data (“Personal Data”), including  the Grantee’s name, home address, email address, and telephone number, date of birth,  social insurance number or other identification number, salary, citizenship, job title, any  shares of Common Stock or directorships held in the Company, and details of all Awards  or any other equity compensation awards granted which the Company receives from the  Grantee or the Employer. (b) Data Collection, Processing and Usage. In granting the Award under the Plan, the  Company will Process the Grantee’s Personal Data for purposes of allocating shares of  Common Stock and implementing, administering and managing the Plan. The  Company’s legal basis, where required, for the Processing of the Grantee’s Personal Data  is the necessity for the Company to (i) perform its contractual obligations under this  Agreement, (ii) comply with legal obligations established in the European Union,  European Economic Area, and the United Kingdom (“EEA+”), and/or (iii) pursue the  legitimate interest of complying with legal obligations established outside of the EEA+. (c) Stock Plan Administration Service Provider. The Company transfers the Grantee’s  Personal Data to Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates,  independent service providers based in the United States, which assist the Company with  





 






ACTIVEUS 192813907v.17 the implementation, administration and management of the Plan (the “Service Provider”).   In the future, the Company may select a different Service Provider and share the  Grantee’s Personal Data with another company that serves in a similar manner.  The  Service Provider will open an account for the Grantee to receive and trade shares of  Common Stock acquired under the Plan.  The Grantee will be asked to agree on separate  terms and data processing practices with the Service Provider, which is a condition to the  Grantee’s ability to participate in the Plan. (d) Personal data will be converted for the duration of the Plan’s holding period or for a  longer holding period in order to meet legal requirements or to comply with rules relating  to the statutory limitation period for claims. (e) International Data Transfers. The Company and the Service Provider are based in the  United States.  The Grantee should note that the Grantee’s country of residence may have  enacted data privacy laws that are different from the United States.  In order to protect the  Grantee’s privacy, where Personal Data are transferred by or on behalf of the Company  to other countries or organizations that have not been recognized as providing regulatory  protection similar to the Grantee’s country, the Company contractually obliges its  international entities, affiliates and service providers to comply with the applicable data  protection laws and principles through standard clauses that have been approved or  recognized by the relevant regulators.  The Company also relies on the Grantee’s consent  per this Agreement as the legal basis for the transfer of the Grantee’s Personal Data to the  United States is the Grantee’s consent. (f) Voluntariness and Consequences of Failure to Perform Under the Agreement, Consent  Denial or Consent Withdrawal. The Grantee’s participation in the Plan and his or her  performance under this Agreement, including agreeing to the Processing of the necessary  Personal Data is purely voluntary. The Grantee may end his or her participation in the  Plan, terminate this Agreement or deny or withdraw his or her consent to the transfer of  his or her Personal Data at any time. If the Grantee does not consent, or if the Grantee  later withdraws his or her consent, the Grantee may be unable to participate in the Plan.  This will not affect the Grantee’s existing employment or salary; instead, the Grantee  merely may forfeit the opportunities associated with the Plan. (g) Data Subject Rights. The Grantee may have a number of rights under the data privacy  laws in the Grantee’s country of residence. For example, the Grantee’s rights may include  the right to (i) request access or copies of Personal Data the Company Processes, (ii)  request rectification of incorrect Personal Data, (iii) request deletion of Personal Data,  (iv) place restrictions on Processing, (v) lodge complaints with competent privacy or data  protection authorities in the Grantee’s country of residence, and/or (vi) request a list with  the names and addresses of any potential recipients of the Grantee’s Personal Data. To  receive clarification regarding the Grantee’s rights or to exercise his or her rights, the  Grantee should refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/ and contact his or her local human  resources department. Tax Information: 20. Tax Information. The Grantee understands that this Award is not intended to be French  tax-qualified. 





 






ACTIVEUS 192813907v.17 Additional Acknowledgements and Authorizations: 21. Additional Acknowledgements and Authorizations.  By accepting the Award, the  Grantee acknowledges, understands and agrees that: (a) the future value of the shares of Common Stock underlying the Award is unknown,  indeterminable and cannot be predicted with certainty; (b) neither the Company, the Employer, nor any other subsidiary shall be liable for any foreign  exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that  may affect the value of the Award, any payment made pursuant to the Award, or the subsequent  sale of any shares of Common Stock acquired under the Plan; and (c) the Company is not providing any tax, legal or financial advice, nor is the Company making any  recommendations regarding participation in the Plan or the acquisition or sale of the shares of  Common Stock. The Grantee should consult with his or her personal tax, legal and financial  advisors regarding participation in the Plan before taking any action related to the Plan. Germany The Grantee is employed by WEX Europe Services Telesales GmBH (the “Employer”) a wholly-owned  subsidiary of the Company (a “Group Company” and collectively, with all other subsidiaries of the  Company, the “Group Companies”). The Company has the authority under and pursuant to the Plan to grant awards to eligible employees of  the Company and its subsidiaries (each a “Group Company” and, collectively, the “Group Companies”). "Eligible employees" for the purposes of Performance-Based Restricted Stock Unit Awards made to  participants resident in Germany, shall include employees and managing directors only of the Employer.  Vesting of Performance-Based Restricted Stock Units: The following provisions replace Paragraph 3 Sub-paragraph (b) of the Agreement: (b) Subject to Sub-paragraphs 3(c), (d) and (e) and Paragraphs 4 and 5, as set forth in the  Memorandum, the Performance-Based Restricted Stock Units subject to the Award shall become  vested, if at all, on the third anniversary of the Date of Grant (the “Vesting Date”), in a number  that is determined, based on achievement of the performance goals set forth in Schedule 1 so  long as the Grantee remains employed with any of the Group Companies through such Vesting  Date and any such vested Performance-Based Restricted Stock Units shall be settled in  accordance with Sub-paragraph 3(a). Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential and Proprietary Information.  The Grantee acknowledges that in connection with  his/her employment with the Employer, the Grantee has and will continue to have access to  information of a nature not generally disclosed or readily accessible to the public in which there  is a legitimate interest in secrecy and which is the subject of appropriate secrecy measures. The  Grantee agrees to keep confidential and not: (i) use or (ii) disclose to anyone, any Confidential  Information, except in the proper course of the Grantee’s duties to the Employer and/or  Company, as required by law or as authorized by the Board of Directors. 





 






ACTIVEUS 192813907v.17 4.1  The term “Confidential and Proprietary Information” includes but is not limited to and is  agreed that the Employer and the Company have a legitimate interest in secrecy in  particular, but not limited to in respect of: 4.1.1 financial information relating to the Employer and any Group Company including  (but not limited to) management accounts, sales forecasts, dividend forecasts,  profit and loss accounts and balance sheets, draft accounts, results, order  schedules, profit margins, pricing strategies, and other information regarding the  performance or future performance of the Employer or any Group Company; 4.1.2 client or customer lists and contact lists, details of the terms of business with, the  fees and commissions charged to or by and the requirements of customers or  clients, prospective customers or clients of, buyers from and suppliers to the  Employer or any Group Company, price lists, discount structures, pricing  statistics, market research reports, renewal dates and any customer or prospective  customer complaints; 4.1.3 any information relating to expansion plans, maturing business opportunities,  business strategy, marketing plans, and presentations, tenders, projects, joint  ventures or acquisitions and developments contemplated, offered, or undertaken  by the Employer or any Group Company; 4.1.4 details of the employees, officers, and workers of and consultants to the Employer  or any Group Company, their job skills and capabilities and the remuneration and  other benefits paid to them; 4.1.5 copies or details of and information relating to know-how, research activities,  inventions, creative briefs, ideas, computer programs (whether in source code or  object code), secret processes, designs and formulae, or other intellectual property  undertaken, commissioned, or produced by or on behalf of the Employer or any  Group Company; 4.1.6 confidential reports or research commissioned by or provided to the Employer or  any Group Company and any trade secrets and confidential transactions of the  Employer or any Group Company;  4.1.7 details of any marketing, development, pre-selling or other exploitation of any  intellectual property, or other rights of the Employer or any Group Company, any  proposed options or agreements to purchase, license, or otherwise exploit any  intellectual property of the Employer or any Group Company, any intellectual  property which is under consideration for development by the Employer or any  Group Company, any advertising, marketing, or promotional campaign which the  Employer or any Group Company  is to conduct; and 4.1.8 any information which the Grantee ought reasonably to know is confidential and  any information which has been given to the Employer or any Group Company in  confidence by agents, buyers, clients, consultants, customers, suppliers, or other  persons. 4.2 The previous Sub-paragraph will apply to any such information whether designated as  confidential and proprietary or not and whether provided orally, in writing or on  electronic media. The previous Sub-paragraph will not apply to any information which  the Grantee can demonstrate: (i) was known to the Grantee prior to the commencement of  the Grantee’s employment by the Employer; or (ii) is in the public domain, other than by  way of unauthorized disclosure (whether by the Grantee or any other person). 





 






ACTIVEUS 192813907v.17 4.3 No Confidential and Proprietary Information may be reproduced (except in the proper  exercise of the Grantee’s duties to the Employer) or given to the press or any publication  whatsoever or in the form of a paper to a professional body without the prior written  consent of the Employer or the Company. 4.4 The Grantee shall not make copies of, or memorize any, Confidential and Proprietary  Information and shall on the Termination Date return to the Company any records in any  form of Confidential and Proprietary Information acquired or received by the Grantee  during the course of his/her employment and shall not retain any copy, in whatever  means, or summary of the same. 4.5 This Agreement shall not prevent the Grantee from: 4.5.1 reporting misconduct, or a serious breach of applicable regulatory requirements to  anybody responsible for supervising or regulating the matters in question; 4.5.2 disclosing the information specifically requested by a mandatory order issued by a  competent administrative authority or court; 4.5.3 reporting an offence to a law enforcement agency; or 4.5.4 co-operating with a criminal investigation or prosecution. Non-solicitation: The following provisions replace Paragraph 5 of the Agreement in its entirety:  5.              Restrictive Covenants 5.1  Definitions The following definitions apply to this Agreement unless the context requires otherwise: 5.1.1  “Critical Employee” means any person who is employed or engaged by or  seconded or assigned to the Company or any Group Company during the  Restricted Period and:  5.1.1.1  for whom, during the Relevant Period: a. the Grantee have had direct or indirect managerial responsibility;  or b. with whom the Grantee had contact or dealings; and 5.1.1.2  who, during the Relevant Period: a. had contact with Customers or Prospective Customers or suppliers  in performing his/her duties of employment with the Company or  any Group Company; and/or b. is in possession of Confidential and Proprietary Information about  Customers or Prospective Customers or suppliers; 5.1.2  “Customer” means any person, firm, company, business entity or other  organization whatsoever to which the Company or any Group Company  distributed, sold or supplied Restricted Goods or Restricted Services during the  Relevant Period; 5.1.3  “Prospective Customer” means any person, firm, company, business entity or  other organization whatsoever with which the Company or any Group Company  





 






ACTIVEUS 192813907v.17 had discussions during the Relevant Period regarding the possible distribution,  sale or supply of Restricted Goods or Restricted Services; 5.1.4      “Relevant Period” means the period of twelve (12) months immediately  preceding the start of the Restricted Period; 5.1.5  “Restricted Goods or Restricted Services” means: 5.1.5.1 any products and services provided by the Company or any Group  Company as at the Termination Date or which the Company or any Group  Company has planned to start providing within six (6) months of the  Termination Date including, without limitation: (i) the business of  developing, managing, operating, marketing, processing, financing, or  otherwise being involved in providing any products or services relating to  transaction or payment processing, including those for the benefit of fleets;  travel; healthcare; education; payroll; or, benefits 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 to the best of his/her knowledge contemplated to be sold  by the Company 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 researched, developed,  manufactured, distributed or sold by the Company or any Group  Company; and 5.1.5.2  with which the Grantee duties were materially concerned or for which the  Grantee, or any employee who was under the Grantee’s direct or indirect  supervision, were responsible during the Relevant Period, 5.1.5.3  or any products or services of the same type or materially similar to such  products or services; 5.1.6  “Restricted Period” means the period commencing on the earlier of (i) the  Termination Date; or (ii) such date on which the Grantee cease providing services  to the Company, and continuing for twelve (12) months in respect of the Non- Solicitation of Customers, Prospective Customers and Critical Employees in Sub- paragraph 5.2.1; 5.1.7  “Termination Date” means the date upon which the Grantee’s employment with  the Company terminates for whatever reason and howsoever arising, whether  lawfully or unlawfully. 5.2  Non-Solicitation.  5.2.1 In order to protect the Confidential and Proprietary Information, and business/customer   connections and workforce stability of the Company and any Group Company, and the  Grantee’s access and exposure to Confidential and Proprietary Information provided to  the Grantee, the Grantee agrees that during the appointment and during the Restricted  Period, without the Company’s consent, the Grantee shall not, on behalf of him/herself or  on behalf of or in conjunction with any other person, entity or organization other than the  Company and any Group Company, (and whether as an employee, employer, consultant,  





 






ACTIVEUS 192813907v.17 agent, principal, partner, corporate officer, board member, director, service provider or in  any other individual or representative capacity whatsoever), directly or indirectly: 5.2.1.1  In competition with the Company and/or any Group Company, contact, call on,  provide advice to, solicit, take away business, divert business, and/or influence or  attempt to influence, any Customer, or Prospective Customers of the Company or  any Group Company in respect of Restricted Goods or Restricted Services;  5.2.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the  employ of the Company or any Group Company; or hire or employ, or assist in  the hiring or employment of, either directly or indirectly, any Critical Employee  in the business of researching into, developing or otherwise dealing with  Restricted Goods or Restricted Services; and/or 5.2.1.3 In the event that the Grantee breaches his/her obligations under Sub-paragraphs  5.2.1.1-5.2.1.2, the Grantee shall pay to the Company a penalty equal to fifty  percent (50%) of the last contractual (fixed and variable) remuneration per breach. 5.2.2 Subject to the reporting of possible violations of the securities laws to the German  supervisory authority, the Financial Services and Markets Authority (FSMA), and except  in the proper course of the Grantee’s duties to the Company in the ordinary course of  business or as otherwise explicitly directed in writing by an officer of the Company,  directly or through others, the Grantee agrees to keep confidential and not: (a) provide  any confidential information, including any information derived from the Grantee’s  experience with the Company, to (i) any competitor of the Company, (ii) any person the  Grantee knows or has reason to believe may be an investor or prospective investor in the  Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v)  any litigant or potential litigant against the Company, (vi) any other person seeking  information regarding the Company (including, without limitation, information with  respect to its business, executives, directors, balance sheet, history, prospects or  opportunities) or seeking to change or influence the control of the Company, or (vii) any  person acting on behalf of any of the foregoing (any such person described in clauses (i)  to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that  disparage, or could otherwise cause harm to, the business or reputation of the Company  and/or any current or former officer, director or employee of the Company; (c) join a  “group” or become a “participant” in a solicitation with respect to the Company (other  than a solicitation by the Board of Directors), as those terms are defined in applicable  securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any  Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or  proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or  other shareholder activism campaign or proxy solicitation against the Company, (iii)  proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any  other demands of the Company.  If the Grantee is contacted by any Potential Adverse  Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief  Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential  Adverse Party without prior written approval from the CLO. For the avoidance of doubt,  the Restricted Period does not apply to this Sub-paragraph 5.2.2, it being understood that  the Grantee’s obligations continue in perpetuity.   5.2.3 The Company has previously entered into agreements with certain executives and  employees that contain restrictive covenants (“Restrictions”).  For the avoidance of  doubt, if the Grantee is a  party to an employment or other agreement containing  





 






ACTIVEUS 192813907v.17 Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or  prospective customers, clients and/or patrons of the Company and any Group Company,  (c) solicitation or hire of Company and any Group Company employees, and/or (d)  competition (collectively, “Existing Restrictions”), any such Existing Restrictions will  remain in effect and the Grantee shall remain bound by such Existing Restrictions and the  amount to be paid to the Grantee in consideration for the post-termination non-  competition obligations shall be the highest of both considerations, but not the addition of  both consideration.  To the extent the restrictions contained in this Agreement conflict in  any way with any Existing Restriction(s), such conflict shall be resolved by giving effect  to the restrictions in this Agreement. If after the date of this Agreement the Grantee  subsequently agrees to enter into an agreement containing restrictive covenants  (“Subsequent Restrictions”), to the extent that the restrictions contained in this  Agreement conflict in any way with any Subsequent Restrictions, such conflict shall be  resolved by giving effect to the Subsequent Restrictions. 5.2.4 The Grantee hereby agrees that the Grantee will at the request and cost of the Company  enter into a direct agreement or undertaking with any Group Company whereby the  Grantee will accept restrictions and provisions corresponding to the restrictions and  provisions in this Agreement (or such of them as may be appropriate in the  circumstances) in relation to such activities and such area and for such a period as such  Group Company may reasonably require for the protection of its legitimate business  interests. 5.2.5 If the Grantee’s employment transfers by operation of law to a third party (the  “Transferee”), this Agreement shall with effect from that transfer of employment apply  to the Grantee as if references to the Company included the Transferee and references to  any Group Company were construed accordingly, and as if the references to defined  terms in respect of the Company and any Group Company including but not limited to  "Customer", "Prospective Customer" and "Critical Employee", applied to the customers,  prospective customers and critical employees of the Transferee and their respective  Group Companies. The Grantee agrees to execute any such documents as may be  required to effectuate said benefit. 5.2.6 Each of the restrictions contained in this Sub-paragraph 5.2, each definition set out in  Sub-paragraph 5.1, each limb of such definition and each operative word within each  Sub-paragraph or definition is intended to be an entirely separate, severable and  independent restriction, notwithstanding that they are combined together for the sake of  brevity, and the Grantee agrees not to advance any argument to the contrary. In the event  that any of the restrictions shall be held to be void or ineffective but would be valid and  effective if some part of the wording thereof were deleted such restriction shall apply  with such modification as may be necessary to make it valid and effective. If such a  deletion applies to a definition, such deletion shall not apply to any other restriction, so  that each definition is deemed to be repeated each time it is used. If any one or more  provisions of Paragraphs 4 or 5 shall for any reason be held to be excessively broad as to  time, geographical scope, activity or subject, it shall be construed, by limiting and  reducing it, so as to be enforceable to the greatest extent compatible with applicable law  as it shall then appear, and the parties expressly agree that any of the provisions of  Paragraphs 4 or 5 may be reformed, modified, revised, edited or blue-penciled to make  such provision enforceable, to the fullest extent permitted by law, and the parties consent  to the enforcement of such provision as so reformed, modified, revised, edited or blue- penciled. 





 






ACTIVEUS 192813907v.17 5.2.7 The Grantee agrees to provide a copy of this Agreement to any employer or other person  to whom or with whom the Grantee is intending to provide services within the Restricted  Period before entering into any contractually binding agreement to perform such services. 5.2.8 Subject to any requirements under the General Data Protection Regulations, immediately  after agreeing to provide services to any person during the Restricted Period, the Grantee  will notify the Company of the identity of that person. 5.2.9 Upon termination of the Grantee’s employment, the Grantee shall promptly sign and  deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory  to the Company as a reminder and ratification of the Grantee undertaking to comply with  the Grantee obligations under this agreement. 5.2.10 The Grantee acknowledges that the period of time, activity and subject of the above- noted restrictive covenants imposed by this Agreement are fair, reasonable and necessary  under the circumstances and are reasonably required for the protection of the Company  and any Group Company. Tax Obligations: 10.   Tax Obligations.  The following provisions replace Paragraph 10 of the Agreement in its entirety: (a)   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 or contributions whatsoever, including social security contributions) payable in  connection with the vesting of an Award.  Accordingly, the Grantee agrees to remit to the Company  or any applicable subsidiary an amount sufficient to pay such taxes required to be withheld by the  Company.  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. (b)  Notwithstanding Sub-paragraph 10(a), the Company will retain and withhold from delivery at  the time of vesting that number of shares of Common Stock having a fair market value equal to any  taxes or contributions required to be withheld by the Company from the Grantee, which retained  shares shall fund the payment of such taxes or contributions by the Company or any company or  entity of the WEX Group on behalf of the Grantee. Paragraph 10 shall be without prejudice to the applicable tax and social security obligations under  German law applying to the Company or any Group Company. Language: 16. Language. The Grantee warrants and represents that he/she is fluent in English and fully and  unmistakably understands the terms and conditions of this Agreement and has been given the  opportunity to seek assistance in translation. If the Grantee has received this Agreement or any  other document related to the Plan translated into a language other than English and if the  meaning of the translated version differs from the English version, the English version shall  control. Imposition of Other Requirements: 17. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of  Common Stock acquired under the Plan, to the extent the Company determines it is necessary  





 






ACTIVEUS 192813907v.17 or advisable for legal or administrative reasons, and to require the Grantee to sign any  additional agreements or undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 18. Written Form Electronic Delivery and Acceptance. Each party shall receive a mutually signed  copy of this.  The Company may, in its sole discretion, decide to deliver any documents related  to current or future participation in the Plan by electronic means. The Grantee hereby consents  to receive such documents by electronic delivery and agrees to participate in the Plan through  an online or electronic system established and maintained by the Company or a third party  designated by the Company. Data Privacy: 19.   Data Privacy. (a) The Company, in its capacity as Controller, grants Awards under the Plan to  employees of the Company and its subsidiaries in its sole discretion. In conjunction  with the Company’s grant of the Award under the Plan and its ongoing administration  of such awards, the Company collects, uses and otherwise processes (“Process  (es)(ing)”) the Grantee’s personal data (“Personal Data”), including the Grantee’s  name, home address, email address, and telephone number, date of birth, social  insurance number or other identification number, salary, citizenship, job title, any  shares of Common Stock or directorships held in the Company, and details of all  Awards or any other equity compensation awards granted, canceled, exercised, vested,  or outstanding in the Grantee’s favor, which the Company receives from the Grantee  or the Employer. (b) Data Collection, Processing and Usage. In granting the Award under the Plan, the  Company will Process the Grantee’s Personal Data for purposes of allocating shares of  Common Stock and implementing, administering and managing the Plan. The  Company’s legal basis, where required, for the Processing of the Grantee’s Personal  Data is the necessity for the Company to (i) perform its contractual obligations under  this Agreement, (ii) comply with legal obligations established in the European Union,  European Economic Area, and the United Kingdom (“EEA+”), and/or (iii) pursue the  legitimate interest of complying with legal obligations established outside of the  EEA+. (c) Stock Plan Administration Service Provider. The Company transfers the Grantee’s  Personal Data to Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates,  independent service providers based in the United States, which assist the Company  with the implementation, administration and management of the Plan (the “Service  Provider”). In the future, the Company may select a different Service Provider and  share the Grantee’s Personal Data with another company that serves in a similar  manner. The Service Provider will open an account for the Grantee to receive and  trade shares of Common Stock acquired under the Plan. The Grantee will be asked to  agree on separate terms and data processing practices with the Service Provider, which  is a condition to the Grantee’s ability to participate in the Plan. (d) International Data Transfers. The Company and the Service Provider are based in the  United States. The Grantee should note that the Grantee’s country of residence may  have enacted data privacy laws that are different from the United States. In order to  protect the Grantee’s privacy, where Personal Data are transferred by or on behalf of  the Company to other countries or organizations that have not been recognized as  





 






ACTIVEUS 192813907v.17 providing regulatory protection similar to the Grantee’s country, the Company  contractually obliges its international entities, affiliates and service providers to  comply with the applicable data protection laws and principles through standard  clauses that have been approved or recognized by the relevant regulators. The  Company also relies on the Grantee’s consent per this Agreement as the legal basis for  the transfer of the Grantee’s Personal Data to the United States is the Grantee’s  consent. (e) Voluntariness and Consequences of Failure to Perform Under the Agreement, Consent  Denial or Consent Withdrawal. The Grantee’s participation in the Plan and his or her  performance under this Agreement, including agreeing to the Processing of the  necessary Personal Data is purely voluntary. The Grantee may end his or her  participation in the Plan, terminate this Agreement or deny or withdraw his or her  consent to the transfer of his or her Personal Data at any time. If the Grantee does not  consent, or if the Grantee later withdraws his or her consent, the Grantee may be  unable to participate in the Plan. This will not affect the Grantee’s existing  employment or salary; instead, the Grantee merely may forfeit the opportunities  associated with the Plan. (f) Data Subjects Rights. The Grantee may have a number of rights under the data privacy  laws in the Grantee’s country of residence. For example, the Grantee’s rights may  include the right to (i) request access or copies of Personal Data the Company  Processes, (ii) request rectification of incorrect Personal Data, (iii) request deletion of  Personal Data, (iv) place restrictions on Processing, (v) lodge complaints with  competent privacy or data protection authorities in the Grantee’s country of residence,  and/or (vi) request a list with the names and addresses of any potential recipients of  the Grantee’s Personal Data. To receive clarification regarding the Grantee’s rights or  to exercise his or her rights, the Grantee should refer to the relevant privacy policy  available at https://www.wexinc.com/workday/legal-notices/ and contact his or her  local human resources department. (g) Personal Data Retention. The Company and its Service Provider will retain the  Grantee’s Personal Data no longer than necessary for the purpose for which it was  processed for the duration of this Agreement, unless a longer period is required to  comply with applicable laws. Retention periods may vary depending on i) purpose for  which the Personal Data was collected and used, which may differ depending on the  nature of the Personal Data and the activities involved, ii) the length of the Grantee’s  participation in the Plan, or iii) whether there are legal obligations to which either the  Company or the Grantee are subject. (h) For more information on how the Company processes the Grantee’s Personal Data,  please refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/. Additional Acknowledgements and Authorizations: 20.           Additional Acknowledgements and Authorizations: By accepting the Award, the Grantee consents to participation in the Plan and acknowledges that the  Grantee has received a copy of the Plan. The Grantee understands that the Company has unilaterally, gratuitously, and in its sole discretion  decided to grant the Award under the Plan to employees of the Company and its subsidiaries.  The  decision is a limited decision that is entered into upon the express assumption and condition that any  





 






ACTIVEUS 192813907v.17 grant will not bind the Company or any subsidiary, other than to the extent set forth in this Agreement.   Consequently, the Grantee understands that the Award is granted on the assumption and condition that  the Award and any shares acquired at vesting of the Award are not part of any employment or service  contract (either with the Company or any subsidiary), and shall not be considered a mandatory benefit,  salary for any purposes (including severance compensation), or any other right whatsoever.  In  addition, the Grantee understands that this grant would not be made but for the assumptions and  conditions referred to above; thus, the Grantee acknowledges and freely accepts that, should any or all  of the assumptions be mistaken or should any of the conditions not be met for any reason, then any  grant of or right to the Award shall be null and void. Further, the Grantee understands that he or she will not be entitled to continue vesting in any Award  upon cessation of the Grantee’s employment or service, except as otherwise provided in this  Agreement.  This will be the case, for example, even in the event of a termination of the Grantee’s  employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged  to be with cause, disciplinary dismissal adjusted or recognized to be without cause, individual or  collective dismissal or objective grounds, whether adjudged or recognized to be without cause.  The  Grantee acknowledges that the Grantee has read and specifically accepts the vesting and termination  conditions in the Agreement. The Grantee further acknowledges the following: (a) the future value of the shares of Common Stock underlying the Award is unknown,  indeterminable and cannot be predicted with certainty; (b) neither the Company, the Employer, nor any other subsidiary shall be liable for any foreign  exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that  may affect the value of the Award, any payment made pursuant to the Award, or the subsequent  sale of any shares of Common Stock acquired under the Plan; and (c) the Company is not providing any tax, legal or financial advice, nor is the Company making any  recommendations regarding participation in the Plan or the acquisition or sale of the shares of  Common Stock. The Grantee should consult with his or her personal tax, legal and financial  advisors regarding participation in the Plan before taking any action related to the Plan. Ireland The Grantee is employed either by Optal Financial Europe Limited or WEX Europe Limited, a wholly- owned subsidiary of the Company (a “Group Company” and collectively, with all other subsidiaries of  the Company, the “Group Companies”); (each, respectively, the “Employer”). "Eligible employees" for the purposes of Performance-Based Restricted Stock Unit Awards made to  participants resident in the Republic of Ireland shall include employees and executive directors only of  the Employer. Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential Information.   4.1. The Grantee acknowledges that in connection with his/her employment with the Employer, the  Grantee has and will continue to have access to, obtain, and become aware of the Employer’s  trade secrets and/or Confidential Information (as defined below) of a nature not generally  





 






ACTIVEUS 192813907v.17 disclosed to the public, such that the Grantee will be placed in a position whereby the Grantee  may cause commercial and irreparable damage to the legitimate business interests of the  Employer and/or any Group Company by using or disclosing Employer’s trade secrets and/or  such Confidential Information.  4.2. In order to protect the legitimate business interests of the Employer and/or any Group Company,  the Grantee agrees that during employment and after the Termination Date (without limitation in  time), and without prejudice to the Grantee’s common law duties, the Grantee shall keep  confidential and not directly or indirectly:  4.2.1. make any disclosure to any other person, company or organisation whatsoever; and/or 4.2.2. make use of for the Grantee’s own benefit or for the benefit of any other person,  company or organisation whatsoever, any trade secrets or Confidential Information that has or will come to the Grantee’s knowledge  during his/her employment, or that has been or will be given to the Grantee in confidence by the  Employer and/or any Group Company, or which the Grantee as a person of honesty and  reasonable intelligence should reasonably treat as confidential, whether or not the same is  specifically marked as confidential and whether provided orally, in writing or on electronic  media, or memorized by the Grantee, except in the proper course of the Grantee’s duties to the  Employer and/or any Group Company, as required by law or as authorised by the Board of  Directors.  4.3.The term “Confidential Information” includes but is not limited to: 4.3.1.  financial information relating to the Employer and any Group Company including (but  not limited to) management accounts, sales forecasts, dividend forecasts, profit and loss  accounts and balance sheets, draft accounts, results, order schedules, profit margins, pricing  strategies, and other information regarding the performance or future performance of the  Employer or any Group Company; client or customer lists and contact lists, details of the terms of business with, the fees and  commissions charged to or by and the requirements of customers or clients, prospective  customers or clients of, buyers from and suppliers to the Employer or any Group Company,  price lists, discount structures, pricing statistics, market research reports, renewal dates and  any customer or prospective customer complaints; any information relating to expansion plans, maturing business opportunities, business  strategy, marketing plans, and presentations, tenders, projects, joint ventures or acquisitions  and developments contemplated, offered, or undertaken by the Employer or any Group  Company; details of the employees, officers, and workers of and consultants to the Employer or any  Group Company, their job skills and capabilities and the remuneration and other benefits  paid to them;  4.3.2. copies or details of and information relating to know-how, research activities, inventions,  creative briefs, ideas, computer programs (whether in source code or object code), secret  processes, designs and formulae, or other intellectual property undertaken, commissioned,  or produced by or on behalf of the Employer or any Group Company; 4.3.3. confidential reports or research commissioned by or provided to the Employer or any  Group Company and any trade secrets and confidential transactions of the Employer or any  Group Company;   





 






ACTIVEUS 192813907v.17 4.3.4. details of any marketing, development, pre-selling or other exploitation of any  intellectual property, or other rights of the Employer or any Group Company, any proposed  options or agreements to purchase, license, or otherwise exploit any intellectual property of  the Employer or any Group Company, any intellectual property which is under  consideration for development by the Employer or any Group Company, any advertising,  marketing, or promotional campaign which the Employer or any Group Company is to  conduct;   4.3.5. any information which the Grantee ought reasonably to know is confidential and any  information which has been given to the Employer or any Group Company in confidence  by any third party; and 4.3.6. any compilation of information which in its individual parts may not be Confidential  Information but which derives its commercial value and its confidential nature from its  aggregation. 4.4.  No trade secrets and/or Confidential Information may be reproduced or memorised (except in  the proper exercise of the Grantee’s duties to the Employer or any Group Company), or given to  the press or any publication whatsoever or in the form of a paper to a professional body without  the prior written consent of the Employer. 4.5. The Grantee shall on the Termination Date return to the Employer any records in any form of  trade secrets and/or Confidential Information acquired or received by the Grantee during the  course of his/her employment and shall not retain any copy or summary of the same. 4.6. The restrictions in Sub-paragraphs 4.2 and 4.4 will not apply to any information which the  Grantee can demonstrate: (i) was known to the Grantee prior to the commencement of the  Grantee’s employment by the Employer; or (ii) is in the public domain, other than by way of  unauthorised disclosure (whether by the Grantee or any other person). 4.7. This Agreement shall not prevent the Grantee from:  4.7.1. reporting misconduct, or a serious breach of applicable regulatory requirements to a law  enforcement agency or anybody responsible for supervising or regulating the matters in  question; 4.7.2. disclosing any information which the Grantee is entitled to disclose under the Protected  Disclosures Act 2014 (provided that such disclosure is in accordance with the Protected  Disclosures Act 2014) and in accordance with the Employer’s Whistleblowing Policy; or 4.7.3. co-operating with a criminal investigation or prosecution.  4.8. The Grantee agrees, during the period of twelve (12) months immediately following the  termination of the Grantee’s employment with the Employer or the Group Company for any  reason, to disclose to the Employer, in writing, any person or entity with whom the Grantee  becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or  engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The  Grantee agrees to make such disclosure to the Company no later than the date on which the  Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise  affiliated with such person or entity. 4.9. While the Grantee is employed with the Employer or any Group Company and for a period of at  least twelve (12) months thereafter, the Grantee will provide any person or entity that the  Grantee seeks an offer of employment or other engagement or retention from notice of the  existence of this Agreement and the terms of Paragraphs 4 and 5 before requesting or accepting  such an offer.   If the Grantee fails to provide such notice, the Grantee understands that the  





 






ACTIVEUS 192813907v.17 Grantee may be held liable for any consequential damages resulting from such failure.   4.10. The Grantee agrees that the Employer may send a copy of this Agreement to, or  otherwise make the provisions of Paragraphs 4 or 5 of this Agreement known to, any of the  Grantee’s potential and future employers or other entity considering engaging the Grantee or  which has engaged or employed the Grantee.  The Grantee agrees not to assert any claim that  such conduct by the Employer is legally actionable interference or otherwise impermissible  regardless of whether or not the provisions of Paragraphs 4 or 5 are later found to be enforceable  in whole or in part. Non-Solicitation and Non-Competition: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5A. Definitions.   The following definitions apply to the Sub-paragraph in 5B below:  5A.1.  “Critical Employee” means any person at a manager level or above: 5A.1.1.  who is employed or engaged by or seconded or assigned to the Employer or any  Group Company during the Restricted Period; and 5A.1.2.  for whom, during the Relevant Period: 5A.1.2.1.  the Grantee has had direct or indirect managerial responsibility; or 5A.1.2.2.  with whom the Grantee had material contact or dealings; and  5A.1.3 who, during the Relevant Period: 5A.1.3.1.  had material contact with Customers or Prospective Customers in  performing his/her duties of employment with the Employer or any  Group Company; and/or 5A.1.3.2.  is in possession of Confidential Information about Customers or  Prospective Customers; 5A.2.  “Customer” means any person, firm, company, business entity or other organization  whatsoever to which the Employer or any Group Company distributed, sold or supplied  Restricted Goods or Restricted Services during the Relevant Period and with which, during  that period: 5A.2.1.  the Grantee, or 5A.2.2.  any employee under the Grantee’s direct or indirect supervision, had material  dealings in the course of employment with the Employer or any Group Company,  or about whom the Grantee was in possession of Confidential Information, but  always excluding therefrom any subsidiary, division, branch or office of such  person, firm, company or other organisation whatsoever with which the Grantee  and/or any such employee had no dealings during that period; 5A.3.  “Permitted Investment” means holding an investment by way of shares or other securities of  not more than five percent (5%) of the total issued share capital of any company, whether or  not it is listed or dealt in on a recognised stock exchange. 5A.4 “Potential Adverse Party” means: (i) any competitor of the Employer or any Group  Company, (ii) any person the Grantee knows or has reason to believe may be an investor or  prospective investor in the Employer or any Group Company, (iii) a member of the media,  (iv) any prospective acquirer of the Employer or any Group Company, (v) any litigant or  





 






ACTIVEUS 192813907v.17 potential litigant against the Employer or any Group Company, (vi) any other person seeking  information regarding the Employer or any Group Company (including, without limitation,  information with respect to its business, executives, directors, balance sheet, history,  prospects or opportunities) or seeking to change or influence the control of the Employer or  any Group Company, or (v) any person acting on behalf of any of the foregoing.  5A.5 “Prospective Customer” means any person, firm, company or other organisation  whatsoever with which the Employer or any Group Company had discussions during the  Relevant Period regarding the possible distribution, sale or supply of Restricted Goods or  Restricted Services and with which, during such period: 5A.5.1.  the Grantee, or 5A.5.2.  any employee who was under the Grantee’s direct or indirect supervision, had  material dealings in the course of employment by the Employer or any Group  Company, or about which the Grantee was in possession of Confidential  Information, but always excluding therefrom any subsidiary, division, branch or  office of that person, firm, company or other organisation with which the Grantee  and/or any such employee had no dealings during that period; 5A.6.  “Relevant Period” means the period of twelve (12) months immediately preceding the start  of the Restricted Period; 5A.7.  “Restricted Area” means the Republic of Ireland and any other country in the world where  the Employer or any Group Company is providing or supplying, or is planning to provide or  supply, any Restricted Goods or Restricted Services and in or for which, during the Relevant  Period: 5A.7.1.  the Grantee, or 5A.7.2.  any employee under the Grantee’s direct supervision, performed material duties for  the Employer or relevant Group Company;  5A.8.  “Restricted Goods or Restricted Services” means any products and services: 5A.8.1.  (a) provided by the Employer or any Group Company as at the Termination Date or  which the Employer or any Group Company has planned to start providing within  six (6) months of the Termination Date including, without limitation: (i) the  business of developing, managing, operating, marketing, processing, financing, or  otherwise being involved in providing any products or services relating to  transaction or payment processing, including those for the benefit of fleets; travel;  healthcare; education; payroll; or, benefits 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; and (iii) the business of developing, managing, operating, marketing,  processing, financing, or otherwise being involved in providing commercial travel,  entertainment and purchasing credit cards; and/or (b) any products or services of the  same type or materially similar to such products or services; and 5A.8.2.  with which the Grantee’s duties were materially concerned or for which the Grantee,  or any employee who was under the Grantee’s direct or indirect supervision, was  responsible during the Relevant Period. 5A.9.  “Restricted Period” means the period commencing on the earlier of (i) the Termination  Date; (ii) the date when the Grantee commences Garden Leave; or (iii) such date on which  the Grantee ceases providing services to the Employer, and continuing for twelve (12)  





 






ACTIVEUS 192813907v.17 months in respect of the Non-Solicitation of Customers, Prospective Customers and Critical  Employees in Sub-paragraphs 5B.1.1 and 5B.1.2, and six (6) months in respect of the Non- Competition restriction in Sub-paragraph 5B.1.3; and twelve (12) months in respect of Sub- paragraph 5B.1.4; 5A.10.  “Termination Date” means the date upon which the Grantee’s employment with the  Employer terminates for whatever reason and howsoever arising, whether lawfully or  unlawfully. 5B. Non-Solicitation and Non-Competition.    5B.1.  The Grantee agrees that, in order to protect the Confidential Information, business/customer   connections and workforce stability of the Employer and any Group Company, during his/her  employment with the Employer, and during the Restricted Period, he/she shall not without  the Employer’s consent, whether on his/her own behalf or in conjunction with any person,  firm, company, business entity or other organisation whatsoever, (and whether as an  employee, employer, consultant, agent, principal, partner corporate officer, board member,  director, or in any other individual or representative capacity whatsoever), directly or  indirectly: 5B.1.1.  In competition with the Employer and/or any Group Company within the Restricted  Area, contact, call on, provide advice to, solicit, take away, or divert, and/or  influence or attempt to influence any Customer or Prospective Customer of the  Employer or any Group Company in respect of Restricted Goods or Restricted  Services;  5B.1.2.   Solicit or induce, either directly or indirectly, any Critical Employee to leave the  employ of the Employer or any Group Company; or within the Restricted Area hire  or employ, or assist in the hire or employment of, either directly or indirectly, any  Critical Employee in the business of researching into, developing or otherwise  dealing with Restricted Goods or Restricted Services; 5B.1.3.    (i) Become employed by; or (ii) be engaged in; or (iii) be materially interested in; or          (iv) render services to, any business which provides or supplies Restricted Goods or  Restricted Services within the Restricted Area, if the business: (a)  is in competition with the Employer and/or any Group Company with respect  to Restricted Goods or Restricted Services; or  (b)  is intending to compete with the Employer and/or any Group Company with  respect to Restricted Goods or Restricted Services within the Restricted  Period.  5.B.1.4 Without prejudice to Paragraph 4, save where legally required, directly or through  others: (a) provide any Confidential Information, including any information derived  from the Grantee’s experience with the Employer or any Group Company to a  Potential Adverse Party; (b) make, publicly or privately, any statements that  disparage, or could otherwise cause harm to, the business or reputation of the  Employer or any Group Company and/or any current or former officer, director or  employee of the Employer or any Group Company; (c) join a “group” or become a  “participant” in a solicitation with respect to the Employer or any Group Company  





 






ACTIVEUS 192813907v.17 (other than a solicitation by the Board of Directors), as those terms are defined in  applicable securities laws; and (d) aid, encourage, advise or otherwise provide  assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending  any claim, action or proceeding against the Employer or any Group Company, (ii)  undertaking a proxy contest, withhold campaign or other shareholder activism  campaign or proxy solicitation against the Employer or any Group Company, (iii)  proposing to acquire the Employer or any Group Company or any of its assets or  subsidiaries or (iv) making any other demands of the Employer or any Group  Company.  If the Grantee is contacted by any Potential Adverse Party, the Grantee  shall promptly provide written notice thereof to the Employer’s Chief Legal Officer  (the “CLO”) and shall not discuss the Employer or any Group Company with any  such Potential Adverse Party without prior written approval from the CLO. For the purposes of this Paragraph 5, acts done by the Grantee outside the Restricted Area shall  nonetheless be deemed to be done within the Restricted Area where their primary purpose is to  distribute, sell, supply or otherwise deal with Restricted Goods or Restricted Services in the  Restricted Area. 5B.1.5 This Paragraph 5 shall not prevent the Grantee from: (i) holding a Permitted Investment; or (ii) being engaged in or rendering services to, any business concern during the Restricted  Period, provided that the Grantee’s duties or work shall relate solely to services or  activities of a kind with which the Grantee (or an employee under the Grantee’s direct  supervision) was not concerned to a material extent during the Relevant Period; or (iii) acting in any capacity where there is no risk of conscious or subconscious direct or  indirect transmission or use of Confidential Information.  5B.2.  The Employer has previously entered into agreements with certain executives and employees  that contain restrictive covenants (“Restrictions”).  For the avoidance of doubt, if the Grantee  is party to an employment or other agreement containing Restrictions on (a) confidentiality,  (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or  patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d)  competition (collectively, “Existing Restrictions”), any such Existing Restrictions will  remain in effect and the Grantee shall remain bound by such Existing Restrictions.  To the  extent the restrictions contained in Paragraphs 4 or 5 of this Agreement conflict in any way  with any Existing Restriction(s), such conflict shall be resolved by giving effect first to the  enforceable restrictions in this Agreement.  5B.3.  The Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a  direct agreement or undertaking with any Group Company whereby he/she will accept  restrictions and provisions corresponding to the restrictions and provisions in this Paragraph  5 (or such of them as may be appropriate in the circumstances) in relation to such activities  and such area and for such a period as such Group Company may reasonably require for the  protection of its legitimate business interests. 5B.4.  If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”),  this Paragraph 5 shall with effect from that transfer of employment apply to the Grantee as if  references to the Employer included the Transferee and references to any Group Company  were construed accordingly, and as if the references to defined terms in respect of the  Employer and any Group Company including but not limited to "Customer", "Prospective  Customer" and "Critical Employee", applied to the customers, prospective customers and  





 






ACTIVEUS 192813907v.17 critical employees of the Transferee and their respective Group Companies.  The Grantee  agrees to execute any such documents as may be required to effectuate said benefit. 5B.5.  Each of the restrictions contained in this Sub-paragraph 5B, each definition set out in Sub- paragraph 5A, each limb of such definition and each operative word within each Sub- paragraph or definition is intended to be an entirely separate, severable and independent  restriction, notwithstanding that they are combined together for the sake of brevity, and the  Grantee agrees not to advance any argument to the contrary.  In the event that any of the  restrictions shall be held to be void or ineffective but would be valid and effective if some  part of the wording thereof were deleted such restriction shall apply with such modification  as may be necessary to make it valid and effective. If such a deletion applies to a definition,  such deletion shall not apply to any other restriction, so that each definition is deemed to be  repeated each time it is used. 5B.6.  The Grantee warrants that s/he will provide a copy of this Agreement to any employer or  other person to whom or with whom the Grantee is intending to provide services or enter into  employment within the Restricted Period, and that the Grantee will do so before entering into  any contractually binding agreement to perform such services or enter into employment. 5B.7.  Immediately after agreeing to provide services to or enter into employment with any third  party during the Restricted Period, the Grantee will notify the Employer of the identity of that  third party. 5B.8.   Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her  employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post  Termination in a form reasonably satisfactory to the Employer. 5B.9.  The Grantee agrees and acknowledges that the period of time, geographical scope, activity  and subject of the above-noted restrictive covenants imposed by this Agreement are fair, and  reasonable and necessary under the circumstances and are reasonably required for the  protection of the Employer and Group Company. No Rights to Continued Employment: The following provisions replace Paragraph 8 of the Agreement in its entirety: 8. No Rights to Continued Employment.   (a) 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 or any of its subsidiaries to terminate such employment. (b) The grant of Awards under the Plan is made at the discretion of the Company and the Plan  may be suspended or terminated by the Company at any time.  The grant of an Award in one  (1) year or at one time does not in any way entitle the Grantee to an Award in the future.  The  Plan is wholly discretionary and is not to be considered part of the Grantee's normal or  expected compensation subject to severance, resignation, redundancy or similar  compensation.  The value of the Award is an extraordinary item of compensation which is  outside the scope of the Grantee's employment contract (if any). (c) The rights and obligations of the Grantee under the terms of his/her office or employment  with his/her employing entity, any past or present subsidiary, or associated or affiliate  company of the Company shall not be affected by his/her participation in the Plan or the grant  of this Award or any right which he/she may have to participate therein, and the Grantee  hereby waives all and any rights to compensation or damages in consequence of the  termination of his/her office or employment with any such company for any reasons  





 






ACTIVEUS 192813907v.17 whatsoever (whether lawful or unlawful and including, without prejudice to the generality of  the foregoing, in circumstances giving rise to a claim for wrongful dismissal) insofar as those  rights arise or may arise from his/her ceasing to have rights under the Plan or being entitled to  this Award as a result of such termination, or from the loss or diminution in value of such  rights or entitlements. Governing Law: The following provisions replace Paragraph 9 of the Agreement in its entirety: 9. Governing Law.  Save for taxation, which shall be governed by the laws of Ireland, 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. Tax Obligations: The following provisions replace Paragraph 10 of the Agreement in its entirety: 10. Tax Obligations. Regardless of any action the Company or the subsidiary that employs the  Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax,  fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s  participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee  acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains  the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the  Company and/or the Employer. The Grantee further acknowledges that the Company and/or the  Employer (i) makes no representations or undertakings regarding the treatment of any Tax-Related  Items in connection with any aspect of the Award, including the grant or vesting of the Performance- Based Restricted Stock Units, the issuance of shares of Common Stock upon settlement of the  Performance-Based Restricted Stock Units, the subsequent sale of shares of Common Stock, and the  receipt of any dividends or dividend equivalents; and (ii) does not commit and is under no obligation  to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s  liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes  subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or the  Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related  Items in more than one jurisdiction. Prior to vesting of the Performance-Based Restricted Stock Units, the Grantee shall pay or make  adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the  Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related  Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock,  either through a voluntary sale or through a mandatory sale arranged by the Company (on the  Grantee’s behalf pursuant to this authorization without further consent); and/or (ii) by the Company  retaining a portion of the vested Performance-Based Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items  by considering applicable minimum statutory withholding amounts or other applicable withholding  rates, including maximum applicable rates, in which case the Grantee may receive a refund of any  over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the  obligation for Tax-Related Items is satisfied by withholding in Common Stock, for tax purposes, the  Grantee is deemed to have been issued the full number of shares of Common Stock subject to the  vested Performance-Based Restricted Stock Units, notwithstanding that a number of shares are held  back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the Grantee’s  





 






ACTIVEUS 192813907v.17 participation in the Plan. Finally, the Grantee shall pay to the Company any amount of Tax-Related Items that the Company may  be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by  the means previously described. The Company may refuse to issue and deliver shares of Common  Stock in payment of any earned and vested Performance-Based Restricted Stock Units if the Grantee  fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described  in this Paragraph 10. Nature of Award: 16. Nature of Award. By entering into this Agreement and accepting the grant of  Performance-Based Restricted Stock Units evidenced hereby, the Grantee acknowledges, understands,  and agrees that: (a) the Grantee’s participation in the Plan is voluntary; (b) this Award is made solely by the Company, and the Company is solely responsible for  the administration of the Plan and the Grantee’s participation in the Plan; (c) the Plan is established voluntarily by the Company, is discretionary in nature, and may  be terminated by the Company at any time, except as otherwise set forth in the Plan; (d) the grant of Performance-Based Restricted Stock Units is voluntary and occasional and  does not create any contractual or other right to receive future awards of Performance-Based  Restricted Stock Units or benefits in lieu of Performance-Based Restricted Stock Units, even if such  awards have been awarded in the past; (e) all decisions with respect to future awards, if any, will be at the sole discretion of the  Company; (f) this Award and the underlying shares of Common Stock, and the income from and value  of same, are not intended to replace any pension rights or compensation; (g) this Award and the underlying shares of Common Stock, and the income from and value  of same, are not part of normal or expected compensation or salary for any purposes, including, but  not limited to, calculating any vacation, severance, resignation, termination, redundancy, dismissal, or  end-of-service payments; bonuses; long-service awards; pension, retirement, or welfare benefits; or  similar payments; (h) unless otherwise provided in the Plan or by the Company in its discretion, the  Performance-Based Restricted Stock Units and the benefits evidenced by this Agreement do not create  any entitlement to have the Performance-Based Restricted Stock Units or any such benefits transferred  to, or assumed by, another company nor to be exchanged, cashed out, or substituted, in connection with  any corporate transaction affecting the Common Stock; (i) the value of the underlying shares of Common Stock is not fixed and may increase or  decrease in value over the vesting period without compensation to the Grantee; 





 






ACTIVEUS 192813907v.17 (j) the future value of the shares of Common Stock that may be delivered in settlement of  the Performance-Based Restricted Stock Units (to the extent earned) is unknown, indeterminable, and  cannot be predicted with certainty; (k) neither the Company, the Employer, nor any other subsidiary shall be liable for any  foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar  that may affect the value of the Performance-Based Restricted Stock Units, any payment made  pursuant to the Performance-Based Restricted Stock Units, or the subsequent sale of any shares of  Common Stock acquired under the Plan; (l) the Company is not providing any tax, legal or financial advice, nor is the Company  making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s  acquisition or sale of the underlying shares of Common Stock; and (m) the Grantee should consult with his or her own personal tax, legal and financial  advisors regarding his or her participation in the Plan before taking any action related to the Plan. Imposition of Other Requirements: 17. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide  to deliver any documents related to current or future participation in the Plan by electronic means.  The Grantee hereby consents to receive such documents by electronic delivery and agrees to  participate in the Plan through an online or electronic system established and maintained by the  Company or a third party designated by the Company. Data Privacy: 19. Data Privacy. (a) The Company, in its capacity as Controller, grants Awards under the Plan to employees of the  Company and its subsidiaries in its sole discretion. In conjunction with the Company’s grant  of the Award under the Plan and its ongoing administration of such awards, the Company  collects, uses and otherwise processes (“Process(es)(ing)”) the Grantee’s personal data  (“Personal Data”), including the Grantee’s name, home address, email address, and telephone  number, date of birth, social insurance number or other identification number, salary,  citizenship, job title, any shares of Common Stock or directorships held in the Company, and  details of all Awards or any other equity compensation awards granted, canceled, exercised,  vested, or outstanding in the Grantee’s favor, which the Company receives from the Grantee  or the Employer. 





 






ACTIVEUS 192813907v.17 (b) Data Collection, Processing and Usage.  In granting the Award under the Plan, the Company  will Process the Grantee’s Personal Data for purposes of allocating shares of Common Stock  and implementing, administering and managing the Plan.  The Company’s legal basis, where  required, for the Processing of the Grantee’s Personal Data is the necessity for the Company  to (i) perform its contractual obligations under this Agreement, (ii) comply with legal  obligations established in the European Union, European Economic Area, and the United  Kingdom (“EEA+”), and/or (iii) pursue the legitimate interest of complying with legal  obligations established outside of the EEA+.  (c) Stock Plan Administration Service Provider. The Company transfers the Grantee’s Personal  Data to Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates, independent  service providers based in the United States, which assist the Company with the  implementation, administration and management of the Plan (the “Service Provider”).  In the  future, the Company may select a different Service Provider and share the Grantee’s Personal  Data with another company that serves in a similar manner.  The Service Provider will open  an account for the Grantee to receive and trade shares of Common Stock acquired under the  Plan.  The Grantee will be asked to agree on separate terms and data processing practices with  the Service Provider, which is a condition to the Grantee’s ability to participate in the Plan. (d) International Data Transfers. The Company and the Service Provider are based in the United  States.  The Grantee should note that the Grantee’s country of residence may have enacted  data privacy laws that are different from the United States.  In order to protect the Grantee’s  privacy, where Personal Data are transferred by or on behalf of the Company to other  countries or organizations that have not been recognized as providing regulatory protection  similar to the Grantee’s country, the Company contractually obliges its international entities,  affiliates and service providers to comply with the applicable data protection laws and  principles through standard clauses that have been approved or recognized by the relevant  regulators.  The Company also relies on the Grantee’s consent per this Agreement as the legal  basis for the transfer of the Grantee’s Personal Data to the United States is the Grantee’s  consent. (e) Voluntariness and Consequences of Failure to Perform Under the Agreement, Consent Denial  or Consent Withdrawal.  The Grantee’s participation in the Plan and his or her performance  under this Agreement, including agreeing to the Processing of the necessary Personal Data is  purely voluntary.  The Grantee may end his or her participation in the Plan, terminate this  Agreement or deny or withdraw his or her consent to the transfer of his or her Personal Data  at any time.  If the Grantee does not consent, or if the Grantee later withdraws his or her  consent, the Grantee may be unable to participate in the Plan.  This will not affect the  Grantee’s existing employment or salary; instead, the Grantee merely may forfeit the  opportunities associated with the Plan.  (f) Data Subjects Rights. The Grantee may have a number of rights under the data privacy laws in  the Grantee’s country of residence.  For example, the Grantee’s rights may include the right to  (i) request access or copies of Personal Data the Company Processes, (ii) request rectification  of incorrect Personal Data, (iii) request deletion of Personal Data, (iv) place restrictions on  Processing, (v) lodge complaints with competent privacy or data protection authorities in the  Grantee’s country of residence, and/or (vi) request a list with the names and addresses of any  potential recipients of the Grantee’s Personal Data.  To receive clarification regarding the  Grantee’s rights or to exercise his or her rights, the Grantee should refer to the relevant  privacy policy available at https://www.wexinc.com/workday/legal-notices/ and contact his or  her local human resources department.  





 






ACTIVEUS 192813907v.17 Italy (g) Personal Data Retention. The Company and its Service Provider will retain the Grantee’s  Personal Data no longer than necessary for the purpose for which it was processed for the  duration of this Agreement, unless a longer period is required to comply with applicable laws.  Retention periods may vary depending on i) purpose for which the Personal Data was  collected and used, which may differ depending on the nature of the Personal Data and the  activities involved, ii) the length of the Grantee’s participation in the Plan, or iii) whether  there are legal obligations to which either the Company or the Grantee are subject. (h) For more information on how the Company processes the Grantee’s Personal Data, please  refer to the relevant privacy policy available at https://www.wexinc.com/workday/legal- notices/. Imposition of Other Requirements: 20. Imposition of Other Requirements.  The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of  Common Stock acquired under the Plan, to the extent the Company determines it is necessary or  advisable for legal or administrative reasons, and to require the Grantee to sign any additional  agreements or undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 21. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. The Grantee is employed by WEX Europe Services SRL, a wholly-owned subsidiary of the Company (a  “Group Company” and collectively, with all other subsidiaries of the Company, the “Group  Companies”); (each, respectively, the “Employer”). "Eligible employees" for the purposes of Performance-Based Restricted Stock Unit Awards made to  participants resident in the Italy shall include employees and executive directors only of the Employer. The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential and Proprietary Information. The Grantee shall not disclose any confidential  information relating the Company’s organization and clients and shall not use any information gained  during the employment relationship, which may cause damage or prejudice to the Company.  Confidential Information includes, without limitation, information relating to the Company’s past,  present, or future research, development, or business affairs, such as trade secrets, inventions (whether  or not patentable), software, software and technology architecture, networks, business methodologies,  facilities, billing records, policies, financial and operational information, contracts, officer, director,  and shareholder information, suppliers, client lists, marketing or sales prospects, projected projects,  personal data pertaining to users of Company’s websites and services, Company “know how”, and all  copies, reproductions, notes, analyses, compilations, studies, interpretations, summaries, and other  documents, whether or not prepared by employee, Inventions, Invention disclosures, patent  





 






ACTIVEUS 192813907v.17 applications, techniques, technologies, procedures, methods, and all other materials and concepts  relating to products, processes, and trade secrets.  Confidential Information does not include information that (i) at the time of its disclosure was in the  public domain or subsequently becomes part of the public domain through no breach of this  Agreement; (ii) is acquired by the Grantee without obligation of confidentiality from a third party  which itself owes no direct or indirect obligation of confidentiality to Company; or (iii) must be  disclosed by law. The Grantee shall not, in any way, give, procure or supply, in any manner whatsoever, to any person,  firm, association or company, the name or address of any client, or any trade secret or confidential  information concerning the business of the Company, its customers, and its personnel, except with the  written authorization of a representative of the Company. The compliance with the above-mentioned duties is to be considered essential for the continuation,  even temporary, of the employment relationship. During the employment relationship, the Grantee shall respect all the Company’s guidelines in force  from time to time including those regarding exclusivity and confidentiality. *** Non-Competition and Non-Solicitation: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5.1 Non-Competition and Non-Solicitation. Pursuant to Article 2125 of the Italian Civil Code, the  Grantee shall be irrevocably bound, during employment, during any period between Retirement and  the Vesting Date (if applicable) and for the Restricted Period by the following obligations: (a) not to carry out personally or in association with third parties, on third parties’ behalf,  directly or indirectly, by any means, any operation within the Territory Italy, in the  Company sector, its controlling and controlled companies, specifically with respect to  companies: (i) whose business includes, without limitation: (i) the business of developing,  managing, operating, marketing, processing, financing, or otherwise being  involved in providing any products or services relating to transaction or payment  processing, including those for the benefit of fleets; travel; healthcare; education;  payroll; or, benefits 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 to the best of his/her knowledge  contemplated to be sold by the Company 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;  (ii) whose business sells or offers, or attempts to sell or offer, products or services  similar to or competitive with the products or services offered by the Company;  (b) not to hold, directly or indirectly, participation in companies that operate  in the same field of our Company/its controlling and controlled companies  





 






ACTIVEUS 192813907v.17 operate, it being agreed that participations lower than three percent (3%)  held as mere financial investment in companies listed in the Italian or  foreign regulated markets, shall not be included; (c) not to solicit or offer, directly or indirectly, employment opportunities to  employees, agents, co-operators and consultants of our Company/its  controlling and controlled companies, also with respect to operation not  competition with those of the Company. 5.2 The Grantee shall not, except in the proper course of the Grantee’s duties to the Company in the  ordinary course of business or as otherwise provided for by the law or explicitly directed in  writing by an officer of the Company, directly or through others: (a) provide any confidential  information, including any information derived from the Grantee’s experience with the  Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has reason  to believe may be an investor or prospective investor in the Company, (iii) a member of the  media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against  the Company, (vi) any other person seeking information regarding the Company (including,  without limitation, information with respect to its business, executives, directors, balance sheet,  history, prospects or opportunities) or seeking to change or influence the control of the  Company, or (v) any person acting on behalf of any of the foregoing (any such person described  in clauses (i) to (v), a “Potential Adverse Party”); (b) make, publicly or privately, any statements  that disparage, or could otherwise cause harm to, the business or reputation of the Company  and/or any current or former officer, director or employee of the Company; (c) join a “group” or  become a “participant” in a solicitation with respect to the Company (other than a solicitation by  the Board of Directors), as those terms are defined in applicable securities laws; and (d) aid,  encourage, advise or otherwise provide assistance to any Potential Adverse Party in (i) asserting,  prosecuting or defending any claim, action or proceeding against the Company, (ii) undertaking  a proxy contest, withhold campaign or other shareholder activism campaign or proxy solicitation  against the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries  or (iv) making any other demands of the Company. If the Grantee is contacted by any Potential  Adverse Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief  Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential Adverse  Party without prior written approval from the CLO. 5.3 For the avoidance of doubt, the Restricted Period does not apply to Sub-paragraph 5.2. above, it  being understood that the Grantee’s obligations continue in perpetuity.   5.4 The following definitions apply with respect to the non-competition agreement: (a) “Territory Italy” means the territory represented by Italy, it being however understood  that any operation carried on by any means also outside Italy, but targeting entities  residing in Italy, or anyway operating within Italy, shall be considered as being carried on  within the Territory Italy; (b) “personally” refers to any business carried out as an entrepreneur as defined by Article  2082 of the Italian Civil Code or as a self-employee as defined by Article 2222 of the  Italian Civil Code; (c) “in association with third parties” refers to any and all business carried out within the  frame of an association in participation or any other association relationship of a  whatsoever nature; 





 






ACTIVEUS 192813907v.17 (d) “on third parties’ behalf” refers to any and all activity carried out as employee, a co- operator, consultant of whatsoever nature on third party’s behalf; (e) “indirectly” refers to the carrying out of a business by means of permanent  establishments, representative offices, subsidiaries, branches, sales networks, or other  companies and entities of different nature, directly or through relatives, fiduciaries and  attorneys; (f) “Restricted Period” means the period commencing on the earlier of (i) the Termination  Date except in the event of Retirement; (ii) the date when the Grantee commences  Garden Leave; (iii) such date on which the Grantee ceases providing services to the  Employer or any Group Company for any reason other than Retirement; or (iv) in the  event of termination of employment due to Retirement, the Vesting Date, and continuing  for twelve (12) months thereafter. During the period between Retirement and the Vesting Date (if applicable) and during Restricted  Period, the Grantee undertakes to communicate, with a registered letter which must be sent to the  Company, the exact indication and/or company name of all the subjects for whom he/she shall perform  his/her activity and/or in which he/she shall assume responsibilities. These communications must be  sent at the latest within the beginning of the activity and/or the assumption of the responsibility, in  order to permit any control and defense of its legitimate rights by the Company. In case of non- fulfillment of the information obligations aforementioned, the Grantee shall pay to the Company a  penalty equal to EUR 500,00 (five hundred/00), for each day of delay. While the Grantee is employed with the Company, during any period between Retirement and the  Vesting Date (if applicable) and during the Restricted Period, the Grantee will provide any person or  entity that the Grantee seeks an offer of employment or other engagement or retention from notice of  the existence of this Agreement and the terms of Paragraphs 4 and 5 before requesting or accepting  such an offer. If the Grantee fails to provide such notice, the Grantee understands that the Grantee may  be held liable for any consequential damages resulting from such failure. The Grantee agrees that the  Company may send a copy of this Agreement to, or otherwise make the provisions of Paragraphs 4 or  5 of this Agreement known to, any of the Grantee’s potential and future employers or other entity  considering engaging the Grantee or which has engaged or employed the Grantee during the  mentioned periods.  The Grantee agrees not to assert any claim that such conduct by the Company is  legally actionable interference or otherwise impermissible regardless of whether or not the provisions  of Paragraphs 4 or 5 are later found to be enforceable in whole or in part. With respect to the obligations pointed out in this covenant, and as consideration for such  undertakings, the Company will pay to the Grantee, on the date of termination of the relationship, for  any reason whatsoever, an amount equal to thirty percent (30%) of the gross annual salary. The Grantee irrevocably acknowledges that the above compensation for the non-competition covenant  is fair and that the non-competition covenant is limited as to its purpose so that he/she shall be able to  find an alternative job during the validity of such non-competition agreement and to exercise in full  his/her professional skills. In the event of breach of this non-competition covenant, the Grantee shall pay, also as a penalty, an  amount of money equal to the double of the amount agreed as compensation of the non-competition  agreement, even if not cashed yet, any claim to obtain further compensation for damages suffered by  the Company being freely operable. The payment of the penalty and/or of the compensation for further  damages shall not cause the termination of this undertaking, which shall anyway preserve its validity  





 






ACTIVEUS 192813907v.17 until its natural expiry date.    The Parties undertake not to ask for the reduction of the penalties, as provided for by section 1348 of  the Italian Civil Code, remuneration, compensations mentioned in this Agreement that were agreed  having considered the mutual financial interests. The potential invalidity and/or unlawfulness of one or more clauses of this covenant shall not entail  the resolution or the voidability of the same; however, in every case of resolution or voidability or  invalidity of this covenant, the Grantee shall be irrevocably obliged to the total restitution of the  amount received under this covenant.  Tax Obligations: The following provisions replace Paragraph 10 of the Agreement in its entirety: 10. Tax Obligations. Regardless of any action the Company or the subsidiary that employs the  Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax,  fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s  participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee  acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains  the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the  Company and/or the Employer. The Grantee further acknowledges that the Company and/or the  Employer (i) makes no representations or undertakings regarding the treatment of any Tax-Related  Items in connection with any aspect of the Award, including the grant or vesting of the Performance- Based Restricted Stock Units, the issuance of shares of Common Stock upon settlement of the  Performance-Based Restricted Stock Units, the subsequent sale of shares of Common Stock, and the  receipt of any dividends or dividend equivalents; and (ii) does not commit and is under no obligation  to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s  liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes  subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or the  Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related  Items in more than one jurisdiction. Prior to vesting of the Performance-Based Restricted Stock Units, the Grantee shall pay or make  adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the  Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related  Items legally payable by the Grantee (i) from proceeds of the sale of the shares of Common Stock,  either through a voluntary sale or through a mandatory sale arranged by the Company (on the  Grantee’s behalf pursuant to this authorization without further consent); and/or (ii) by the Company  retaining a portion of the vested Performance-Based Restricted Stock Units to be settled. Depending on the withholding method, the Company may withhold or account for Tax-Related Items  by considering applicable minimum statutory withholding amounts or other applicable withholding  rates, including maximum applicable rates, in which case the Grantee may receive a refund of any  over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the  obligation for Tax-Related Items is satisfied by withholding in Common Stock, for tax purposes, the  Grantee is deemed to have been issued the full number of shares of Common Stock subject to the  vested Performance-Based Restricted Stock Units, notwithstanding that a number of shares are held  back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the Grantee’s  





 






ACTIVEUS 192813907v.17 participation in the Plan. Finally, the Grantee shall pay to the Company any amount of Tax-Related Items that the Company may  be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by  the means previously described. The Company may refuse to issue and deliver shares of Common  Stock in payment of any earned and vested Performance-Based Restricted Stock Units if the Grantee  fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described  in this Paragraph 10. Additional Acknowledgments: 16. Additional Acknowledgments. By entering into this Agreement and accepting the grant  of Performance-Based Restricted Stock Units evidenced hereby, the Grantee acknowledges,  understands, and agrees that: (a) the Grantee acknowledges that the Grantee has read and specifically and expressly  approves the sections of the Plan and the Agreement; (b) the Grantee’s participation in the Plan is voluntary; (c) this Award is made solely by the Company, and the Company is solely responsible for  the administration of the Plan and the Grantee’s participation in the Plan; (d) the Plan is established voluntarily by the Company, is discretionary in nature, and may  be terminated by the Company at any time, except as otherwise set forth in the Plan; (e) the grant of Performance-Based Restricted Stock Units is voluntary and occasional and  does not create any contractual or other right to receive future awards of Performance-Based  Restricted Stock Units or benefits in lieu of Performance-Based Restricted Stock Units, even if such  awards have been awarded in the past; (f) all decisions with respect to future awards, if any, will be at the sole discretion of the  Company; (g) this Award and the underlying shares of Common Stock, and the income from and value  of same, are not intended to replace any pension rights or compensation; (h) this Award and the underlying shares of Common Stock, and the income from and value  of same, are not part of normal or expected compensation or salary for any purposes, including, but  not limited to, calculating any vacation, severance, resignation, termination, redundancy, dismissal, or  end-of-service payments; bonuses; long-service awards; pension, retirement, or welfare benefits; or  similar payments; (i) unless otherwise provided in the Plan or by the Company in its discretion, the  Performance-Based Restricted Stock Units and the benefits evidenced by this Agreement do not create  any entitlement to have the Performance-Based Restricted Stock Units or any such benefits transferred  to, or assumed by, another company nor to be exchanged, cashed out, or substituted, in connection with  any corporate transaction affecting the Common Stock; 





 






ACTIVEUS 192813907v.17 (j) the value of the underlying shares of Common Stock is not fixed and may increase or  decrease in value over the vesting period without compensation to the Grantee; (k) the future value of the shares of Common Stock that may be delivered in settlement of  the Performance-Based Restricted Stock Units (to the extent earned) is unknown, indeterminable, and  cannot be predicted with certainty; (l) neither the Company, the Employer, nor any other subsidiary shall be liable for any  foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar  that may affect the value of the Performance-Based Restricted Stock Units, any payment made  pursuant to the Performance-Based Restricted Stock Units, or the subsequent sale of any shares of  Common Stock acquired under the Plan; (m) the Company is not providing any tax, legal or financial advice, nor is the Company  making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s  acquisition or sale of the underlying shares of Common Stock; and (n) the Grantee should consult with his or her own personal tax, legal and financial  advisors regarding his or her participation in the Plan before taking any action related to the Plan. Imposition of Other Requirements: 17. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide  to deliver any documents related to current or future participation in the Plan by electronic means.  The Grantee hereby consents to receive such documents by electronic delivery and agrees to  participate in the Plan through an online or electronic system established and maintained by the  Company or a third party designated by the Company. Data Privacy: 19. Data Privacy. (a) The Company, in its capacity as Controller, grants Awards under the Plan to employees  of the Company and its subsidiaries in its sole discretion. In conjunction with the Company’s grant of  the Award under the Plan and its ongoing administration of such awards, the Company collects, uses  and otherwise processes (“Process (es)(ing)”) the Grantee’s personal data (“Personal Data”), including  the Grantee’s name, home address, email address, and telephone number, date of birth, social  insurance number or other identification number, salary, citizenship, job title, any shares of Common  Stock or directorships held in the Company, and details of all Awards or any other equity  compensation awards granted, canceled, exercised, vested, or outstanding in the Grantee’s favor, which  the Company receives from the Grantee or the Employer. 





 






ACTIVEUS 192813907v.17 (b) Data Collection, Processing and Usage. In granting the Award under the Plan, the  Company will Process the Grantee’s Personal Data for purposes of allocating shares of Common  Stock and implementing, administering and managing the Plan. The Company’s legal basis, where  required, for the Processing of the Grantee’s Personal Data is the necessity for the Company to (i)  perform its contractual obligations under this Agreement, (ii) comply with legal obligations  established in the European Union, European Economic Area, and the United Kingdom (“EEA+”),  and/or (iii) pursue the legitimate interest of complying with legal obligations established outside of the  EEA+. (c) Stock Plan Administration Service Provider. The Company transfers the Grantee’s  Personal Data to Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates, independent  service providers based in the United States, which assist the Company with the implementation,  administration and management of the Plan (the “Service Provider”). In the future, the Company may  select a different Service Provider and share the Grantee’s Personal Data with another company that  serves in a similar manner. The Service Provider will open an account for the Grantee to receive and  trade shares of Common Stock acquired under the Plan. The Grantee will be asked to agree on separate  terms and data processing practices with the Service Provider, which is a condition to the Grantee’s  ability to participate in the Plan. (d) International Data Transfers. The Company and the Service Provider are based in the  United States. The Grantee should note that the Grantee’s country of residence may have enacted data  privacy laws that are different from the United States. In order to protect the Grantee’s privacy, where  Personal Data are transferred by or on behalf of the Company to other countries or organizations that  have not been recognized as providing regulatory protection similar to the Grantee’s country, the  Company contractually obliges its international entities, affiliates and service providers to comply with  the applicable data protection laws and principles through standard clauses that have been approved or  recognized by the relevant regulators. The Company also relies on the Grantee’s consent per this  Agreement as the legal basis for the transfer of the Grantee’s Personal Data to the United States is the  Grantee’s consent. (e) Voluntariness and Consequences of Failure to Perform Under the Agreement, Consent  Denial or Consent Withdrawal. The Grantee’s participation in the Plan and his or her performance  under this Agreement, including agreeing to the Processing of the necessary Personal Data is purely  voluntary. The Grantee may end his or her participation in the Plan, terminate this Agreement or deny  or withdraw his or her consent to the transfer of his or her Personal Data at any time. If the Grantee does  not consent, or if the Grantee later withdraws his or her consent, the Grantee may be unable to  participate in the Plan. This will not affect the Grantee’s existing employment or salary; instead, the  Grantee merely may forfeit the opportunities associated with the Plan. (f) Data Subjects Rights. The Grantee may have a number of rights under the data privacy  laws in the Grantee’s country of residence. For example, the Grantee’s rights may include the right to  (i) request access or copies of Personal Data the Company Processes, (ii) request rectification of  incorrect Personal Data, (iii) request deletion of Personal Data, (iv) place restrictions on Processing,  (v) lodge complaints with competent privacy or data protection authorities in the Grantee’s country of  residence, and/or (vi) request a list with the names and addresses of any potential recipients of the  Grantee’s Personal Data. To receive clarification regarding the Grantee’s rights or to exercise his or  her rights, the Grantee should refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/ and contact his or her local human resources  department. 





 






ACTIVEUS 192813907v.17 (g) Personal Data Retention. The Company and its Service Provider will retain the Grantee’s  Personal Data no longer than necessary for the purpose for which it was processed for the duration of  this Agreement, unless a longer period is required to comply with applicable laws. Retention periods  may vary depending on i) purpose for which the Personal Data was collected and used, which may  differ depending on the nature of the Personal Data and the activities involved, ii) the length of the  Grantee’s participation in the Plan, or iii) whether there are legal obligations to which either the  Company or the Grantee are subject. (h) For more information on how the Company processes the Grantee’s Personal Data,  please refer to the relevant privacy policy available at https://www.wexinc.com/workday/legal- notices/. The Netherlands The Company has the authority under and pursuant to the Plan to grant awards to eligible employees of  the Company and its subsidiaries (each a “Group Company” and, collectively, the “Group Companies”). The Grantee is employed by WEX Europe Services B.V. (the “Employer”), a wholly-owned subsidiary  of the Company; and “eligible employees” for the purposes of Performance-Based Restricted Stock Unit  Awards made to participants resident in the Netherlands shall include employees and executive directors  only of the Employer. Vesting of Performance-Based Restricted Stock Units: The following provisions replace Paragraph 3 Sub-paragraph (b) of the Agreement: (b) Subject to Sub-paragraphs 3(c), (d) and (e) and Paragraphs 4 and 5, as set forth in the  Memorandum, the Performance-Based Restricted Stock Units subject to this Award shall become  vested, if at all, on the third anniversary of the Date of Grant (the “Vesting Date”), in a number that is  determined based on achievement of the performance goals, set forth in Schedule 1, so long as the  Grantee remains employed with the Group Companies through such Vesting Date and any such vested  Performance-Based Restricted Stock Units shall be settled in accordance with Sub-paragraph 3(a).  Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential and Proprietary Information.  The Grantee acknowledges that in connection with  his/her employment with the Employer or any Group Company, the Grantee has and will continue to  have access to information of a nature not generally disclosed to the public. The Grantee agrees to  keep confidential and not: (i) use or (ii) disclose to anyone, any Confidential Information, except in  the proper course of the Grantee’s duties to the Employer or any Group Company, as required by  law or as authorized by the Board of Directors.  4.1. The term “Confidential and Proprietary Information” includes but is not limited to: 4.1.1. financial information relating to the Employer and any Group Company including (but  not limited to) management accounts, sales forecasts, dividend forecasts, profit and loss  accounts and balance sheets, draft accounts, results, order schedules, profit margins, pricing  strategies, and other information regarding the performance or future performance of the  Employer or any Group Company; 





 






ACTIVEUS 192813907v.17 4.1.2. client or customer lists and contact lists, details of the terms of business with, the fees and  commissions charged to or by and the requirements of customers or clients, prospective  customers or clients of, buyers from and suppliers to the Employer or any Group Company,  price lists, discount structures, pricing statistics, market research reports, renewal dates and  any customer or prospective customer complaints; 4.1.3. any information relating to expansion plans, maturing business opportunities, business  strategy, marketing plans, and presentations, tenders, projects, joint ventures or acquisitions  and developments contemplated, offered, or undertaken by the Employer or any Group  Company; 4.1.4. details of the employees, officers, and workers of and consultants to the Employer or any  Group Company, their job skills and capabilities and the remuneration and other benefits  paid to them;  4.1.5. copies or details of and information relating to know-how, research activities, inventions,  creative briefs, ideas, computer programs (whether in source code or object code), secret  processes, designs and formulae, or other intellectual property undertaken, commissioned,  or produced by or on behalf of the Employer or any Group Company; 4.1.6. confidential reports or research commissioned by or provided to the Employer or any  Group Company and any trade secrets and confidential transactions of the Employer or any  Group Company;   4.1.7. details of any marketing, development, pre-selling or other exploitation of any  intellectual property, or other rights of the Employer or any Group Company, any proposed  options or agreements to purchase, license, or otherwise exploit any intellectual property of  the Employer or any Group Company, any intellectual property which is under  consideration for development by the Employer or any Group Company, any advertising,  marketing, or promotional campaign which the Employer or any Group Company  is to  conduct; and  4.1.8. any information which the Grantee ought reasonably to know is confidential and any  information which has been given to the Employer or any Group Company in confidence  by agents, buyers, clients, consultants, customers, suppliers, or other persons. 4.2. The previous Sub-paragraph will apply to any such information whether designated as  confidential and proprietary or not and whether provided orally, in writing or on electronic  media. The previous Sub-paragraph will not apply to any information which is in the public  domain, other than by way of unauthorized disclosure (whether by the Grantee or any other  person) or which the Grantee is entitled to disclose under the laws of the Netherlands. 4.3. No Confidential and Proprietary Information may be reproduced (except in the proper exercise  of the Grantee’s duties to the Employer or any Group Company) or given to the press or any  publication whatsoever or in the form of a paper to a professional body without the prior written  consent of the Company. 4.4. The Grantee shall not make copies of, or memorize any, Confidential and Proprietary  Information and shall on the Termination Date return to the Company any records in any form  of Confidential and Proprietary Information acquired or received by the Grantee during the  course of his/her employment and shall not retain any copy or summary of the same. Definitions for Restrictive Covenants, Non-Solicitation and Non-Competition: The following provisions replace Paragraph 5 of the Agreement in its entirety: 





 






ACTIVEUS 192813907v.17 5A. Definitions for Restrictive Covenants.   The following definitions apply to the Clauses below:  5A.1 “Critical Employee” means any person who: 5A.1.1 is employed or engaged by or seconded or assigned to the Employer or any Group  Company during the Restricted Period; and 5A.1.2 for whom, during the Relevant Period: 5A.1.2.1 the Grantee has had direct or indirect managerial responsibility; or 5A.1.2.2 with whom the Grantee had material contact or dealings; and 5A.1.3 who, during the Relevant Period: 5A.1.3.1 had material contact with Customers or Prospective Customers or Suppliers  in performing his/her duties of employment with the Employer or any Group  Company; and/or 5A.1.3.2 is in possession of Confidential and Proprietary Information about  Customers or Prospective Customers or Suppliers; 5A.2 “Customer” means any person, firm, company, business entity or other organization  whatsoever to which the Employer or any Group Company distributed, sold or supplied  Restricted Goods or Restricted Services during the Relevant Period and with which, during  that period: 5A.2.1 the Grantee, or 5A.2.2 any employee under the Grantee’s direct or indirect supervision, had material dealings in the course of employment with the Employer or any Group  Company, or about whom the Grantee was in possession of Confidential and Proprietary  Information, but always excluding therefrom any subsidiary, division, branch or office of  such person, firm, company or other organization whatsoever with which the Grantee and/or  any such employee had no dealings during that period; 5A.3 “Prospective Customer” means any person, firm, company or other organization whatsoever  with which the Employer or any Group Company had discussions during the Relevant Period  regarding the possible distribution, sale or supply of Restricted Goods or Restricted Services  and with which, during such period: 5A.3.1 the Grantee, or 5A.3.2 any employee who was under the Grantee’s direct or indirect supervision, had material dealings in the course of employment by the Employer or any Group Company,  or about whom the Grantee was in possession of Confidential and Proprietary Information,  but always excluding therefrom any subsidiary, division, branch or office of that person with  which the Grantee and/or any such employee had no dealings during that period; 5A.4 “Relevant Period” means the period of twelve (12) months immediately preceding the start  of the Restricted Period; 5A.5 “Restricted Area” means the Netherlands and any other country in the world where the  Employer or any Group Company is providing or supplying, or is planning to provide or  supply, any Restricted Goods or Restricted Services and in or for which, during the course of  the Grantee’s employment: 





 






ACTIVEUS 192813907v.17 5A.5.1 the Grantee, or 5A.5.2 any employee under the Grantee’s direct supervision, performed material duties for the Employer or relevant Group Company;  5A.6 “Restricted Goods or Restricted Services” means: 5A.6.1 any products and services provided by the Employer or any Group Company as at the  Termination Date or which the Employer or any Group Company has planned to start  providing within six (6) months of the Termination Date including, without  limitation:  (i) the business of developing, managing, operating, marketing,  processing, financing, or otherwise being involved in providing any products or  services relating to transaction or payment processing, including those for the benefit  of fleets; travel; healthcare; education; payroll; or, benefits 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 to the best of  his/her knowledge contemplated to be sold by the Company 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  researched, developed,  manufactured, distributed or sold by the Employer or any Group Company; and 5A.6.2 with which the Grantee’s duties were materially concerned or for which the Grantee,  or any employee who was under the Grantee’s direct or indirect supervision, was  responsible during the Relevant Period, or any products or services of the same type or materially similar to such products or services; 5A.7 “Restricted Period” means the period commencing on the earlier of (i) the Termination Date  except in the event of Retirement; (ii) the date when the Grantee commences Garden Leave;   (iii) such date on which the Grantee ceases providing services to the Employer or any Group  Company for any reason other than Retirement; or (iv) in the event of termination of  employment due to Retirement, the Vesting Date, and continuing for twelve (12) months in  respect of the Non-Solicitation of Customers, Prospective Customers and Critical Employees  in Sub-paragraph 5B.1.1 and 5B.1.2, and six (6) months in respect of the Non-Competition  restriction in Sub-paragraph 5B.1.3; 5A.8 “Termination Date” means the date upon which the Grantee’s employment with the  Employer or any Group Company terminates for whatever reason and howsoever arising,  whether lawfully or unlawfully. 5B Non-Solicitation and Non-Competition.    5B.1 In order to protect the Confidential and Proprietary Information, and business/customer   connections and workforce stability of the Employer and any Group Company, the Grantee  agrees that during his/her employment with the Employer or any Group Company, during any  period between Retirement and the Vesting Date (if applicable) and during the Restricted  Period, without the Employer’s consent, he/she shall not whether on his/her own behalf or in  conjunction with any person, firm, company, business entity or other organization whatsoever,  (and whether as an employee, employer, consultant, agent, principal, partner corporate officer,  board member, director, or in any other individual or representative capacity whatsoever),  directly or indirectly: 





 






ACTIVEUS 192813907v.17 5B.1.1 In competition with the Employer and/or any Group Company, contact, call on,  provide advice to, solicit, take away, or divert, and/or influence or attempt to  influence any Customer or Prospective Customer of the Employer or any Group  Company in respect of Restricted Goods or Restricted Services;  5B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the  employ of the Employer or any Group Company; or hire or employ, or assist in the  hire or employment of, either directly or indirectly, any Critical Employee in the  business of researching into, developing or otherwise dealing with Restricted Goods  or Restricted Services; 5B.1.3 Within the Restricted Area become employed by, render services to or directly or  indirectly (whether for compensation or otherwise), manage, operate, or control, or  join or participate in the management, operation or control of, any business which  provides or supplies Restricted Goods or Restricted Services within the Restricted  Area (or is intending to do so within the Restricted Period), if the business: 5B.1.3.1 is in competition with the Employer and/or any Group Company with  respect to Restricted Goods or Restricted Services; or  5B.1.3.2 is intending to compete with the Employer and/or any Group Company with  respect to Restricted Goods or Restricted Services within the Restricted  Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk  of conscious or subconscious direct or indirect transmission or use of Confidential and  Proprietary Information.  For the purposes of this restriction, acts done by the Grantee outside the Restricted Area shall  nonetheless be deemed to be done within the Restricted Area where their primary purpose is  to distribute, sell, supply or otherwise deal with Restricted Goods or Restricted Services in the  Restricted Area.  5B.2 Subject to the reporting of possible violations of the securities laws to the Dutch supervisory  authority, the Financial Services and Markets Authority (FSMA), and except in the proper  course of the Grantee’s duties to the Company in the ordinary course of business or as  otherwise explicitly directed in writing by an officer of the Company, directly or through  others, the Grantee agrees to keep confidential and not: (a) provide any confidential  information, including any information derived from the Grantee’s experience with the  Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has  reason to believe may be an investor or prospective investor in the Company, (iii) a member  of the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential  litigant against the Company, (vi) any other person seeking information regarding the  Company (including, without limitation, information with respect to its business, executives,  directors, balance sheet, history, prospects or opportunities) or seeking to change or influence  the control of the Company, or (vii) any person acting on behalf of any of the foregoing (any  such person described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly  or privately, any statements that disparage, or could otherwise cause harm to, the business or  reputation of the Company and/or any current or former officer, director or employee of the  Company; (c) join a “group” or become a “participant” in a solicitation with respect to the  Company (other than a solicitation by the Board of Directors), as those terms are defined in  applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to  any Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or  proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or other  





 






ACTIVEUS 192813907v.17 shareholder activism campaign or proxy solicitation against the Company, (iii) proposing to  acquire the Company or any of its assets or subsidiaries or (iv) making any other demands of  the Company.  If the Grantee is contacted by any Potential Adverse Party, the Grantee shall  promptly provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”),  and shall not discuss the Company with any such Potential Adverse Party without prior  written approval from the CLO. For the avoidance of doubt, the Restricted Period will not  apply to this Sub-paragraph 5B.2, it being understood that the Grantee’s obligations will  continue in perpetuity.  5B.3 The Employer has previously entered into agreements with certain executives and employees  that contain restrictive covenants (“Restrictions”).  For the avoidance of doubt, if the Grantee  is party to an employment or other agreement containing Restrictions on (a) confidentiality,  (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or  patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d)  competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain  in effect and the Grantee shall remain bound by such Existing Restrictions.  To the extent the  restrictions contained in Paragraph 4 or Sub-paragraph 5B of this Agreement conflict in any  way with any Existing Restriction(s), such conflict shall be resolved by giving effect to  restrictions in this Agreement.  5B.4 The Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a  direct agreement or undertaking with any Group Company whereby he/she will accept  restrictions and provisions corresponding to the restrictions and provisions in this Sub- paragraph 5B (or such of them as may be appropriate in the circumstances) in relation to such  activities and such area and for such a period as such Group Company may reasonably require  for the protection of its legitimate business interests. 5B.5 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”),  this Sub-paragraph 5B shall with effect from that transfer of employment apply to the Grantee  as if references to the Employer included the Transferee and references to any Group  Company were construed accordingly, and as if the references to defined terms in respect of  the Employer and any Group Company including but not limited to "Customer", "Prospective  Customer" and "Critical Employee", applied to the customers, prospective customers and  critical employees of the Transferee and their respective Group Companies.  The Grantee  agrees to execute any such documents as may be required to effectuate said benefit. 5B.6 Each of the restrictions contained in this Sub-paragraph 5B, each definition set out in Sub- paragraph 5A, each limb of such definition and each operative word within each Sub- paragraph or definition is intended to be an entirely separate, severable and independent  restriction, notwithstanding that they are combined together for the sake of brevity, and the  Grantee agrees not to advance any argument to the contrary.  In the event that any of the  restrictions shall be held to be void or ineffective but would be valid and effective if some part  of the wording thereof were deleted such restriction shall apply with such modification as may  be necessary to make it valid and effective. If such a deletion applies to a definition, such  deletion shall not apply to any other restriction, so that each definition is deemed to be  repeated each time it is used. 5B.7 The Grantee agrees, during any period between Retirement and the Vesting Date (if applicable)  and during the Restrictive Period, to disclose to the Company, in writing, any person or entity  with whom the Grantee becomes employed, contracted to, or otherwise affiliated, the  Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of the  Grantee’s duties. The Grantee agrees to make such disclosure to the Company no later than  





 






ACTIVEUS 192813907v.17 the date on which the Grantee accepts or otherwise agrees to become employed by, contracted  to, or otherwise affiliated with such person or entity. 5B.8 While the Grantee is employed with the Company, during any period between Retirement and  the Vesting Date (if applicable) and during the Restricted Period, the Grantee will provide any  person or entity that the Grantee seeks an offer of employment or other engagement or  retention from notice of the existence of this Agreement and the terms of Paragraphs 4 and 5  before requesting or accepting such an offer.   If the Grantee fails to provide such notice, the  Grantee understands that the Grantee may be held liable for any consequential damages  resulting from such failure.  The Grantee agrees that the Company may send a copy of this  Agreement to, or otherwise make the provisions of Paragraphs 4 or 5 of this Agreement  known to, any of the Grantee’s potential and future employers or other entity considering  engaging the Grantee or which has engaged or employed the Grantee.  The Grantee agrees not  to assert any claim that such conduct by the Company is legally actionable interference or  otherwise impermissible regardless of whether or not the provisions of Paragraphs 4 or 5 are  later found to be enforceable in whole or in part. 5B.9 Mindful of the obligations set forth in Paragraph 4, Sub-paragraph 5A and Sub-paragraph 5B,  upon termination of his/her employment, the Grantee shall promptly sign and deliver the  Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company.  No Rights to Continued Employment: The following provisions replace Paragraph 8 of the Agreement in its entirety: 8. No Rights to Continued Employment.   (a)  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 or any of its subsidiaries to terminate such  employment. (b) The grant of Awards under the Plan is made at the discretion of the Company and the  Plan may be suspended or terminated by the Company at any time.  The grant of an  Award in one (1) year or at one time does not in any way entitle the Grantee to an Award  in the future.  The Plan is wholly discretionary and is not to be considered part of the  Grantee's normal or expected compensation subject to severance, resignation, redundancy  or similar compensation. The value of the Award is an extraordinary item of  compensation which is outside the scope of the Grantee's employment contract (if any). (c) The rights and obligations of the Grantee under the terms of his/her office or employment  with his/her employing entity, any past or present subsidiary, or associated or affiliate  company of the Company shall not be affected by his/her participation in the Plan or the  grant of this Award or any right which he/she may have to participate therein, and the  Grantee hereby waives all and any rights to compensation or damages in consequence of  the termination of his/her office or employment with any such company for any reasons  whatsoever (whether lawful or unlawful and including, without prejudice to the  generality of the foregoing, in circumstances giving rise to a claim for wrongful  dismissal) insofar as those rights arise or may arise from his/her ceasing to have rights  under the Plan or being entitled to this Award as a result of such termination, or from the  loss or diminution in value of such rights or entitlements. Governing Law: The following provisions replace Paragraph 9 of the Agreement in its entirety: 





 






ACTIVEUS 192813907v.17 9. Governing Law.  Save for taxation, which shall be governed by the law of the  Netherlands, 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. Tax Obligations: The following provisions replace Paragraph 10 of the Agreement in its entirety: 10. 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 applicable Dutch wage  taxes, social security premiums and any other taxes required to be withheld payable in connection with  the vesting of an 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 Common 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. Further to the above, the Grantee agrees to indemnify and keep indemnified the Employer and all  Group Companies in respect of any income tax and National Insurance liability which fails to be paid to  the Dutch tax authorities by the Company or the Employer in connection with the grant, vesting or  cancellation of the Award or the acquisition or other dealing in the shares of Common Stock acquired.    Amendments; Severability: Paragraph 13 Sub-paragraph (b) of the Agreement does not apply. Insider Trading Restrictions: 16. Insider Trading Restrictions.     (a) By accepting the Performance-Based Restricted Stock Units and participating in the Plan,  the Grantee acknowledges that Grantee is subject to insider trading restrictions, which  may affect the Grantee’s ability to acquire or sell shares of Common Stock under the  Plan during such times as the Grantee is considered to have “inside information”.   (b) More specific, under Article 14 of the Market Abuse Regulation (Regulation (EU) No  596/2014 of the European Parliament and of the Council of 16 April 2014 on market  abuse), anyone who has “inside information” related to an issuing company is prohibited  from effectuating a transaction in securities in or from the Netherlands.  “Inside  information” is defined as knowledge of details concerning the issuing company to  which the securities relate, which is not public and which, if published, would  reasonably be expected to affect the stock price, regardless of the development of the  price.   (c) Any restrictions under these laws or regulations are separate from and in addition to any  restrictions that may be imposed under any applicable Company insider trading policy. (d) The Grantee acknowledges that it is his or her responsibility to comply with any  applicable restrictions, and the Grantee is advised to speak to his or her personal advisor  on this matter.  





 






ACTIVEUS 192813907v.17 Data Privacy: 17. Data Privacy. (a) The Company, in its capacity as Controller, grants Awards under the Plan to employees  of the Company and its subsidiaries in its sole discretion. In conjunction with the  Company’s grant of the Award under the Plan and its ongoing administration of such  awards, the Company collects, uses and otherwise processes (“Process (es)(ing)”) the  Grantee’s personal data (“Personal Data”), including the Grantee’s name, home address,  email address, and telephone number, date of birth, social insurance number or other  identification number, salary, citizenship, job title, any shares of Common Stock or  directorships held in the Company, and details of all Awards or any other equity  compensation awards granted, canceled, exercised, vested, or outstanding in the  Grantee’s favor, which the Company receives from the Grantee or the Employer. (b) Data Collection, Processing and Usage.  In granting the Award under the Plan, the  Company will Process the Grantee’s Personal Data for purposes of allocating shares of  Common Stock and implementing, administering and managing the Plan.  The  Company’s legal basis, where required, for the Processing of the Grantee’s Personal Data  is the necessity for the Company to (i) perform its contractual obligations under this  Agreement, (ii) comply with legal obligations established in the European Union,  European Economic Area, and the United Kingdom (“EEA+”), and/or (iii) pursue the  legitimate interest of complying with legal obligations established outside of the EEA+.  (c) Stock Plan Administration Service Provider. The Company transfers the Grantee’s  Personal Data to Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates,  independent service providers based in the United States, which assist the Company with  the implementation, administration and management of the Plan (the “Service Provider”).   In the future, the Company may select a different Service Provider and share the  Grantee’s Personal Data with another company that serves in a similar manner.  The  Service Provider will open an account for the Grantee to receive and trade shares of  Common Stock acquired under the Plan.  The Grantee will be asked to agree on separate  terms and data processing practices with the Service Provider, which is a condition to the  Grantee’s ability to participate in the Plan. (d) International Data Transfers. The Company and the Service Provider are based in the  United States.  The Grantee should note that the Grantee’s country of residence may have  enacted data privacy laws that are different from the United States.  In order to protect the  Grantee’s privacy, where Personal Data are transferred by or on behalf of the Company  to other countries or organizations that have not been recognized as providing regulatory  protection similar to the Grantee’s country, the Company contractually obliges its  international entities, affiliates and service providers to comply with the applicable data  protection laws and principles through standard clauses that have been approved or  recognized by the relevant regulators.  The Company also relies on the Grantee’s consent  per this Agreement as the legal basis for the transfer of the Grantee’s Personal Data to the  United States is the Grantee’s consent. (e) Voluntariness and Consequences of Failure to Perform Under the Agreement, Consent  Denial or Consent Withdrawal.  The Grantee’s participation in the Plan and his or her  performance under this Agreement, including agreeing to the Processing of the necessary  Personal Data is purely voluntary.  The Grantee may end his or her participation in the  Plan, terminate this Agreement or deny or withdraw his or her consent to the transfer of  his or her Personal Data at any time.  If the Grantee does not consent, or if the Grantee  





 






ACTIVEUS 192813907v.17 later withdraws his or her consent, the Grantee may be unable to participate in the Plan.   This will not affect the Grantee’s existing employment or salary; instead, the Grantee  merely may forfeit the opportunities associated with the Plan.  (f) Data Subjects Rights. The Grantee may have a number of rights under the data privacy  laws in the Grantee’s country of residence.  For example, the Grantee’s rights may  include the right to (i) request access or copies of Personal Data the Company Processes,  (ii) request rectification of incorrect Personal Data, (iii) request deletion of Personal Data,  (iv) place restrictions on Processing, (v) lodge complaints with competent privacy or data  protection authorities in the Grantee’s country of residence, and/or (vi) request a list with  the names and addresses of any potential recipients of the Grantee’s Personal Data.  To  receive clarification regarding the Grantee’s rights or to exercise his or her rights, the  Grantee should refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/ and contact his or her local human  resources department.  (g) Personal Data Retention. The Company and its Service Provider will retain the Grantee’s  Personal Data no longer than necessary for the purpose for which it was processed for the  duration of this Agreement, unless a longer period is required to comply with applicable  laws. Retention periods may vary depending on i) purpose for which the Personal Data  was collected and used, which may differ depending on the nature of the Personal Data  and the activities involved, ii) the length of the Grantee’s participation in the Plan, or iii)  whether there are legal obligations to which either the Company or the Grantee are  subject. (h) For more information on how the Company processes the Grantee’s Personal Data,  please refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/.  Language: 18. Language.  The Grantee warrants and represents that he/she is fluent in English and fully  and unmistakably understands the terms and conditions of this Agreement. If the Grantee has received  this Agreement or any other document related to the Plan translated into a language other than English  and if the meaning of the translated version differs from the English version, the English version shall  control. Imposition of Other Requirements: 19. Imposition of Other Requirements.  The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 20. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. 





 






ACTIVEUS 192813907v.17 Additional Acknowledgements and Authorizations: 21. Additional Acknowledgements and Authorizations.  By accepting the Award, the  Grantee acknowledges, understands and agrees that: (a) the future value of the shares of Common Stock underlying the Award is unknown,  indeterminable and cannot be predicted with certainty; (b) neither the Company, the Employer, nor any other subsidiary shall be liable for any foreign  exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that  may affect the value of the Award, any payment made pursuant to the Award, or the subsequent  sale of any shares of Common Stock acquired under the Plan; and (c) the Company is not providing any tax, legal or financial advice, nor is the Company making any  recommendations regarding participation in the Plan or the acquisition or sale of the shares of  Common Stock. The Grantee should consult with his or her personal tax, legal and financial  advisors regarding participation in the Plan before taking any action related to the Plan. New Zealand Warning This is an offer of Performance-Based Restricted Stock Units in WEX Inc.  Upon their vesting (as further set  out in this document) as Common Stock, Common Stock gives you a stake in the ownership of WEX Inc.   You may receive a return on Common Stock if dividends are paid. If WEX Inc. runs into financial difficulties and is wound up, you will be paid only after all creditors and  holders of preference shares have been paid.  You may lose some or all of your investment. New Zealand law normally requires people who offer financial products to give information to investors  before they invest.  This information is designed to help investors to make an informed decision.   The usual rules do not apply to this offer because it is made under an employee share purchase scheme.  As a  result, you may not be given all the information usually required.  You will also have fewer other legal  protections for this investment. Ask questions, read all documents carefully, and seek independent financial advice before committing  yourself. The Performance-Based Restricted Stock Units themselves are not quoted and are not transferable.  You are  not able to sell Performance-Based Restricted Stock Units.  However, upon vesting in accordance with these  terms, the Performance-Based Restricted Stock Units will be vested as shares of Common Stock.  Common  Stock is quoted on the New York Stock Exchange.  This means you may be able to sell your vested  Common Stock on the New York Stock Exchange if there are interested buyers.  You may get less than you  invested.   The price will depend on the demand for the Common Stock.  Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential and Proprietary Information.  The Grantee acknowledges that in  connection with his/her employment with the Company and/or its subsidiaries, the Grantee is placed in a  position of confidence and trust with the Company, and in line with that position has and will continue  





 






ACTIVEUS 192813907v.17 to have access to information of a nature not generally disclosed to the public. The Grantee agrees to  keep confidential and not: (i) use or (ii) disclose to anyone any Confidential and Proprietary  Information, except in the proper course of the Grantee’s duties to the Company, as required by law or  as authorized by the Board of Directors.  “Confidential and Proprietary Information” includes but is not  limited to all Company and/or its subsidiaries’ trade secrets, business and strategic plans, financial  details, computer programs, manuals, contracts, current and prospective client and supplier lists, and all  other documentation, business knowledge, data, material, property and supplier lists, and developments  owned, possessed or controlled by the Company and/or its subsidiaries, regardless of whether possessed  or developed by the Grantee in the course of his/her employment.  Such Confidential and Proprietary  Information may or may not be designated as confidential or proprietary and may be oral, written or  electronic media. The Grantee understands that such information is owned and shall continue to be  owned solely by the Company, and hereby represents that he/she has not and will not disclose, directly  or indirectly, in whole or in part, any Confidential and Proprietary Information.  The Grantee  acknowledges that he/she has complied and will continue to comply with this commitment, both as an  employee and after the termination of his/her employment. Notwithstanding the foregoing, Confidential and Proprietary Information does not include any  information that: (1) is already in the public domain or becomes available to the public through no  breach by the Grantee of this Agreement; (2) was lawfully in the Grantee’s possession prior to  disclosure to the Grantee by the Company and/or its subsidiaries; (3) is lawfully disclosed to the Grantee  by a third party (other than the Company, or any of its representatives, agents or employees) without any  obligations of confidentiality attaching to such disclosure; or (4) is developed by the Grantee entirely on  his/her own time without the Company’s (and/or its subsidiaries’) equipment, supplies or facilities and  does not relate at the time of conception to the Company’s (and/or its subsidiaries’) business or actual or  demonstrably anticipated research or development.  Information shall not be deemed to be in the public  domain merely because any part of said information is embodied in general disclosures or because  individual features, components, or combinations thereof are now or become known to the public or are  in the public domain.  Non-Competition and Non-Solicitation: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5. Non-Competition and Non-Solicitation.  In consideration of the promises contained  herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to  him/her, and other good and valuable consideration, the receipt and sufficiency of which are  acknowledged, the Grantee agrees that during his/her employment with the Company and/or its  subsidiaries and for the Restraint Period following the termination of his/her employment with the  Company and/or its subsidiaries for any reason, he/she shall not, on behalf of the Grantee him/herself or  on behalf of or in conjunction with any other person, entity or organization other than the Company,  whether as an agent or otherwise: (a) Contact, provide advice to, solicit, take away business, divert business, and/or influence or  attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or  prospective customers, clients and/or patrons of the Company and/or its subsidiaries,  where such prospective customers, clients and/or patrons were in negotiations with the  Company, and with whom the Grantee directly performed any services or had direct  business dealings; (b) Contact, provide advice to, solicit, take away business, divert business, and/or influence or  attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or  prospective customers, clients and/or patrons of the Company and/or its subsidiaries,  where such prospective customers, clients and/or patrons were in negotiations with the  





 






ACTIVEUS 192813907v.17 Company, whose entity- or other customer-specific information the Grantee had access to  and contact with as a result of the Grantee’s access to Company Confidential and  Proprietary Information; (c) Solicit or induce, either directly or indirectly, any employee of the Company and/or its  subsidiaries, with whom the Grantee had a business relationship and/or dealings, to leave  the employ of the Company and/or its subsidiaries or become employed with or otherwise  engaged by any person, entity or organization other than the Company and/or its  subsidiaries; or take any action to assist any subsequent employer or any other person,  entity or organization, either directly or indirectly, in soliciting or inducing any Company  employee to leave the employ of the Company and/or its subsidiaries become employed  with or otherwise engaged by any person, entity or organization other than the Company  and/or its subsidiaries; or hire or employ, or assist in the hiring or employment of, either  directly or indirectly, any individual employed by the Company and/or its subsidiaries; (d) In the Restraint Area, become employed by, render services to or directly or indirectly  (whether for compensation or otherwise, and whether as an employee, employer,  consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board  member, director, or in any other individual or representative capacity) 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.  For purposes of this Sub-paragraph 5(d), 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 during the Grantee’s employment with  the Company, or its subsidiaries, and of which the Grantee was aware.  It includes,  without limitation:  (i) the business of developing, managing, operating, marketing,  processing, financing, or otherwise being involved in providing any products or services  relating to transaction or payment processing, including those for the benefit of fleets;  travel; healthcare; education; payroll; or, benefits 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 to the best of his/her knowledge  contemplated to be sold by the Company 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.    Furthermore, the restrictions in this Paragraph shall not be  construed to prevent the Grantee from, following the termination of his/her employment  with the Company and/or its subsidiaries, working for a business entity that does not  compete with the Company 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 Grantee’s job responsibilities at that entity are unrelated to  the Competing Enterprise. The restrictions in this Paragraph will not apply to employment  by or the rendering of services to businesses that sell fuel or convenience items if those  businesses are not directly competing with the Company or its subsidiaries, owned or  controlled. The restrictions in this Paragraph shall also not be deemed to prohibit the  Grantee from owning not more than one percent (1%) of the total shares of all classes of  stock of any publicly held company; and/or (e) Subject to Paragraph 4, and except in the proper course of the Grantee’s duties to the  Company in the ordinary course of business or as otherwise explicitly directed in writing  





 






ACTIVEUS 192813907v.17 by an officer of the Company, directly or through others: (a) provide any confidential  information, including any information derived from the Grantee’s experience with the  Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has  reason to believe may be an investor or prospective investor in the Company, (iii) a  member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or  potential litigant against the Company, (vi) any other person seeking information  regarding the Company (including, without limitation, information with respect to its  business, executives, directors, balance sheet, history, prospects or opportunities) or  seeking to change or influence the control of the Company, or (vii) any person acting on  behalf of any of the foregoing (any such person described in clauses (i) to (vii), a  “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage,  or could otherwise cause harm to, the business or reputation of the Company and/or any  current or former officer, director or employee of the Company; (c) join a “group” or  become a “participant” in a solicitation with respect to the Company (other than a  solicitation by the Board of Directors), as those terms are defined in applicable securities  laws; and (d) to the extent permitted by law, aid, encourage, advise or otherwise provide  assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any  claim, action or proceeding against the Company, (ii) undertaking a proxy contest,  withhold campaign or other shareholder activism campaign or proxy solicitation against  the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries or  (iv) making any other demands of the Company.  If the Grantee is contacted by any  Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the  Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with any  such Potential Adverse Party without prior written approval from the CLO. For the purposes of this Paragraph 5, “Restraint Period” means: (1) Twelve (12) months from the Grantee’s last day of employment with the Company, or if a  court holds this period to be unreasonable or invalid, then:  (2) Nine (9) months from the Grantee’s last day of employment with the Company, or if a  court holds this period to be unreasonable or invalid, then:  (3) Six (6) months from the Grantee’s last day of employment with the Company. For the purposes of this Paragraph 5, “Restraint Area" means:  (1) New Zealand, or if a court holds this geographical scope to be unreasonable or invalid  for any reason, then:  (2) Auckland and/or any other region and/or location in which the Company or any other  company in the WEX group conducts business during the Grantee’s employment with the  Company and in which the Grantee was involved and/or had knowledge of Confidential  and Proprietary Information in respect of, or if a court holds this geographical scope to be  unreasonable or invalid for any reason, then; (3) Auckland.  For the purposes of this Paragraph 5, the parties understand and agree that the “Company” means WEX  Inc. and any of its holding or subsidiary companies as defined by the Companies Act 1993 (NZ) as  amended from time to time. The Company and/or its subsidiaries have previously entered into agreements with certain executives  and employees that contain restrictive covenants (“Restrictions”).  For the avoidance of doubt, if the  Grantee is party to an employment or other agreement containing Restrictions on (a) confidentiality, (b)  





 






ACTIVEUS 192813907v.17 solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the  Company and/or its subsidiaries, (c) solicitation or hire of Company employees, and/or (d) competition  (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the  Grantee shall remain bound by such Existing Restrictions, rather than the Restrictions contained in this  Paragraph 5.   The Grantee agrees and acknowledges that the Restraint Period, Restraint Area, activity and subject of  the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and necessary  under the circumstances and are reasonably required for the protection of the Company.  The Grantee  also acknowledges that in the event he/she breaches any part of Paragraphs 4 or 5, the damages to the  Company and its subsidiaries would be irreparable.  Therefore, in addition to penalties, monetary  damages and interest and/or legal costs, the Company shall have the right to seek injunctive and/or other  equitable relief in any court of competent jurisdiction to enforce the restrictive covenants contained in  this Agreement.  Further, the Grantee consents to the issuance of an interim injunction to maintain the  status quo pending the outcome of any proceeding. The Grantee further understands and agrees that if  he/she breaches any covenant set forth in Paragraph 5, the duration of any covenant so breached shall, to  the fullest extent permitted by law, automatically be tolled from the date of the first breach until the date  judicial relief providing effective remedy for such breach or breaches is obtained by the Company, or  until the Company states in writing that it will seek no judicial relief for such breach. The parties undertake and agree that the restrictive covenants outlined in Paragraph 5 constitute a  reasonable bargain between the parties for the consideration that will be provided by the Company in  exchange for the Grantee entering into the restrictive covenants as outlined.  Each restrictive covenant in  this Paragraph 5 (resulting from any combination of the wording in this Paragraph 5, including the  relevant definitions) constitutes a separate restrictive covenant that is severable from the other restrictive  covenants. If any one or more provisions of this Paragraph 5 shall for any reason be held to be  unreasonable, void, voidable, unenforceable or illegal by a court or tribunal as to the Restraint Period,  Restraint Area, activity or subject, because it goes beyond what is reasonable to protect the Company  and its business or for any other reason, then the parties specifically agree that in accordance with  section 83 of the Contract and Commercial Law Act 2017 (NZ) as amended from time to time, the  offensive part will be severed and the other restrictive covenants will remain in full force and effect to  the greatest extent permitted by law or a court may modify the provision to the extent that it would be  deemed reasonable in order to give effect to the terms of the restrictive covenant so modified.  For the  avoidance of doubt, the parties agree that a court may modify provision contained within this Paragraph  5 notwithstanding that such a modification cannot be effected by the deletion of words from the  provision. The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise make  the provisions of Paragraphs 4 or 5 of this Agreement known to, any of the Grantee’s potential and  future employers or other entity considering engaging the Grantee or which has engaged or employed  the Grantee where such engagement would breach the terms of this Agreement. The Grantee agrees not  to assert any claim that such conduct by the Company is legally actionable interference or otherwise  impermissible regardless of whether or not the provisions of Paragraphs 4 or 5 are later found to be  enforceable in whole or in part. The Grantee understands, acknowledges and agrees that the Grantee has been provided with an  opportunity to seek independent legal advice before deciding whether or not to enter into this Agreement  and that the Grantee has made the decision on his/her own accord to agree to the restrictive covenants  contained within this Paragraph 5 in exchange for the consideration that the Company is providing as  outlined herein. 





 






ACTIVEUS 192813907v.17 Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her  employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post  Termination in a form reasonably satisfactory to the Company. No Rights to Continued Employment or Service: The following provision supplements Paragraph 8 of the Agreement: The grant of Awards under the Plan is made at the discretion of the Company and the Plan may  be suspended or terminated by the Company at any time.  The grant of an Award in one (1) year or at  one time does not in any way entitle the Grantee to an Award in the future.  The Plan is wholly  discretionary and is not to be considered part of the Grantee's normal or expected compensation subject  to severance, resignation, redundancy or similar compensation.   The value of the Award is an  extraordinary item of compensation which is outside the scope of the Grantee's employment contract (if  any). Tax Obligations: Paragraph 10 Sub-paragraph (b) of the Agreement does not apply.  Amendments; Severability: Paragraph 13 Sub-paragraph (b) of the Agreement does not apply. Imposition of Other Requirements: 16. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 17. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. Additional Acknowledgements and Authorizations: 18. Additional Acknowledgements and Authorizations.  By accepting the Award, the  Grantee acknowledges, understands and agrees that: (a) the future value of the shares of Common Stock underlying the Award is unknown,  indeterminable and cannot be predicted with certainty; (b) neither the Company, the Employer, nor any other subsidiary shall be liable for any foreign  exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that  may affect the value of the Award, any payment made pursuant to the Award, or the subsequent  sale of any shares of Common Stock acquired under the Plan; and (c) the Company is not providing any tax, legal or financial advice, nor is the Company making any  recommendations regarding participation in the Plan or the acquisition or sale of the shares of  Common Stock. The Grantee should consult with his or her personal tax, legal and financial  advisors regarding participation in the Plan before taking any action related to the Plan. 





 






ACTIVEUS 192813907v.17 Singapore The Grantee is employed by WEX Asia Pte Ltd (the “Employer”), a wholly-owned subsidiary of the  Company (each a “Group Company” and collectively, with all other subsidiaries of the Company, the  “Group Companies”). Confidential Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential Information. 4.1. The Grantee acknowledges that in connection with his/her employment with the Employer, the  Grantee has and will continue to have access to, obtain, and become aware of Employer’s trade  secrets and Confidential Information (as defined below) of a nature not generally disclosed to  the public such that the Grantee will be placed in a position whereby the Grantee may cause  commercial and irreparable damage to the legitimate business interests of the Employer and/or  any Group Company by using or disclosing Employer’s trade secrets and/or such Confidential  Information.  4.2. In order to protect the legitimate business interests of the Employer and/or any Group  Company, the Grantee agrees that during employment and after the Termination Date (without  limitation in time), and without prejudice to the Grantee’s common law duties, he/she shall keep  confidential and not directly or indirectly: 4.2.1.  make any unauthorised disclosure to any other person, company or organisation  whatsoever; and/or 4.2.2. for the Grantee’s own benefit or for the benefit of any other person, company or  organisation whatsoever, make use of any trade secrets or Confidential Information that has  or will come to the Grantee’s knowledge during his/her employment, or that has been or  will be given to the Grantee in confidence by the Employer and/or any Group Company, or  which the Grantee as a person of honesty and reasonable intelligence should reasonably  treat as confidential, whether or not the same is specifically marked as confidential and  whether provided orally, in writing or on electronic media, or memorised by the Grantee,  except in the proper course of the Grantee’s duties to the Employer and/or Group Company,  as required by law or as authorised by the Board of Directors.  4.3.The term “Confidential Information” includes but is not limited to: 4.3.1. financial information relating to the Employer and any Group Company including (but  not limited to) management accounts, sales forecasts, dividend forecasts, profit and loss  accounts and balance sheets, draft accounts, results, order schedules, profit margins, pricing  strategies, and other information regarding the performance or future performance of the  Employer or any Group Company; 4.3.2. client or customer lists and contact lists, details of the terms of business with, the fees and  commissions charged to or by and the requirements of customers or clients, prospective  customers or clients of, buyers from and suppliers to the Employer or any Group Company,  price lists, discount structures, pricing statistics, market research reports, renewal dates and  any customer or prospective customer complaints; 4.3.3. any information relating to expansion plans, maturing business opportunities, business  strategy, marketing plans, and presentations, tenders, projects, joint ventures or acquisitions  and developments contemplated, offered, or undertaken by the Employer or any Group  Company; 





 






ACTIVEUS 192813907v.17 4.3.4. details of the employees, officers, and workers of and consultants to the Employer or any  Group Company, their job skills and capabilities and the remuneration and other benefits  paid to them;  4.3.5. copies or details of and information relating to know-how, research activities, inventions,  creative briefs, ideas, computer programs (whether in source code or object code), secret  processes, designs and formulae, or other intellectual property undertaken, commissioned,  or produced by or on behalf of the Employer or any Group Company; 4.3.6. confidential reports or research commissioned by or provided to the Employer or any  Group Company and any trade secrets and confidential transactions of the Employer or any  Group Company;   4.3.7. details of any marketing, development, pre-selling or other exploitation of any  intellectual property, or other rights of the Employer or any Group Company, any proposed  options or agreements to purchase, license, or otherwise exploit any intellectual property of  the Employer or any Group Company, any intellectual property which is under  consideration for development by the Employer or any Group Company, any advertising,  marketing, or promotional campaign which the Employer or any Group Company  is to  conduct; and  4.3.8. any information which the Grantee ought reasonably to know is confidential and any  information which has been given to the Employer or any Group Company in confidence  by agents, buyers, clients, consultants, customers, suppliers, or other persons; and 4.3.9. any compilation of information which in its individual parts may not be Confidential  Information but which derives its commercial value and its confidential nature from its  aggregation. 4.4.  No trade secrets and/or Confidential Information may be reproduced (except in the proper  exercise of the Grantee’s duties to the Employer or any Group Company) or given to the press  or any publication whatsoever or in the form of a paper to a professional body without the prior  written consent of the Company. 4.5.  Grantee shall on the date upon which the Grantee’s employment with the Employer terminates  for whatever reason and howsoever arising, whether lawfully or unlawfully, return to the  Company any records in any form of Confidential Information acquired or received by the  Grantee during the course of his/her employment and shall not retain any copy or summary of  the same. 4.6. The restrictions in Sub-paragraphs 4.2 and 4.4 shall not apply to information which the Grantee  can demonstrate: (i) was known to the Grantee prior to the commencement of the Grantee’s  employment by the Employer; or (ii) is in the public domain, other than by way of unauthorised  disclosure (whether by the Grantee or any other person). 4.7. This Agreement shall not prevent the Grantee from: 4.7.1. Reporting misconduct, or a serious breach of applicable regulatory requirements to a law  enforcement agency or anybody responsible for supervising or regulating the matters in  question; or  4.7.2. co-operating with a criminal investigation or prosecution to the extent reasonably  necessary.         Non-Solicitation and Non-Competition: The following provisions replace Paragraph 5 of the Agreement in its entirety: 





 






ACTIVEUS 192813907v.17 5A.       Definitions. The following definitions apply to Sub-paragraph 5B below:  5A.1.  “Critical Employee” means any person at a manager level or above: 5A.1.1.  who is employed or engaged by or seconded or assigned to the Employer or any  Group Company during the Restricted Period and: 5A.1.2.  for whom, during the Relevant Period:  5A.1.2.1.  the Grantee has had direct or indirect managerial responsibility; or  5A.1.2.2.  with whom the Grantee had material contact or dealings during the  course of his/her employment; and 5A.1.3.  who, during the Relevant Period:  5A.1.3.1  had material contact with Customers or Prospective Customers in  performing his/her duties of employment with the Employer or any Group  Company; and/or 5A.1.3.2.  who is in possession of Confidential Information about Customers or  Prospective Customers. 5A.2.  “Customer” means any person, firm, company, business entity or other organization  whatsoever to which the Employer or any Group Company distributed, sold or supplied  goods or services which are the same as or similar to the Restricted Goods or Restricted  Services during the Relevant Period and with which, during that period: 5A.2.1.  the Grantee, or 5A.2.2.  any employee under the Grantee’s direct or indirect supervision, had material  dealings in the course of employment with the Employer or any Group Company,  or about whom the Grantee was in possession of Confidential Information,  but always excluding therefrom any division, branch or office of such person, firm, company  or other organization whatsoever with which the Grantee and/or any such employee had no  dealings during that period; 5A.3.  “Permitted Investment” means holding an investment by way of shares or other securities  of not more than five percent (5%) of the total issued share capital of any company,  whether or not it is listed or dealt in on a recognised investment exchange. 5A.4.  “Potential Adverse Party” means (i) any competitor of the Company, (ii) any person the  Grantee knows or has reason to believe may be an investor or prospective investor in the  Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v)  any litigant or potential litigant against the Company, (vi) any other person seeking  information regarding the Company (including, without limitation, information with  respect to its business, executives, directors, balance sheet, history, prospects or  opportunities) or seeking to change or influence the control of the Company, or (v) any  person acting on behalf of any of the foregoing. 5A.5.  “Prospective Customer” means any person, firm, company or other organisation whatsoever  with which the Employer or any Group Company had discussions during the Relevant Period  regarding the possible distribution, sale or supply of goods or services which are the same as  or similar to the Restricted Goods or Restricted Services and with which, during such period: 5A.5.1.  the Grantee, or 5A.5.2.  any employee who was under the Grantee’s direct or indirect supervision,  





 






ACTIVEUS 192813907v.17 had material dealings in the course of employment by the Employer or any Group Company,  or about whom the Grantee was in possession of Confidential Information, but always  excluding therefrom any division, branch or office of that person with which the Grantee  and/or any such employee had no dealings during that period; 5A.6.  “Recognised Investment Exchange” means a recognised investment exchange or an  overseas investment exchange; 5A.7.  “Relevant Period” means the period of twelve (12) months immediately preceding the start  of the Restricted Period; 5A.8.  “Restricted Area” means  5A.8.1 Singapore; and  5A.8.2 any other country in the world where the Employer or any Group Company is  providing or supplying, or is planning to provide or supply, any goods or services  which are the same as or similar to the Restricted Goods or Restricted Services and  in or for which, during the Relevant Period: (i)  the Grantee, or (ii)  any employee under the Grantee’s direct or indirect supervision, performed  material duties for the Employer or relevant Group Company; 5A.9.  “Restricted Goods and Restricted Services” means any products and services: 5A.9.1.  (a) provided by the Employer or any Group Company as at the Termination Date or  which the Employer or any Group Company has planned to start providing within  six (6) months of the Termination Date including, without limitation:  (i) the  business of developing, managing, operating, marketing, processing, financing, or  otherwise being involved in providing any products or services relating to  transaction or payment processing, including those for the benefit of fleets; travel;  healthcare; education; payroll; or, benefits 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 to the best of his/her  knowledge contemplated to be sold by the Company 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 ; and/or (b) any  products of the same type or materially similar to such products; and 5A.9.2.  with which the Grantee’s duties were materially concerned or for which the Grantee,  or any employee who was under the Grantee’s direct or indirect supervision, was  responsible during the Relevant Period. 5A.10.  “Restricted Period” means the period commencing on the Termination Date, or the date  when the Grantee commences Garden Leave, or such date on which the Grantee ceases  providing services to the Employer if earlier, and continuing for twelve (12) months in  respect of the Non-Solicitation of Customers, Prospective Customers and Critical Employees  in Sub-paragraphs 5B.1.1 and 5B.1.2, and six (6) months in respect of the Non-Competition  restriction in Sub-paragraph 5B.1.3; and twelve (12) months in respect of the Potential  Adverse Party and Non-Disparagement in Sub-paragraph 5.C; 





 






ACTIVEUS 192813907v.17 5A.11.  “Securities” means any shares, debentures (whether or not secured), warrants or options to  purchase any shares or debentures; and 5A.12. “Termination Date” means the date upon which the Grantee’s employment with the  Employer terminates for whatever reason and howsoever arising, whether lawfully or  unlawfully. 5B.  Non-Solicitation and Non-Competition.    5B.1.  The Grantee agrees that, in order to protect the Confidential Information, trade secrets,  business and customer connections and workforce stability of the Employer and any Group  Company, during his/her employment with the Employer, and during the Restricted Period,  he/she shall not without the Employer’s consent, whether on his/her own behalf or in  conjunction with any person, firm, company, business entity or other organisation  whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner,  stockholder, lender, investor, corporate officer, board member, director, or in any other  individual or representative capacity whatsoever), directly or indirectly: 5B.1.1.   in competition with the Employer and/or any Group Company, contact, call on,  provide advice to, solicit, take away, or divert, and/or influence or attempt to  influence any Customer or Prospective Customer of the Employer or any Group  Company in respect of Restricted Goods or Restricted Services;  5B.1.2.   solicit or induce, either directly or indirectly, any Critical Employee  to leave the  employ of the Employer or any Group Company; or hire or employ, or assist in the  hire or employment of, either directly or indirectly, any Critical Employee  in the  business of researching into, developing or otherwise dealing with goods or services  which are the same as or similar to Restricted Goods or Restricted Services if that  business is, or seeks to be at that time or in the future, in competition with the  Employer and/or any Group Company. 5B.1.3.   (i) be employed by: or (ii) be engaged in; or (iii) be materially interested in; or (iv)  render services to, any business which provides or supplies Restricted Goods or  Restricted Services within the Restricted Area, if: (a)  the business:  is in competition with the Employer and/or any Group Company with respect to  Restricted Goods or Restricted Services; or   is intending to compete with the Employer and/or any Group Company with respect to  Restricted Goods or Restricted Services within the Restricted Period, or (b) it is likely to result in the intentional or unintentional disclosure or use of Confidential  Information by the Grantee in order for the Grantee to properly discharge his/her duties or to  further the Grantee’s interest in that business.   5C. Potential Adverse Party and Non-Disparagement. 5C.1  Subject to Sub-paragraph 4.7 above, and except in the proper course of the Grantee’s duties to  the Employer in the ordinary course of business or as otherwise explicitly directed in writing by  an officer of the Employer or the Company, the Grantee shall not during his/her employment  with Employer and during the Restricted Period, directly or through others:  5C.1.1 provide to a Potential Adverse Party any (i) Confidential Information, or (ii) any  





 






ACTIVEUS 192813907v.17 information derived from the Grantee’s experience with the Employer or any Group  Company;  5C.1.2 make, publicly or privately, any statements that disparage, or could otherwise cause harm  to, the business or reputation of the Employer or any Group Company and/or any current or  former officer, director or employee of the Employer;  5C.1.3 join a “group” or become a “participant” in a solicitation with respect to the Company  (other than a solicitation by the Board of Directors), as those terms are defined in  applicable securities laws; or 5C.1.4 aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in: (i)  asserting, prosecuting or defending any claim, action or proceeding against the Employer  or the Company; (ii) undertaking a proxy contest, withhold campaign or other shareholder  activism campaign or proxy solicitation against the Company; or (iii) proposing to acquire  the Employer, or the Company or any of its assets or subsidiaries.  5C.1.5 If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly  provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and  shall not discuss the Employer, the Company or any Group Company with any such  Potential Adverse Party without prior written approval from the CLO.  5D.    For the purposes of this Paragraph 5, acts done by the Grantee outside the Restricted Area  shall nonetheless be deemed to be done within the Restricted Area where their primary  purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are  the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.   The restrictions imposed in Sub-paragraphs 5B and 5C of this Agreement apply to the  Grantee acting: (i) directly or indirectly; and (ii) on the Grantee’s own behalf or on behalf of, or in conjunction with, any firm, company  or person. 5E.  This Paragraph 5 shall not prevent the Grantee from: 5E.1 holding a Permitted Investment; or 5E.2 being engaged in or rendering services to, any business concern during the Restricted  Period, provided that the Grantee’s duties or work shall  5E.2.1 relate solely to services or activities of a kind with which the Grantee (or an employee  under the Grantee’s direct supervision) was not concerned to a material extent during  the Relevant Period, and  5E.2.2 there is no risk of conscious or subconscious direct or indirect transmission of  Confidential Information or trade secrets.  5F.       The Employer has previously entered into agreements with certain executives and employees  that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the  Grantee is party to an employment or other agreement containing Restrictions on (a)  confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective  customers, clients and/or patrons of the Company, (c) solicitation or hire of Company  employees, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing  





 






ACTIVEUS 192813907v.17 Restrictions will remain in effect and the Grantee shall remain bound by such Existing  Restrictions. To the extent the restrictions contained in Paragraphs 4 or 5 of this Agreement  conflict in any way with any Existing Restriction(s), such conflict shall be resolved by  giving effect first to the enforceable restrictions in this Agreement. 5G.      The Grantee hereby agrees that he/she will at the request and cost of the Employer enter into  a direct agreement or undertaking with any Group Company whereby he/she will accept  restrictions and provisions corresponding to the restrictions and provisions in the Non- Solicitation and Non-Competition Paragraphs (or such of them as may be appropriate in the  circumstances) in relation to such activities and such area and for such a period as such  Group Company may reasonably require for the protection of its legitimate business  interests. 5H.      Each of the restrictions contained in this Paragraph 5, each definition set out in Sub- paragraph 5A, each limb of such definition and each operative word within each Sub- paragraph or definition is intended to be an entirely separate, severable and independent  restriction, notwithstanding that they are combined together for the sake of brevity, and the  Grantee agrees not to advance any argument to the contrary. In the event that any of the  restrictions shall be held to be void or ineffective but would be valid and effective if some  part of the wording thereof were deleted such restriction shall apply with such modification  as may be necessary to make it valid and effective. If such a deletion applies to a definition,  such deletion shall not apply to any other restriction, so that each definition is deemed to be  repeated each time it is used. 5I.         The Grantee warrants that s/he will provide a copy of this Agreement to any employer or  other person to whom or with whom the Grantee is intending to provide services or enter  into employment within the Restricted Period, and that the Grantee will do so before  entering into any contractually binding agreement to perform such services or enter into  employment. 5J.          Immediately after agreeing to provide services to or enter employment with any third party  during the Restricted Period, the Grantee will notify the Employer of the identity of that  third party. 5K.       Mindful of the obligations set forth in Paragraphs 4 and 5 herein, upon termination of his/her  employment, the Grantee shall promptly sign and deliver the Certificate of Compliance  Post Termination in a form reasonably satisfactory to the Employer. 5L. The Grantee agrees and acknowledges that the period of time, geographical scope, activity  and subject of the above-noted restrictive covenants imposed by this Agreement are fair,  and reasonable and necessary under the circumstances and are reasonably required for the  protection of the Employer and Group Company. No Rights to Continued Employment or Service: The following provisions supplement Paragraph 8 of the Agreement: The grant of Awards under the Plan is made at the discretion of the Company and the Plan may  be suspended or terminated by the Company at any time.  The grant of an Award in one (1) year or at  one time does not in any way entitle the Grantee to an Award in the future.  The Plan is wholly  discretionary and is not to be considered part of the Grantee's normal or expected compensation subject  to severance, resignation, redundancy or similar compensation. The value of the Award is an  extraordinary item of compensation which is outside the scope of the Grantee's employment contract (if  any). 





 






ACTIVEUS 192813907v.17 The rights and obligations of the Grantee under the terms of his/her office or employment with his/her  employing entity, any past or present subsidiary, or associated or affiliate company of the Company  shall not be affected by his/her participation in the Plan or the grant of this Award or any right which  he/she may have to participate therein, and the Grantee hereby waives all and any rights to  compensation or damages in consequence of the termination of his/her office or employment with any  such company for any reasons whatsoever (whether lawful or unlawful and including, without prejudice  to the generality of the foregoing, in circumstances giving rise to a claim for wrongful dismissal) insofar  as those rights arise or may arise from his/her ceasing to have rights under the Plan or being entitled to  this Award as a result of such termination, or from the loss or diminution in value of such rights or  entitlements. Governing Law: The following provision replaces Paragraph 9 of the Agreement in its entirety: 9. Governing Law. Save for taxation and the Paragraphs which have been replaced or  amended as set forth herein for Singapore which shall be governed by the laws of Singapore, 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. Amendments; Severability: Paragraph 13 Sub-paragraph (b) of the Agreement does not apply. Director Notification Obligation: 16. Director Notification Obligation. If the Grantee is a director, associate director, or  shadow director (each of which, a “Director”) of the Employer, the Grantee is subject to certain  notification requirements under the Companies Act (Cap. 50 of Singapore). The Grantee is obliged to  notify the Employer in writing of any participatory interest he/she has in any Group Company, including  any Performance-Based Restricted Stock Units entitling him/her to Common Stock. In addition, the  Grantee must notify the Employer when he/she sells shares in any Group Company, including any  Performance-Based Restricted Stock Units acquired. The Grantee must notify the Company of any  interest he/she has in any Group Company within two (2) business days of becoming a Director.   Collection, Use and Disclosure of Personal Data: 17. Collection, Use and Disclosure of Personal Data.  For the purposes of implementing and  administering the Plan, responding to instructions or enquiries made or purportedly made by the  Grantee, the sending of materials or other notices, documents or correspondence and enforcing rights or  fulfilling obligations under any applicable laws or pursuant to these rules of the Plan and/or the  provisions of this Agreement, the Company and/or its subsidiaries will collect, use and disclose the  personal data of the Grantee, contained in each document submitted pursuant to the rules of the Plan or  which is otherwise collected from a Grantee and public sources.  The Grantee consents to the collection,  use and disclosure of his or her personal data for all such purposes, including disclosure of data to  subsidiaries of the Company, and to third parties who provide services to the Company and/or its  subsidiaries, and further consents to the collection, use and further disclosure by such persons of such  data for such purposes, provided always that both the Employer and the Company shall take reasonable  steps to ensure that such personal data remains adequately protected, and any disclosure of personal data  is made in accordance with requirements prescribed under the Personal Data Protection Act 2012. Securities Law Information: 18. Securities Law Information.  The Grantee acknowledges that the Plan has not been  registered as a prospectus with the Monetary Authority of Singapore, and the grant of the Performance- 





 






ACTIVEUS 192813907v.17 Based Restricted Stock Units is being made pursuant to the “Qualifying Person” exemption under  section 273(1)(f) of the Securities and Futures Act (Cap. 289 of Singapore) (“SFA”). Accordingly, the  Plan and any other document or material in connection with the offer or sale, or invitation for  subscription or purchase, of shares of Common Stock may not be circulated or distributed, nor may  shares of Common Stock be offered or sold, or be made the subject of an invitation for subscription or  purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in  accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of  Part XIII of the SFA, save for section 280 of the SFA. Language: 19. Language.  The Grantee warrants and represents that he/she is fluent in English and fully  and unmistakably understands the terms and conditions of this Agreement. If the Grantee has received  this Agreement or any other document related to the Plan translated into a language other than English  and if the meaning of the translated version differs from the English version, the English version shall  control. Imposition of Other Requirements: 20. Imposition of Other Requirements.  The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 21. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. Additional Acknowledgements and Authorizations: 22. Additional Acknowledgements and Authorizations.  By accepting the Award, the  Grantee acknowledges, understands and agrees that: (a) the future value of the shares of Common Stock underlying the Award is unknown,  indeterminable and cannot be predicted with certainty; (b) neither the Company, the Employer, nor any other subsidiary shall be liable for any  foreign exchange rate fluctuation between the Grantee’s local currency and the United  States Dollar that may affect the value of the Award, any payment made pursuant to  the Award, or the subsequent sale of any shares of Common Stock acquired under the  Plan; and (c) the Company is not providing any tax, legal or financial advice, nor is the Company  making any recommendations regarding participation in the Plan or the acquisition or  sale of the shares of Common Stock. The Grantee should consult with his or her  personal tax, legal and financial advisors regarding participation in the Plan before  taking any action related to the Plan. 





 






ACTIVEUS 192813907v.17 Spain The Grantee is employed by WEX Europe Limited, a wholly-owned subsidiary of the Company (a  “Group Company” and collectively, with all other subsidiaries of the Company, the “Group  Companies”). The Company has the authority under and pursuant to the Plan to grant awards to Eligible employees. "Eligible employees" for the purposes of Performance-Based Restricted Stock Unit Awards made to  participants resident in Spain shall include employees and executive directors only of the Employer. The following provision replaces Paragraph 3 Sub-paragraph (d) of the Agreement: (d) Notwithstanding Sub-paragraph 3(b), if after six (6) months of employment have been  completed following the Date of Grant set forth in the Memorandum, and prior to the Vesting Date, the  Grantee’s employment with the Company terminates by reason of Retirement, the Performance-Based  Restricted Stock Units shall continue to be eligible to vest and be settled in accordance with the schedule  set forth in Sub-paragraphs 3(a) and 3(b) above and as determined pursuant to Schedule 1, subject to (i)  the Grantee’s continued compliance with the provisions of this Agreement on such date, including  without limitation Paragraphs 4 and 5 hereof, (ii) the Grantee’s execution of a separation agreement and  release of claims in a form containing terms that follow the usual practice for this kind of complex  benefits within the consideration period specified in such agreement following the date of such  termination (such period ending on the date of such agreement’s execution, the “Consideration Period”)  and the Grantee’s non-revocation of the execution of such agreement during the revocation period  specified in such agreement following the expiration of the Consideration Period (the “Revocation  Period”) and (iii) the Grantee’s successful completion of the Grantee’s transitional duties prior to the  date of such termination; provided, that, (A) in the event of the Grantee’s death following the Grantee’s  Retirement and prior to the Vesting Date, the Award shall immediately vest and be settled in accordance  with Sub-paragraphs 3(a) and 3(c) above at Target, except in the event that the final number of  Performance-Based Restricted Stock Units that are eligible for vesting has been determined pursuant to  Schedule 1, then the Award shall become immediately vested for such determined level of vesting for the  Performance-Based Restricted Stock Units and such Performance-Based Restricted Stock Units shall be  settled in accordance with Sub-paragraph 3(a), subject to any terms and conditions set forth in the Plan  or imposed by the Committee and (B) in the event that the Vesting Date occurs following the date of  such termination, but prior to the expiration of the Revocation Period, the Performance-Based Restricted  Stock Units that would otherwise vest on the Vesting Date and be settled on or within thirty (30) days  following the Vesting Date in accordance with Sub-paragraphs 3(a) and (b) shall instead vest and be  settled on the date immediately following the expiration of the Revocation Period (or, if the  Consideration Period and the Revocation Period could span two (2) calendar years, the Performance- Based Restricted Stock Units shall be vested and settled on the first regularly scheduled payroll date  during the second calendar year). For purposes of this Agreement, “Retirement” shall mean termination  of employment upon at least six (6) months of prior written notice by the Grantee to the Grantee’s direct  manager at the Company, and other than for Cause (as defined in the Plan), provided that the Grantee  has satisfied at the time of notice any of the following: (i) on or after the attainment of fifty-five (55)  years of age and ten (10) full continuous years of service, (ii) on or after the attainment of sixty (60)  years of age and five (5) full continuous years of service or (iii) on or after the attainment of sixty-five  (65) years of age and two (2) full continuous years of service, in each case, as determined by the  Company’s HRIS. Notwithstanding the foregoing, if (i) the Company receives a legal opinion that there  has been a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would result  in the favorable treatment that applies to the Award under this Sub-paragraph 3(d) being deemed  unlawful, or (ii) any of the restrictive covenants set forth in the provisions of Paragraphs 4 and/or 5  





 






ACTIVEUS 192813907v.17 hereof are held by any court or government authority (or otherwise deemed) to be void, unlawful or  unenforceable as written with respect to the Grantee, the provisions of Sub-paragraph 3(d) will not be  applicable to the Grantee and the remaining provisions of Paragraph 3 will govern. Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential and Proprietary Information.  The Grantee acknowledges that in connection with  his/her employment with Employer, the Grantee has and will continue to have access to  information of a nature not generally disclosed to the public. The Grantee agrees to keep  confidential and not: (i) use or (ii) disclose to anyone, any Confidential Information, except in  the proper course of the Grantee’s duties to the Employer and/or Company, as required by law or  as authorized by the Board of Directors.  4.1.The term “Confidential and Proprietary Information” includes but is not limited to: 4.1.1.  financial information relating to the Employer and any Group Company including (but  not limited to) management accounts, sales forecasts, dividend forecasts, profit and loss  accounts and balance sheets, draft accounts, results, order schedules, profit margins, pricing  strategies, and other information regarding the performance or future performance of the  Employer or any Group Company; 4.1.2. client or customer lists and contact lists, details of the terms of business with, the fees and  commissions charged to or by and the requirements of customers or clients, prospective  customers or clients of, buyers from and suppliers to the Employer or any Group Company,  price lists, discount structures, pricing statistics, market research reports, renewal dates and  any customer or prospective customer complaints; 4.1.3. any information relating to expansion plans, maturing business opportunities, business  strategy, marketing plans, and presentations, tenders, projects, joint ventures or acquisitions  and developments contemplated, offered, or undertaken by the Employer or any Group  Company; 4.1.4. details of the employees, officers, and workers of and consultants to the Employer or  any Group Company, their job skills and capabilities and the remuneration and other  benefits paid to them;  4.1.5. copies or details of and information relating to know-how, research activities,  inventions, creative briefs, ideas, computer programs (whether in source code or object  code), secret processes, designs and formulae, or other intellectual property undertaken,  commissioned, or produced by or on behalf of the Employer or any Group Company; 4.1.6. confidential reports or research commissioned by or provided to the Employer or any  Group Company and any trade secrets and confidential transactions of the Employer or any  Group Company;   4.1.7. details of any marketing, development, pre-selling or other exploitation of any  intellectual property, or other rights of the Employer or any Group Company, any proposed  options or agreements to purchase, license, or otherwise exploit any intellectual property of  the Employer or any Group Company, any intellectual property which is under  consideration for development by the Employer or any Group Company, any advertising,  marketing, or promotional campaign which the Employer or any Group Company  is to  conduct; and  





 






ACTIVEUS 192813907v.17 4.1.8. any information which the Grantee ought reasonably to know is confidential and any  information which has been given to the Employer or any Group Company in confidence  by agents, buyers, clients, consultants, customers, suppliers, or other persons. 4.2.The previous Sub-paragraph will apply to any such information whether designated as  confidential and proprietary or not and whether provided orally, in writing or on electronic  media. The previous Sub-paragraph will not apply to any information which the Grantee can  demonstrate: (i) was known to the Grantee prior to the commencement of the Grantee’s  employment by the Employer; or (ii) is in the public domain, other than by way of unauthorized  disclosure (whether by the Grantee or any other person). 4.3.No Confidential and Proprietary Information may be reproduced (except in the proper exercise  of Grantee’s duties to the Employer) or given to the press or any publication whatsoever or in  the form of a paper to a professional body without the prior written consent of the Employer or  the Company. 4.4. The Grantee shall not make copies of, or memorize any, Confidential and Proprietary  Information and shall on the Termination Date return to the Company any records in any form  of Confidential and Proprietary Information acquired or received by the Grantee during the  course of his/her employment and shall not retain any copy, in whatever means, or summary of  the same. 4.5. This Agreement shall not prevent the Grantee from:  4.5.1. reporting misconduct, or a serious breach of applicable regulatory requirements to  anybody responsible for supervising or regulating the matters in question; 4.5.2. disclosing the information specifically requested by a mandatory order issued by a  competent administrative authority or court; 4.5.3. reporting an offence to a law enforcement agency; or 4.5.4. co-operating with a criminal investigation or prosecution.  Non-Solicitation and Non-Competition: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5. Restrictive Covenants: 5.1 Definitions The following definitions apply herein unless the context requires otherwise:  5.1.1 “Critical Employee” means any person who is employed or engaged by or seconded or assigned  to the Company or any Group Company during the Restricted Period and:  5.1.1.1 for whom, during the Relevant Period:  a. the Grantee have had direct or indirect managerial responsibility; or  b. with whom the Grantee had contact or dealings; and  5.1.1.2 who, during the Relevant Period: a. had contact with Customers or Prospective Customers or suppliers in performing his/her  duties of employment with the Company or any Group Company; and/or  b. is in possession of Confidential and Proprietary Information about Customers or  Prospective Customers or suppliers;  





 






ACTIVEUS 192813907v.17 5.1.2 “Customer” means any person, firm, company, business entity or other organization whatsoever  to which the Company or any Group Company distributed, sold or supplied Restricted Goods or  Restricted Services during the Relevant Period;  5.1.3 “Prospective Customer” means any person, firm, company, business entity or other  organization whatsoever with which the Company or any Group Company had discussions  during the Relevant Period regarding the possible distribution, sale or supply of Restricted Goods  or Restricted Services;  5.1.4 “Relevant Period” means the period of twelve (12) months immediately preceding the start of  the Restricted Period;  5.1.5 “Restricted Area” means Spain and any other country in the world where the Employer or any  Group Company is providing or supplying, or is planning to provide or supply, any Restricted  Goods or Restricted Services and in or for which, during the course of the Grantee’s  employment, the Grantee, or any employee under the Grantee’s direct supervision, performed  material duties for the Company or relevant Group Company;  5.1.6 “Restricted Goods or Restricted Services” means:  5.1.6.1 any products and services provided by the Company or any Group Company as at the  Termination Date or which the Company or any Group Company has planned to start providing  within six (6) months of the Termination Date including, without limitation: (i) the business of  developing, managing, operating, marketing, processing, financing, or otherwise being involved  in providing any products or services relating to transaction or payment processing, including  those for the benefit of fleets; travel; healthcare; education; payroll; or, benefits 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 to the best of his/her knowledge  contemplated to be sold by the Company 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  researched, developed, manufactured, distributed or sold by the Company or any Group  Company; and  5.1.6.2 with which the Grantee duties were materially concerned or for which the Grantee, or any  employee who was under the Grantee’s direct or indirect supervision, were responsible during  the Relevant Period,  5.1.6.3 or any products or services of the same type or materially similar to such products or services;  5.1.7 “Restricted Period” means a period of twelve (12) months following the earlier of (i) the  Termination Date except in the event of Retirement; (ii) such date on which the Grantee cease  providing services to the Company for any reason other than Retirement; or (iii) in the event of  termination due to Retirement, the Vesting Date, and limited to twenty-four (24) months after  termination of employment;  5.1.8 “Termination Date” means the date upon which the Grantee’s employment with the Company  terminates for whatever reason and howsoever arising, whether lawfully or unlawfully. 5.2 Non-Competition and Non-Solicitation.   5.2.1 In order to protect the Confidential and Proprietary Information, and business/customer   connections and workforce stability of the Company and any Group Company, and the Grantee’s  





 






ACTIVEUS 192813907v.17 access and exposure to Confidential and Proprietary Information provided to the Grantee, the  Grantee agrees that during the appointment, during any period between Retirement and the  Vesting Date (if applicable)  and during the Restricted Period, without the Company’s consent,  the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other  person, entity or organization other than the Company and any Group Company, (and whether as  an employee, employer, consultant, agent, principal, partner, corporate officer, board member,  director, service provider or in any other individual or representative capacity whatsoever),  directly or indirectly: 5.2.1.1 In competition with the Company and/or any Group Company, contact, call on, provide advice  to, solicit, take away business, divert business, and/or influence or attempt to influence, any  Customer, or Prospective Customers of the Company or any Group Company in respect of  Restricted Goods or Restricted Services; 5.2.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the  Company or any Group Company; or hire or employ, or assist in the hiring or employment of,  either directly or indirectly, any Critical Employee in the business of researching into,  developing or otherwise dealing with Restricted Goods or Restricted Services; and/or 5.2.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly  (whether for compensation or otherwise,), manage, operate, or control, or join or participate in  the management, operation or control of any business which provides or supplies Restricted  Goods or Restricted Services within the Restricted Area (or is intending to do so within the  Restricted Period) if the business: a. is in competition with the Company and/or any Group Company with respect to  Restricted Goods or Restricted Services; or  b. is intending to compete with the Company and/or any Group Company with respect to  Restricted Goods or Restricted Services within the Restricted Period,  For the purposes of this restriction, acts done by the Grantee outside the Restricted Area  shall nonetheless be deemed to be done within the Restricted Area where their primary  purpose is to distribute, sell, supply or otherwise deal with Restricted Goods or Restricted  Services in the Restricted Area. 5.2.2 As compensation for the non-competition restrictions set out in Sub-paragraph 5.2.1 above  imposed after the termination of employment, as described above, the Company agrees to pay  the Grantee an amount equivalent to forty percent (40%) of the Grantee’s last annual fix  monetary salary (pro-rated to the Restricted Period (the “Restriction Payment”), payable in  equal monthly instalments in arrears (for each month of the Restricted Period). In the event that  the Grantee breaches his/her obligations under Sub-paragraph 5.2.1, the Company shall  immediately stop making payments. In the event of breach of the non-competition restrictions set  out above, the Grantee shall reimburse the Restriction Payment, with delayed interests, in  addition to compensation for damages caused to the Company and any Group Company together  with all costs reasonably incurred by the Company in recovering the Restriction Payment and/or  in relation to such claim or proceedings, including legal fees, and shall pay to the Company a  penalty equal to the Restriction Payment. 5.2.3 Subject to the reporting of possible violations of the securities laws to the Spanish supervisory  authority, the Financial Services and Markets Authority (FSMA), and except in the proper course  of the Grantee’s duties to the Company in the ordinary course of business or as otherwise  explicitly directed in writing by an officer of the Company, directly or through others, the  Grantee agrees, during employment, any period between Retirement and the Vesting Date and  





 






ACTIVEUS 192813907v.17 during the Restricted Period,  to keep confidential and not: (a) provide any confidential  information, including any information derived from the Grantee’s experience with the  Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has reason  to believe may be an investor or prospective investor in the Company, (iii) a member of the  media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against  the Company, (vi) any other person seeking information regarding the Company (including,  without limitation, information with respect to its business, executives, directors, balance sheet,  history, prospects or opportunities) or seeking to change or influence the control of the  Company, or (vii) any person acting on behalf of any of the foregoing (any such person  described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any  statements that disparage, or could otherwise cause harm to, the business or reputation of the  Company and/or any current or former officer, director or employee of the Company; (c) join a  “group” or become a “participant” in a solicitation with respect to the Company (other than a  solicitation by the Board of Directors), as those terms are defined in applicable securities laws;  and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in  (i) asserting, prosecuting or defending any claim, action or proceeding against the Company, (ii)  undertaking a proxy contest, withhold campaign or other shareholder activism campaign or  proxy solicitation against the Company, (iii) proposing to acquire the Company or any of its  assets or subsidiaries or (iv) making any other demands of the Company.  If the Grantee is  contacted by any Potential Adverse Party, the Grantee shall promptly provide written notice  thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company  with any such Potential Adverse Party without prior written approval from the CLO. 5.2.4 The Company has previously entered into agreements with certain executives and employees that  contain restrictive covenants (“Restrictions”).  For the avoidance of doubt, if the Grantee is a  party to an employment or other agreement containing Restrictions on (a) confidentiality, (b)  solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons  of the Company and any Group Company, (c) solicitation or hire of Company and any Group  Company employees, and/or (d) competition (collectively, “Existing Restrictions”), any such  Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing  Restrictions and the amount to be paid to the Grantee in consideration for the post-termination  non-competition obligations shall be the highest of both considerations, but not the addition of  both consideration.  To the extent the restrictions contained in this Agreement conflict in any  way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the  restrictions in this Agreement. If after the date of this Agreement the Grantee subsequently  agrees to enter into an agreement containing restrictive covenants (“Subsequent Restrictions”),  to the extent that the restrictions contained in this Agreement conflict in any way with any  Subsequent Restrictions, such conflict shall be resolved by giving effect to the Subsequent  Restrictions.  5.2.5 The Grantee hereby agrees that the Grantee will at the request and cost of the Company enter  into a direct agreement or undertaking with any Group Company whereby the Grantee will  accept restrictions and provisions corresponding to the restrictions and provisions in this  Agreement (or such of them as may be appropriate in the circumstances) in relation to such  activities and such area and for such a period as such Group Company may reasonably require  for the protection of its legitimate business interests. 5.2.6 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”),  this Agreement shall with effect from that transfer of employment apply to the Grantee as if  references to the Company included the Transferee and references to any Group Company were  





 






ACTIVEUS 192813907v.17 construed accordingly, and as if the references to defined terms in respect of the Company and  any Group Company including but not limited to "Customer", "Prospective Customer" and  "Critical Employee", applied to the customers, prospective customers and critical employees of  the Transferee and their respective Group Companies. The Grantee agrees to execute any such  documents as may be required to effectuate said benefit. 5.2.7 Each of the restrictions contained in this Paragraph 5.2, each definition set out in Paragraph 5.1,  each limb of such definition and each operative word within each Sub-paragraph or definition is  intended to be an entirely separate, severable and independent restriction, notwithstanding that  they are combined together for the sake of brevity, and the Grantee agrees not to advance any  argument to the contrary. In the event that any of the restrictions shall be held to be void or  ineffective but would be valid and effective if some part of the wording thereof were deleted  such restriction shall apply with such modification as may be necessary to make it valid and  effective. If such a deletion applies to a definition, such deletion shall not apply to any other  restriction, so that each definition is deemed to be repeated each time it is used. 5.2.8 The Grantee agrees, during the period of twelve (12) months immediately following the  termination of the Grantee’s employment with the Company for any reason, to disclose to the  Company, in writing, any person or entity with whom the Grantee becomes employed,  contracted to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job  title, and a complete description of the Grantee’s duties. The Grantee agrees to make such  disclosure to the Company no later than the date on which the Grantee accepts or otherwise  agrees to become employed by, contracted to, or otherwise affiliated with such person or entity. 5.2.9 While the Grantee is employed with the Company and for a period of at least twelve (12) months  thereafter, the Grantee will provide any person or entity that the Grantee seeks an offer of  employment or other engagement or retention from notice of the existence of this Agreement and  the terms of Paragraphs 4 and 5 before requesting or accepting such an offer.   If the Grantee  fails to provide such notice, the Grantee understands that the Grantee may be held liable for any  consequential damages resulting from such failure.  The Grantee agrees that the Company may  send a copy of this Agreement to, or otherwise make the provisions of Paragraphs 4 or 5 of this  Agreement known to, any of the Grantee’s potential and future employers or other entity  considering engaging the Grantee or which has engaged or employed the Grantee.  The Grantee  agrees not to assert any claim that such conduct by the Company is legally actionable  interference or otherwise impermissible regardless of whether or not the provisions of  Paragraphs 4 or 5 are later found to be enforceable in whole or in part. 5.2.10 Upon termination of the Grantee’s employment, the Grantee shall promptly sign and deliver the  Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company as  a reminder and ratification of the Grantee undertaking to comply with the Grantee obligations  under this agreement. 5.2.11 The Grantee acknowledges that the period of time, geographical scope, activity and subject of  the above-noted restrictive covenants imposed by this Agreement are fair, reasonable and  necessary under the circumstances and are reasonably required for the protection of the  Company and any Group Company. Language: 16. Language. The Grantee warrants and represents that he/she is fluent in English and fully  and unmistakably understands the terms and conditions of this Agreement and has been given the  opportunity to seek assistance in translation. If the Grantee has received this Agreement or any other  





 






ACTIVEUS 192813907v.17 document related to the Plan translated into a language other than English and if the meaning of the  translated version differs from the English version, the English version shall control. Imposition of Other Requirements: 17. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance 18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. Data Privacy: 19. Data Privacy. (a) The Company, in its capacity as Controller, grants Awards under the Plan to employees  of the Company and its subsidiaries in its sole discretion. In conjunction with the Company’s grant of  the Award under the Plan and its ongoing administration of such awards, the Company collects, uses  and otherwise processes (“Process (es)(ing)”) the Grantee’s personal data (“Personal Data”), including  the Grantee’s name, home address, email address, and telephone number, date of birth, social  insurance number or other identification number, salary, citizenship, job title, any shares of Common  Stock or directorships held in the Company, and details of all Awards or any other equity  compensation awards granted, canceled, exercised, vested, or outstanding in the Grantee’s favor,  which the Company receives from the Grantee or the Employer. (b) Data Collection, Processing and Usage. In granting the Award under the Plan, the  Company will Process the Grantee’s Personal Data for purposes of allocating shares of Common  Stock and implementing, administering and managing the Plan. The Company’s legal basis, where  required, for the Processing of the Grantee’s Personal Data is the necessity for the Company to (i)  perform its contractual obligations under this Agreement, (ii) comply with legal obligations  established in the European Union, European Economic Area, and the United Kingdom (“EEA+”),  and/or (iii) pursue the legitimate interest of complying with legal obligations established outside of the  EEA+. (c) Stock Plan Administration Service Provider. The Company transfers the Grantee’s  Personal Data to Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates, independent  service providers based in the United States, which assist the Company with the implementation,  administration and management of the Plan (the “Service Provider”). In the future, the Company may  select a different Service Provider and share the Grantee’s Personal Data with another company that  serves in a similar manner. The Service Provider will open an account for the Grantee to receive and  trade shares of Common Stock acquired under the Plan. The Grantee will be asked to agree on  separate terms and data processing practices with the Service Provider, which is a condition to the  Grantee’s ability to participate in the Plan. (d) International Data Transfers. The Company and the Service Provider are based in the  United States. The Grantee should note that the Grantee’s country of residence may have enacted data  privacy laws that are different from the United States. In order to protect the Grantee’s privacy, where  





 






ACTIVEUS 192813907v.17 Personal Data are transferred by or on behalf of the Company to other countries or organizations that  have not been recognized as providing regulatory protection similar to the Grantee’s country, the  Company contractually obliges its international entities, affiliates and service providers to comply with  the applicable data protection laws and principles through standard clauses that have been approved or  recognized by the relevant regulators. The Company also relies on the Grantee’s consent per this  Agreement as the legal basis for the transfer of the Grantee’s Personal Data to the United States is the  Grantee’s consent. (e) Voluntariness and Consequences of Failure to Perform Under the Agreement, Consent  Denial or Consent Withdrawal. The Grantee’s participation in the Plan and his or her performance  under this Agreement, including agreeing to the Processing of the necessary Personal Data is purely  voluntary. The Grantee may end his or her participation in the Plan, terminate this Agreement or deny  or withdraw his or her consent to the transfer of his or her Personal Data at any time. If the Grantee  does not consent, or if the Grantee later withdraws his or her consent, the Grantee may be unable to  participate in the Plan. This will not affect the Grantee’s existing employment or salary; instead, the  Grantee merely may forfeit the opportunities associated with the Plan. (f) Data Subjects Rights. The Grantee may have a number of rights under the data privacy  laws in the Grantee’s country of residence. For example, the Grantee’s rights may include the right to  (i) request access or copies of Personal Data the Company Processes, (ii) request rectification of  incorrect Personal Data, (iii) request deletion of Personal Data, (iv) place restrictions on Processing,  (v) lodge complaints with competent privacy or data protection authorities in the Grantee’s country of  residence, and/or (vi) request a list with the names and addresses of any potential recipients of the  Grantee’s Personal Data. To receive clarification regarding the Grantee’s rights or to exercise his or  her rights, the Grantee should refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/ and contact his or her local human resources  department. (g) Personal Data Retention. The Company and its Service Provider will retain the Grantee’s  Personal Data no longer than necessary for the purpose for which it was processed for the duration of  this Agreement, unless a longer period is required to comply with applicable laws. Retention periods  may vary depending on i) purpose for which the Personal Data was collected and used, which may  differ depending on the nature of the Personal Data and the activities involved, ii) the length of the  Grantee’s participation in the Plan, or iii) whether there are legal obligations to which either the  Company or the Grantee are subject.    (h)  For more information on how the Company processes the Grantee’s Personal Data, please  refer to the relevant privacy policy available at https://www.wexinc.com/workday/legal-notices/. Additional Acknowledgements and Authorizations: 20. Additional Acknowledgements and Authorizations By accepting the Award, the Grantee consents to participation in the Plan and acknowledges that the  Grantee has received a copy of the Plan. The Grantee understands that the Company has unilaterally, gratuitously, and in its sole discretion  decided to grant the Award under the Plan to employees of the Company and its subsidiaries.  The  decision is a limited decision that is entered into upon the express assumption and condition that any  grant will not bind the Company or any subsidiary, other than to the extent set forth in this Agreement.   Consequently, the Grantee understands that the Award is granted on the assumption and condition that  the Award and any shares acquired at vesting of the Award are not part of any employment or service  contract (either with the Company or any subsidiary), and shall not be considered a mandatory benefit,  salary for any purposes (including severance compensation), or any other right whatsoever.  In  





 






ACTIVEUS 192813907v.17 United Kingdom addition, the Grantee understands that this grant would not be made but for the assumptions and  conditions referred to above; thus, the Grantee acknowledges and freely accepts that, should any or all  of the assumptions be mistaken or should any of the conditions not be met for any reason, then any  grant of or right to the Award shall be null and void. Further, the Grantee understands that he or she will not be entitled to continue vesting in any Award  upon cessation of the Grantee’s employment or service, except as otherwise provided in this  Agreement.  This will be the case, for example, even in the event of a termination of the Grantee’s  employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged  to be with cause, disciplinary dismissal adjusted or recognized to be without cause (“improcedente”),  individual or collective dismissal or objective grounds, whether adjudged or recognized to be without  cause, material modification of the terms of employment under Article 41 of the Workers’ Statute,  relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral  withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.  The Grantee  acknowledges that the Grantee has read and specifically accepts the vesting and termination conditions  in the Agreement. The Grantee further acknowledges that: (a) the future value of the shares of Common Stock underlying the Award is unknown,  indeterminable and cannot be predicted with certainty; (b) neither the Company, the Employer, nor any other subsidiary shall be liable for any foreign  exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may  affect the value of the Award, any payment made pursuant to the Award, or the subsequent sale of any  shares of Common Stock acquired under the Plan; and (c) the Company is not providing any tax, legal or financial advice, nor is the Company making  any recommendations regarding participation in the Plan or the acquisition or sale of the shares of  Common Stock. The Grantee should consult with his or her personal tax, legal and financial advisors  regarding participation in the Plan before taking any action related to the Plan. The Grantee is employed either by WEX Europe Limited, a wholly-owned subsidiary of the Company,  WEX Europe UK Limited, a wholly-owned subsidiary of the Company or WEX Europe Services  Limited, a wholly-owned subsidiary of the Company (each a “Group Company” and collectively, with  all other subsidiaries of the Company, the “Group Companies”); (each, respectively, the “Employer”). "Eligible employees" for the purposes of Performance-Based Restricted Stock Unit Awards made to  participants resident in the United Kingdom shall include employees and executive directors only of the  Employer. Confidential and Proprietary Information: The following provisions replace Paragraph 4 of the Agreement in its entirety: 4. Confidential Information.   4.1. The Grantee acknowledges that in connection with his/her employment with the Employer, the  Grantee has and will continue to have access to, obtain, and become aware of the Employer’s  trade secrets and/or Confidential Information (as defined below) of a nature not generally  





 






ACTIVEUS 192813907v.17 disclosed to the public, such that Grantee will be placed in a position whereby the Grantee may  cause commercial and irreparable damage to the legitimate business interests of the Employer  and/or any Group Company by using or disclosing Employer’s trade secrets and/or such  Confidential Information.  4.2. In order to protect the legitimate business interests of the Employer and/or any Group Company,  the Grantee agrees that during employment and after the Termination Date (without limitation in  time), and without prejudice to the Grantee’s common law duties, the Grantee shall keep  confidential and not directly or indirectly:  4.2.1. make any disclosure to any other person, company or organisation whatsoever; and/or 4.2.2. for the Grantee’s own benefit or for the benefit of any other person, company or  organisation whatsoever, make use of any trade secrets or Confidential Information that has  or will come to the Grantee’s knowledge during his/her employment, or that has been or  will be given to the Grantee in confidence by the Employer and/or any Group Company, or  which the Grantee as a person of honesty and reasonable intelligence should reasonably  treat as confidential, whether or not the same is specifically marked as confidential and  whether provided orally, in writing or on electronic media, or memorized by the Grantee,  except in the proper course of the Grantee’s duties to the Employer and/or any Group  Company, as required by law or as authorised by the Board of Directors.  4.3.The term “Confidential Information” includes but is not limited to: 4.3.1.  financial information relating to the Employer and any Group Company including (but  not limited to) management accounts, sales forecasts, dividend forecasts, profit and loss  accounts and balance sheets, draft accounts, results, order schedules, profit margins, pricing  strategies, and other information regarding the performance or future performance of the  Employer or any Group Company; 4.3.2. client or customer lists and contact lists, details of the terms of business with, the fees and  commissions charged to or by and the requirements of customers or clients, prospective  customers or clients of, buyers from and suppliers to the Employer or any Group Company,  price lists, discount structures, pricing statistics, market research reports, renewal dates and  any customer or prospective customer complaints; 4.3.3. any information relating to expansion plans, maturing business opportunities, business  strategy, marketing plans, and presentations, tenders, projects, joint ventures or acquisitions  and developments contemplated, offered, or undertaken by the Employer or any Group  Company; 4.3.4. details of the employees, officers, and workers of and consultants to the Employer or any  Group Company, their job skills and capabilities and the remuneration and other benefits  paid to them;  4.3.5. copies or details of, and information relating to, know-how, research activities,  inventions, creative briefs, ideas, computer programs (whether in source code or object  code), secret processes, designs and formulae, or other intellectual property undertaken,  commissioned, or produced by or on behalf of the Employer or any Group Company; 4.3.6. confidential reports or research commissioned by or provided to the Employer or any  Group Company and any trade secrets and confidential transactions of the Employer or any  Group Company;   4.3.7. details of any marketing, development, pre-selling or other exploitation of any  intellectual property, or other rights of the Employer or any Group Company, any proposed  





 






ACTIVEUS 192813907v.17 options or agreements to purchase, license, or otherwise exploit any intellectual property of  the Employer or any Group Company, any intellectual property which is under  consideration for development by the Employer or any Group Company, any advertising,  marketing, or promotional campaign which the Employer or any Group Company is to  conduct;   4.3.8. any information which the Grantee ought reasonably to know is confidential and any  information which has been given to the Employer or any Group Company in confidence  by any third party; and 4.3.9. any compilation of information which in its individual parts may not be Confidential  Information but which derives its commercial value and its confidential nature from its  aggregation. 4.4.  No trade secrets and/or Confidential Information may be reproduced (except in the proper  exercise of the Grantee’s duties to the Employer or any Group Company), memorised, or given  to the press or any publication whatsoever or in the form of a paper to a professional body  without the prior written consent of the Employer. 4.5. The Grantee shall on the date upon which the Grantee’s employment with the Employer  terminates for whatever reason and howsoever arising, whether lawfully or unlawfully, return to  the Employer any records in any form of trade secrets and/or Confidential Information acquired  or received by the Grantee during the course of his/her employment and shall not retain any  copy or summary of the same. 4.6. The restrictions in Sub-paragraphs 4.2 and 4.4 will not apply to any information which the  Grantee can demonstrate: (i) was known to the Grantee prior to the commencement of the  Grantee’s employment by the Employer; or (ii) is in the public domain, other than by way of  unauthorised disclosure (whether by the Grantee or any other person). 4.7. This Agreement shall not prevent the Grantee from:  4.7.1. reporting misconduct, or a serious breach of applicable regulatory requirements to a law  enforcement agency or anybody responsible for supervising or regulating the matters in  question; or 4.7.2. disclosing any information which the Grantee is entitled to disclose under the Public  Interest Disclosure Act 1998 provided that such disclosure is in accordance with that Act  and in accordance with the Employer’s Whistleblowing Policy; or 4.7.3. disclosing Confidential Information or other information where it is required to be  disclosed by judicial, administrative, governmental or regulatory process in connection with  any action, suit, proceeding or claim or otherwise by applicable law; or 4.7.4. making a disclosure to regulated health and legal professionals who owe the Grantee a  duty of confidentiality; or 4.7.5. co-operating with a criminal investigation or prosecution.  Non-Solicitation and Non-Competition: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5A. Definitions.   The following definitions apply to the Sub-paragraph in 5B below:  5A.1.  “Critical Employee” means any person at a manager level or above: 





 






ACTIVEUS 192813907v.17 5A.1.1.  who is employed or engaged by or seconded or assigned to the Employer or any  Group Company during the Restricted Period; and 5A.1.2.  for whom, during the Relevant Period: 5A.1.2.1.  the Grantee has had direct or indirect managerial responsibility; or 5A.1.2.2.  with whom the Grantee had material contact or dealings; and  5A.1.3 who, during the Relevant Period: 5A.1.3.1.  had material contact with Customers or Prospective Customers in  performing his/her duties of employment with the Employer or any  Group Company; and/or 5A.1.3.2.  is in possession of Confidential Information about Customers or  Prospective Customers; 5A.2.  “Customer” means any person, firm, company, business entity or other organization  whatsoever to which the Employer or any Group Company distributed, sold or supplied  Restricted Goods or Restricted Services during the Relevant Period and with which, during  that period: 5A.2.1.  the Grantee, or 5A.2.2.  any employee under the Grantee’s direct or indirect supervision, had material  dealings in the course of employment with the Employer or any Group Company,  or about whom the Grantee was in possession of Confidential Information, but  always excluding therefrom any subsidiary, division, branch or office of such  person, firm, company or other organisation whatsoever with which the Grantee  and/or any such employee had no dealings during that period; 5A.3.  “Permitted Investment” means holding an investment by way of shares or other securities of  not more than five percent (5%) of the total issued share capital of any company, whether or  not it is listed or dealt in on a recognised stock exchange. 5A.4. “Potential Adverse Party” means (i) any competitor of the Company, (ii) any person the  Grantee knows or has reason to believe may be an investor or prospective investor in the  Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v) any  litigant or potential litigant against the Company, (vi) any other person seeking information  regarding the Company (including, without limitation, information with respect to its  business, executives, directors, balance sheet, history, prospects or opportunities) or seeking  to change or influence the control of the Company, or (v) any person acting on behalf of any  of the foregoing.  5A.5. “Prospective Customer” means any person, firm, company or other organisation  whatsoever with which the Employer or any Group Company had discussions during the  Relevant Period regarding the possible distribution, sale or supply of Restricted Goods or  Restricted Services and with which, during such period: 5A.5.1.  the Grantee, or 5A.5.2.  any employee who was under the Grantee’s direct or indirect supervision, had  material dealings in the course of employment by the Employer or any Group  Company, or about which the Grantee was in possession of Confidential  Information, but always excluding therefrom any subsidiary, division, branch or  office of that person, firm, company or other organisation with which the Grantee  and/or any such employee had no dealings during that period; 





 






ACTIVEUS 192813907v.17 5A.6.  “Relevant Period” means the period of twelve (12) months immediately preceding the start  of the Restricted Period; 5A.7.  “Restricted Area” means (i) the United Kingdom; (ii) any country within the European  Union or EEA; and (iii) any other country in the world where the Employer or any Group  Company is providing or supplying, or is planning to provide or supply, any Restricted  Goods or Restricted Services and in or for which, during the Relevant Period: 5A.7.1.  the Grantee, or 5A.7.2.  any employee under the Grantee’s direct supervision, performed material duties for  the Employer or relevant Group Company;  5A.8.  “Restricted Goods or Restricted Services” means any products and services: 5A.8.1.  (a) provided by the Employer or any Group Company as at the Termination Date or  which the Employer or any Group Company has planned to start providing within  six (6) months of the Termination Date including, without limitation: (i) the  business of developing, managing, operating, marketing, processing, financing, or  otherwise being involved in providing any products or services relating to  transaction or payment processing, including those for the benefit of fleets; travel;  healthcare; education; payroll; or, benefits 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; and (iii) the business of developing, managing, operating, marketing,  processing, financing, or otherwise being involved in providing commercial travel,  entertainment and purchasing credit cards; and/or (b) any products or services of the  same type or materially similar to such products or services; and 5A.8.2.  with which the Grantee’s duties were materially concerned or for which the Grantee,  or any employee who was under the Grantee’s direct or indirect supervision, was  responsible during the Relevant Period. 5A.9.  “Restricted Period” means the period commencing on the earlier of (i) the Termination  Date; (ii) the date when the Grantee commences Garden Leave; or (iii) such date on which  the Grantee ceases providing services to the Employer, and continuing for twelve (12)  months in respect of the Non-Solicitation of Customers, Prospective Customers and Critical  Employees in Sub-paragraphs 5B.1.1 and 5B.1.2, six (6) months in respect of the Non- Competition restriction in Sub-paragraph 5B.1.3, and twelve (12) months in respect of the  Potential Adverse Party and Non-Disparagement in Sub-paragraph 5.C.  5A.10.  “Termination Date” means the date upon which the Grantee’s employment with the  Employer terminates for whatever reason and howsoever arising, whether lawfully or  unlawfully. 5B. Non-Solicitation and Non-Competition.    5B.1.  The Grantee agrees that, in order to protect the Confidential Information, business/customer   connections and workforce stability of the Employer and any Group Company, during his/her  employment with the Employer, and during the Restricted Period, he/she shall not without  the Employer’s consent, whether on his/her own behalf or in conjunction with any person,  firm, company, business entity or other organisation whatsoever, (and whether as an  employee, employer, consultant, agent, principal, partner corporate officer, board member,  director, or in any other individual or representative capacity whatsoever), directly or  indirectly: 





 






ACTIVEUS 192813907v.17 5B.1.1.   in competition with the Employer and/or any Group Company within the Restricted  Area, contact, call on, provide advice to, solicit, take away, or divert, and/or  influence or attempt to influence any Customer or Prospective Customer of the  Employer or any Group Company in respect of Restricted Goods or Restricted  Services;  5B.1.2.  solicit or induce, either directly or indirectly, any Critical Employee to leave the  employ of the Employer or any Group Company; or within the Restricted Area hire  or employ, or assist in the hire or employment of, either directly or indirectly, any  Critical Employee in the business of researching into, developing or otherwise  dealing with Restricted Goods or Restricted Services; 5B.1.3.    (i) be employed by; or (ii) be engaged in; or (iii) be materially interested in; or          (iv) render services to, any business which provides or supplies Restricted Goods or  Restricted Services within the Restricted Area, if: (a) the business  is in competition with the Employer and/or any Group Company with  respect to Restricted Goods or Restricted Services; or     is intending to compete with the Employer and/or any Group Company  with respect to Restricted Goods or Restricted Services within the  Restricted Period; or  (b) it is likely to result in the intentional or unintentional disclosure or use of  Confidential Information by the Grantee in order for the Grantee to properly  discharge his/her duties or to further the Grantee’s interest in that business.  5C. Potential Adverse Party and Non-Disparagement 5C.1 Subject to Sub-paragraph 4.7 above, and except in the proper course of the Grantee’s duties  to the Employer in the ordinary course of business or as otherwise explicitly directed in  writing by an officer of the Employer or the Company, the Grantee shall not during his/her  employment with Employer and during the Restricted Period, directly or through others:  5C.1.1 provide to a Potential Adverse Party any (i) Confidential Information, or (ii) any  information derived from the Grantee’s experience with the Employer or any Group  Company;  5C.1.2 make, publicly or privately, any statements that disparage, or could otherwise cause  harm to, the business or reputation of the Employer or any Group Company and/or  any current or former officer, director or employee of the Employer;  5C.1.3 join a “group” or become a “participant” in a solicitation with respect to the Company  (other than a solicitation by the Board of Directors), as those terms are defined in  applicable securities laws; or 5C.1.4 aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party  in: (i) asserting, prosecuting or defending any claim, action or proceeding against the  





 






ACTIVEUS 192813907v.17 Employer or the Company; (ii) undertaking a proxy contest, withhold campaign or  other shareholder activism campaign or proxy solicitation against the Company; or  (iii) proposing to acquire the Employer, or the Company or any of its assets or  subsidiaries.  5C.1.5 If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly  provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”),  and shall not discuss the Employer, the Company or any Group Company with any  such Potential Adverse Party without prior written approval from the CLO. 5D.  For the purposes of this Paragraph 5, acts done by the Grantee outside the Restricted Area  shall nonetheless be deemed to be done within the Restricted Area where their primary  purpose is to distribute, sell, supply or otherwise deal with Restricted Goods or Restricted  Services in the Restricted Area.  The restrictions imposed in Sub-paragraphs 5B and 5C of  this Agreement apply to the Grantee acting: (i) directly or indirectly; and (ii) on the Grantee’s own behalf or on behalf of, or in conjunction with, any firm,  company or person. 5E. This Paragraph 5 shall not prevent the Grantee from: 5E.1. holding a Permitted Investment; or 5E.2. being engaged in or rendering services to, any business concern during the  Restricted Period, provided that the Grantee’s duties or work shall  5E.2.1. relate solely to services or activities of a kind with which the Grantee (or  an employee under the Grantee’s direct supervision) was not concerned to a material  extent during the Relevant Period; and 5E.2.2. there is no risk of conscious or subconscious direct or indirect  transmission of Confidential Information or trade secrets.  5F.  The Employer has previously entered into agreements with certain executives and employees  that contain restrictive covenants (“Restrictions”).  For the avoidance of doubt, if the Grantee  is party to an employment or other agreement containing Restrictions on (a) confidentiality,  (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or  patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d)  competition (collectively, “Existing Restrictions”), any such Existing Restrictions will  remain in effect and the Grantee shall remain bound by such Existing Restrictions.  To the  extent the restrictions contained in Paragraphs 4 or 5 of this Agreement conflict in any way  with any Existing Restriction(s), such conflict shall be resolved by giving effect first to the  enforceable restrictions in this Agreement.  5G.   The Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a  direct agreement or undertaking with any Group Company whereby he/she will accept  restrictions and provisions corresponding to the restrictions and provisions in Paragraphs 4  and 5 (or such of them as may be appropriate in the circumstances) in relation to such  activities and such area and for such a period as such Group Company may reasonably  require for the protection of its legitimate business interests. 5H.  If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”),  Paragraphs 4 and 5 shall with effect from that transfer of employment apply to the Grantee as  if references to the Employer included the Transferee and references to any Group Company  





 






ACTIVEUS 192813907v.17 were construed accordingly, and as if the references to defined terms in respect of the  Employer and any Group Company including but not limited to "Customer", "Prospective  Customer" and "Critical Employee", applied to the customers, prospective customers and  critical employees of the Transferee and their respective Group Companies.  The Grantee  agrees to execute any such documents as may be required to effectuate said benefit. 5I.  Each of the restrictions contained in this Paragraph 5, each definition set out in Sub-paragraph  5A, each limb of such definition and each operative word within each Sub-paragraph or  definition is intended to be an entirely separate, severable and independent restriction,  notwithstanding that they are combined together for the sake of brevity, and the Grantee  agrees not to advance any argument to the contrary.  In the event that any of the restrictions  shall be held to be void or ineffective but would be valid and effective if some part of the  wording thereof were deleted such restriction shall apply with such modification as may be  necessary to make it valid and effective. If such a deletion applies to a definition, such  deletion shall not apply to any other restriction, so that each definition is deemed to be  repeated each time it is used. 5J.  The Grantee warrants that s/he will provide a copy of this Agreement to any employer or other  person to whom or with whom the Grantee is intending to provide services or enter into  employment within the Restricted Period, and that the Grantee will do so before entering into  any contractually binding agreement to perform such services or enter into employment. 5K.  Immediately after agreeing to provide services to or enter into employment with any third party  during the Restricted Period, the Grantee will notify the Employer of the identity of that third  party. 5L.   Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her  employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post  Termination in a form reasonably satisfactory to the Employer. 5M.  The Grantee agrees and acknowledges that the period of time, geographical scope, activity and  subject of the above-noted restrictive covenants imposed by this Agreement are fair, and  reasonable and necessary under the circumstances and are reasonably required for the  protection of the Employer and Group Company.  No Rights to Continued Employment or Service: The following provisions supplement Paragraph 8 of the Agreement: The grant of Awards under the Plan is made at the discretion of the Company and the Plan may  be suspended or terminated by the Company at any time.  The grant of an Award in one (1) year or at  one time does not in any way entitle the Grantee to an Award in the future.  The Plan is wholly  discretionary and is not to be considered part of the Grantee's normal or expected compensation subject  to severance, resignation, redundancy or similar compensation.   The value of the Award is an  extraordinary item of compensation which is outside the scope of the Grantee's employment contract (if  any). The rights and obligations of the Grantee under the terms of his/her office or employment with his/her  employing entity, any past or present subsidiary, or associated or affiliate company of the Company  shall not be affected by his/her participation in the Plan or the grant of this Award or any right which  he/she may have to participate therein, and the Grantee hereby waives all and any rights to  compensation or damages in consequence of the termination of his/her office or employment with any  such company for any reasons whatsoever (whether lawful or unlawful and including, without prejudice  to the generality of the foregoing, in circumstances giving rise to a claim for wrongful dismissal) insofar  as those rights arise or may arise from his/her ceasing to have rights under the Plan or being entitled to  





 






ACTIVEUS 192813907v.17 this Award as a result of such termination, or from the loss or diminution in value of such rights or  entitlements. Governing Law The following provision replaces Paragraph 9 of the Agreement in its entirety: 9. Governing Law.  Save for taxation and the Paragraphs which have been replaced or  amended for the United Kingdom as set forth herein (Paragraphs 4, 5, 8, 9, 10, 13, 16, 18, 19) which  shall be governed by the laws of England and Wales, 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. Tax Obligations: The following provisions replace Paragraph 10 of the Agreement in its entirety: 10. 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 UK income tax and  employee's primary Class 1 national insurance contribution liabilities (and any other taxes required to be  withheld) payable in connection with the vesting of an 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 Common 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. Further to the above, the Grantee agrees to indemnify and keep indemnified the Company and the  Employer in respect of any income tax liability which falls to be paid to UK HM Revenue & Customs  ("HMRC") by the Company or the Employer under the Income Tax (Earnings & Pensions) Act 2003  ("ITEPA") and the PAYE regulations referred to in it, and any employees' primary Class 1 national  insurance contributions which fall to be paid to HMRC by the Company or the Employer under the  PAYE system as it applies for national insurance purposes under the Social Security Contributions and  Benefits Act 1992 and the regulations referred to in it arising in connection with the grant, vesting or  cancellation of the Award or the acquisition or other dealing in the shares of Common Stock acquired.    If so required by the Company, and if the shares subject to the Award are considered to be "restricted  securities" for the purposes of Part 7, Chapter 2 ITEPA (such determination to be made by the Company  in its absolute discretion), settlement of the Award will be conditional on the Grantee executing a joint  election pursuant to section 431 ITEPA together with the Employer in order to elect that the market  value of the shares subject to the Award be calculated as if such shares were not "restricted securities".    Amendments; Severability: Paragraph 13 Sub-paragraph (b) of the Agreement does not apply. 





 






ACTIVEUS 192813907v.17 Data Privacy: 16. Data Privacy (a) The Company, in its capacity as Controller, grants Awards under the Plan to employees  of the Company and its subsidiaries in its sole discretion. In conjunction with the  Company’s grant of the Award under the Plan and its ongoing administration of such  awards, the Company collects, uses and otherwise processes (“Process (es)(ing)”) the  Grantee’s personal data (“Personal Data”), including the Grantee’s name, home address,  email address, and telephone number, date of birth, social insurance number or other  identification number, salary, citizenship, job title, any shares of Common Stock or  directorships held in the Company, and details of all Awards or any other equity  compensation awards granted, canceled, exercised, vested, or outstanding in the  Grantee’s favor, which the Company receives from the Grantee or the Employer. (b) Data Collection, Processing and Usage.  In granting the Award under the Plan, the  Company will Process the Grantee’s Personal Data for purposes of allocating shares of  Common Stock and implementing, administering and managing the Plan.  The  Company’s legal basis, where required, for the Processing of the Grantee’s Personal Data  is the necessity for the Company to (i) perform its contractual obligations under this  Agreement, (ii) comply with legal obligations established in the European Union,  European Economic Area, and the United Kingdom (“EEA+”), and/or (iii) pursue the  legitimate interest of complying with legal obligations established outside of the EEA+.  (c) Stock Plan Administration Service Provider. The Company transfers the Grantee’s  Personal Data to Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates,  independent service providers based in the United States, which assist the Company with  the implementation, administration and management of the Plan (the “Service Provider”).   In the future, the Company may select a different Service Provider and share the  Grantee’s Personal Data with another company that serves in a similar manner.  The  Service Provider will open an account for the Grantee to receive and trade shares of  Common Stock acquired under the Plan.  The Grantee will be asked to agree on separate  terms and data processing practices with the Service Provider, which is a condition to the  Grantee’s ability to participate in the Plan. (d) International Data Transfers. The Company and the Service Provider are based in the  United States.  The Grantee should note that the Grantee’s country of residence may have  enacted data privacy laws that are different from the United States.  In order to protect the  Grantee’s privacy, where Personal Data are transferred by or on behalf of the Company  to other countries or organizations that have not been recognized as providing regulatory  protection similar to the Grantee’s country, the Company contractually obliges its  international entities, affiliates and service providers to comply with the applicable data  protection laws and principles through standard clauses that have been approved or  recognized by the relevant regulators.  The Company also relies on the Grantee’s consent  per this Agreement as the legal basis for the transfer of the Grantee’s Personal Data to the  United States is the Grantee’s consent. (e) Voluntariness and Consequences of Failure to Perform Under the Agreement, Consent  Denial or Consent Withdrawal.  The Grantee’s participation in the Plan and his or her  performance under this Agreement, including agreeing to the Processing of the  necessary Personal Data is purely voluntary.  The Grantee may end his or her  participation in the Plan, terminate this Agreement or deny or withdraw his or her  consent to the transfer of his or her Personal Data at any time.  If the Grantee does not  





 






ACTIVEUS 192813907v.17 consent, or if the Grantee later withdraws his or her consent, the Grantee may be unable  to participate in the Plan.  This will not affect the Grantee’s existing employment or  salary; instead, the Grantee merely may forfeit the opportunities associated with the  Plan.  (f) Data Subjects Rights. The Grantee may have a number of rights under the data privacy  laws in the Grantee’s country of residence.  For example, the Grantee’s rights may  include the right to (i) request access or copies of Personal Data the Company Processes,  (ii) request rectification of incorrect Personal Data, (iii) request deletion of Personal  Data, (iv) place restrictions on Processing, (v) lodge complaints with competent privacy  or data protection authorities in the Grantee’s country of residence, and/or (vi) request a  list with the names and addresses of any potential recipients of the Grantee’s Personal  Data.  To receive clarification regarding the Grantee’s rights or to exercise his or her  rights, the Grantee should refer to the relevant privacy policy available at  https://www.wexinc.com/workday/legal-notices/ and contact his or her local human  resources department.  (g) Personal Data Retention. The Company and its Service Provider will retain the Grantee’s  Personal Data no longer than necessary for the purpose for which it was processed for the  duration of this Agreement, unless a longer period is required to comply with applicable  laws. Retention periods may vary depending on i) purpose for which the Personal Data  was collected and used, which may differ depending on the nature of the Personal Data  and the activities involved, ii) the length of the Grantee’s participation in the Plan, or iii)  whether there are legal obligations to which either the Company or the Grantee are  subject. (h) For more information on how the Company processes the Grantee’s Personal Data, please  refer to the relevant privacy policy available at https://www.wexinc.com/workday/legal- notices/. Imposition of Other Requirements: 17. Imposition of Other Requirements. The Company reserves the right to impose other  requirements on the Grantee’s participation in the Plan, on the Award and on any shares of Common  Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for  legal or administrative reasons, and to require the Grantee to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing. Electronic Delivery and Acceptance: 18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to  deliver any documents related to current or future participation in the Plan by electronic means. The  Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an online or electronic system established and maintained by the Company or a third  party designated by the Company. Additional Acknowledgements and Authorizations: 19. Additional Acknowledgements and Authorizations. By accepting the Award, the Grantee  acknowledges, understands and agrees that: (a) the future value of the shares of Common Stock underlying the Award is unknown,  indeterminable and cannot be predicted with certainty; 





 






ACTIVEUS 192813907v.17 (b) neither the Company, the Employer, nor any other subsidiary shall be liable for any foreign  exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may  affect the value of the Award, any payment made pursuant to the Award, or the subsequent sale of any shares of Common Stock acquired under the Plan; and (c) the Company is not providing any tax, legal or financial advice, nor is the Company making  any recommendations regarding participation in the Plan or the acquisition or sale of the shares of  Common Stock. The Grantee should consult with his or her personal tax, legal and financial advisors  regarding participation in the Plan before taking any action related to the Plan. United States - Colorado, North Dakota, Nebraska, Oklahoma, Oregon Non-Solicitation: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5. Non-Solicitation. In consideration of the promises contained herein and the Grantee’s  access and exposure to Confidential and Proprietary Information provided to him/her, and other good  and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees  that:  (a) During his/her employment with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any  reason other than Retirement, or (ii) in the event of a termination of employment due to  Retirement, twelve (12) months following the Vesting Date, he/she shall not, on behalf of  the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company, whether as an agent or otherwise, contact, call on,  provide advice to, solicit, take away business, divert business, and/or influence or attempt  to influence, either directly or indirectly, any customers, clients, and/or patrons or  prospective customers, clients and/or patrons of the Company whose entity- or other  customer-specific information the Grantee discovered or gained access to as a result of  the Grantee’s access to Company Confidential and Proprietary Information;  (b) During his/her employment with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any  reason other than Retirement, or (ii) in the event of a termination of employment due to  Retirement, twelve (12) months following the Vesting Date, he/she shall not, on behalf of  the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company, whether as an agent or otherwise, utilize the  Company’s Confidential and Proprietary Information to solicit, take away business,  divert business, and/or influence or attempt to influence, either directly or indirectly, any  customers, clients, and/or patrons or prospective customers, clients and/or patrons of the  Company; (c) During his/her employment with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any  reason other than Retirement, or (ii) in the event of a termination of employment due to  Retirement, twelve (12) months following the Vesting Date, he/she shall not, on behalf of  the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company, whether as an agent or otherwise, solicit or induce,  either directly or indirectly, any employee of the Company to leave the employ of the  





 






ACTIVEUS 192813907v.17 Company or become employed with or otherwise engaged by any person, entity or  organization other than the Company; or take any action to assist any subsequent  employer or any other person, entity or organization, either directly or indirectly, in  soliciting or inducing any Company employee to leave the employ of the Company or  become employed with or otherwise engaged by any person, entity or organization other  than the Company; or hire or employ, or assist in the hiring or employment of, either  directly or indirectly, any individual employed by the Company within sixty (60) days  preceding that individual’s hire by the Grantee or his/her subsequent employer;  (d) During the term of his/her employment with the Company, the Grantee promises and  agrees that he/she will not, in any way, directly or indirectly, either as an employee,  employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate  officer, board member, director, or in any other individual or representative capacity,  engage or attempt to engage in any competitive activity relating to the subject matter of  his/her employment with the Company or relating to the Company’s business; and/or (e) Subject to Sub-paragraph 4(b), and except in the proper course of the Grantee’s duties to  the Company in the ordinary course of business or as otherwise explicitly directed in  writing by an officer of the Company, directly or through others: (a) provide any  confidential information, including any information derived from the Grantee’s  experience with the Company, to (i) any competitor of the Company, (ii) any person the  Grantee knows or has reason to believe may be an investor or prospective investor in the  Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v)  any litigant or potential litigant against the Company, (vi) any other person seeking  information regarding the Company (including, without limitation, information with  respect to its business, executives, directors, balance sheet, history, prospects or  opportunities) or seeking to change or influence the control of the Company, or (vii) any  person acting on behalf of any of the foregoing (any such person described in clauses (i)  to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that  disparage, or could otherwise cause harm to, the business or reputation of the Company  and/or any current or former officer, director or employee of the Company; (c) join a  “group” or become a “participant” in a solicitation with respect to the Company (other  than a solicitation by the Board of Directors), as those terms are defined in applicable  securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any  Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or  proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or  other shareholder activism campaign or proxy solicitation against the Company, (iii)  proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any  other demands of the Company.  If the Grantee is contacted by any Potential Adverse  Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief  Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential  Adverse Party without prior written approval from the CLO. The restrictions in this Paragraph shall not be deemed to prohibit the Grantee from owning not more  than one percent (1%) of the total shares of all classes of stock of any publicly held company.  The  Grantee acknowledges that the Company’s and its subsidiaries’ businesses are conducted internationally  and agrees that the provisions in this Paragraph shall operate in any country in which the Company  conducts business while the Grantee is/was employed by the Company. The Company has previously entered into agreements with certain executives and employees that  contain restrictive covenants (“Restrictions”).  For the avoidance of doubt, if the Grantee is party to an  employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of  





 






ACTIVEUS 192813907v.17 customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c)  solicitation or hire of Company employees, and/or (d) competition (collectively, “Existing  Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound  by such Existing Restrictions.  To the extent the restrictions contained in Paragraphs 4 or 5 of this  Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by  giving effect to the provision that provides the greatest protection to the Company that is enforceable  under applicable law.   The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject  of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and  necessary under the circumstances and are reasonably required for the protection of the Company.  The  Grantee also acknowledges that in the event he/she breaches any part of Paragraphs 4 or 5 of this  Agreement, the damages to the Company would be irreparable.  Therefore, in addition to monetary  damages and/or reasonable attorney fees, the Company shall have the right to seek injunctive and/or  other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants  contained in this Agreement.  Further, the Grantee consents to the issuance of a temporary restraining  order or preliminary injunction to maintain the status quo pending the outcome of any proceeding.  The  Grantee further understands and agrees that if he/she breaches any covenant set forth in Paragraph 5, the  duration of any covenant so breached shall, to the fullest extent permitted by law, automatically be tolled  from the date of the first breach until the date judicial relief providing effective remedy for such breach  or breaches is obtained by the Company, or until the Company states in writing that it will seek no  judicial relief for such breach. If any one or more provisions of Paragraphs 4 or 5 shall for any reason be held to be excessively broad  as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as  to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the  parties expressly agree that any of the provisions of Paragraphs 4 or 5 may be reformed, modified,  revised, edited or blue-penciled to make such provision enforceable, to the fullest extent permitted by  law, and the parties consent to the enforcement of such provision as so reformed, modified, revised,  edited or blue-penciled. The Grantee agrees, during (i) the twelve (12) month period following the termination of his/her  employment with the Company for any reason other than Retirement, or (ii) in the event of a termination  of employment due to Retirement, the twelve (12) month period following the Vesting Date, to disclose  to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted  to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a  complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the  Company no later than the date on which the Grantee accepts or otherwise agrees to become employed  by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is employed with the Company and continuing thereafter until (i) twelve (12) months  following the termination of his/her employment with the Company for any reason other than  Retirement, or (ii) in the event of a termination of employment due to Retirement, twelve (12) months  following the Vesting Date, the Grantee will provide any person or entity that the Grantee seeks an offer  of employment or other engagement or retention from notice of the existence of this Agreement and the  terms of Paragraphs 4 and 5 before requesting or accepting such an offer.  If the Grantee fails to provide  such notice, the Grantee understands that the Grantee may be held liable for any consequential damages  resulting from such failure.  The Grantee agrees that the Company may send a copy of this Agreement  to, or otherwise make the provisions of Paragraphs 4 or 5 of this Agreement known to, any of the  Grantee’s potential and future employers or other entity considering engaging the Grantee or which has  engaged or employed the Grantee.  The Grantee agrees not to assert any claim that such conduct by the  





 






ACTIVEUS 192813907v.17 Company is legally actionable interference or otherwise impermissible regardless of whether or not the  provisions of Paragraphs 4 or 5 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her employment, the  Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form  reasonably satisfactory to the Company. United States - California Only Non-Solicitation: The following provisions replace Paragraph 5 of the Agreement in its entirety: 5. Non-Solicitation. In consideration of the promises contained herein and the Grantee’s  access and exposure to Confidential and Proprietary Information provided to him/her, and  other good and valuable consideration, the receipt and sufficiency of which are  acknowledged, the Grantee agrees that:  (a) During his/her employment with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any  reason other than Retirement, or (ii) in the event of a termination of employment due to  Retirement, twelve (12) months following the Vesting Date, he/she shall not, on behalf of  the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company, whether as an agent or otherwise, contact, call on,  provide advice to, solicit, take away business, divert business, and/or influence or attempt  to influence, either directly or indirectly, any customers, clients, and/or patrons or  prospective customers, clients and/or patrons of the Company whose entity- or other  customer-specific information the Grantee discovered or gained access to as a result of the  Grantee’s access to Company Confidential and Proprietary Information;  (b) During his/her employment with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any  reason other than Retirement, or (ii) in the event of a termination of employment due to  Retirement, twelve (12) months following the Vesting Date, he/she shall not, on behalf of  the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company, whether as an agent or otherwise, utilize the  Company’s Confidential and Proprietary Information to solicit, take away business, divert  business, and/or influence or attempt to influence, either directly or indirectly, any  customers, clients, and/or patrons or prospective customers, clients and/or patrons of the  Company;  (c) During his/her employment with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any  reason other than Retirement, or (ii) in the event of a termination of employment due to  Retirement, twelve (12) months following the Vesting Date, he/she shall not, on behalf of  the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company, whether as an agent or otherwise, utilize the  Company’s Confidential and Proprietary Information to solicit or induce, either directly or  indirectly, any employee of the Company to leave the employ of the Company or become  employed with or otherwise engaged by any person, entity or organization other than the  Company; or utilize the Company’s Confidential and Proprietary Information to assist any  subsequent employer or any other person, entity or organization, either directly or  





 






ACTIVEUS 192813907v.17 indirectly, in soliciting or inducing any Company employee to leave the employ of the  Company or become employed with or otherwise engaged by any person, entity or  organization other than the Company; or utilize the Company’s Confidential and  Proprietary Information to hire or employ, or assist in the hiring or employment of, either  directly or indirectly, any individual employed by the Company within sixty (60) days  preceding that individual’s hire by the Grantee or his/her subsequent employer;  (d) During the term of his/her employment with the Company, the Grantee promises and  agrees that he/she will not, in any way, directly or indirectly, either as an employee,  employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate  officer, board member, director, or in any other individual or representative capacity,  engage or attempt to engage in any competitive activity relating to the subject matter of  his/her employment with the Company or relating to the Company’s business; and/or (e) Subject to Sub-paragraph 4(b), and except in the proper course of the Grantee’s duties to  the Company in the ordinary course of business or as otherwise explicitly directed in  writing by an officer of the Company, directly or through others: (a) provide any  confidential information, including any information derived from the Grantee’s experience  with the Company, to (i) any competitor of the Company, (ii) any person the Grantee  knows or has reason to believe may be an investor or prospective investor in the  Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v)  any litigant or potential litigant against the Company, (vi) any other person seeking  information regarding the Company (including, without limitation, information with  respect to its business, executives, directors, balance sheet, history, prospects or  opportunities) or seeking to change or influence the control of the Company, or (vii) any  person acting on behalf of any of the foregoing (any such person described in clauses (i) to  (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that  disparage, or could otherwise cause harm to, the business or reputation of the Company  and/or any current or former officer, director or employee of the Company; (c) join a  “group” or become a “participant” in a solicitation with respect to the Company (other  than a solicitation by the Board of Directors), as those terms are defined in applicable  securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any  Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or  proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or  other shareholder activism campaign or proxy solicitation against the Company, (iii)  proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any  other demands of the Company.  If the Grantee is contacted by any Potential Adverse  Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief  Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential  Adverse Party without prior written approval from the CLO. The restrictions in this Paragraph shall not be deemed to prohibit the Grantee from owning  not more than one percent (1%) of the total shares of all classes of stock of any publicly  held company. The Grantee acknowledges that the Company’s and its subsidiaries’  businesses are conducted internationally and agrees that the provisions in this Paragraph  shall operate in any country in which the Company conducts business while the Grantee  is/was employed by the Company. The Company has previously entered into agreements with certain executives and  employees that contain restrictive covenants (“Restrictions”).  For the avoidance of doubt,  if the Grantee is party to an employment or other agreement containing Restrictions on (a)  confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective  





 






ACTIVEUS 192813907v.17 customers, clients and/or patrons of the Company, (c) solicitation or hire of Company  employees, and/or (d) competition (collectively, “Existing Restrictions”), any such  Existing Restrictions will remain in effect and the Grantee shall remain bound by such  Existing Restrictions.  To the extent the restrictions contained in Paragraphs 4 or 5 of this  Agreement conflict in any way with any Existing Restriction(s), such conflict shall be  resolved by giving effect to the provision that provides the greatest protection to the  Company that is enforceable under applicable law.   The Grantee agrees and acknowledges that the period of time, geographical scope, activity  and subject of the above-noted restrictive covenants imposed by this Agreement are fair,  and reasonable and necessary under the circumstances and are reasonably required for the  protection of the Company.  The Grantee also acknowledges that in the event he/she  breaches any part of Paragraphs 4 or 5 of this Agreement, the damages to the Company  would be irreparable.  Therefore, in addition to monetary damages and/or reasonable  attorney fees, the Company shall have the right to seek injunctive and/or other equitable  relief in any court of competent jurisdiction to enforce the restrictive covenants contained  in this Agreement.  Further, the Grantee consents to the issuance of a temporary  restraining order or preliminary injunction to maintain the status quo pending the outcome  of any proceeding.  The Grantee further understands and agrees that if he/she breaches any  covenant set forth in Paragraph 5, the duration of any covenant so breached shall, to the  fullest extent permitted by law, automatically be tolled from the date of the first breach  until the date judicial relief providing effective remedy for such breach or breaches is  obtained by the Company, or until the Company states in writing that it will seek no  judicial relief for such breach. If any one or more provisions of Paragraphs 4 or 5 shall for any reason be held to be  excessively broad as to time, geographical scope, activity or subject, it shall be construed,  by limiting and reducing it, so as to be enforceable to the greatest extent compatible with  applicable law as it shall then appear, and the parties expressly agree that any of the  provisions of Paragraphs 4 or 5 may be reformed, modified, revised, edited or blue- penciled to make such provision enforceable, to the fullest extent permitted by law, and  the parties consent to the enforcement of such provision as so reformed, modified, revised,  edited or blue-penciled. The Grantee agrees, during (i) the twelve (12) month period following the termination of his/her  employment with the Company for any reason other than Retirement, or (ii) in the event of a termination  of employment due to Retirement, the twelve (12) month period following the Vesting Date, to disclose  to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted  to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a  complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the  Company no later than the date on which the Grantee accepts or otherwise agrees to become employed  by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is employed with the Company and continuing thereafter until (i) twelve (12)  months  following the termination of his/her employment with the Company for any reason other than  Retirement, or (ii) in the event of a termination of employment due to Retirement, twelve (12) months  following the Vesting Date, the Grantee will provide any person or entity that the Grantee seeks an offer  of employment or other engagement or retention from notice of the existence of this Agreement and the  terms of Paragraphs 4 and 5 before requesting or accepting such an offer.   If the Grantee fails to provide  such notice, the Grantee understands that the Grantee may be held liable for any consequential damages  resulting from such failure.  The Grantee agrees that the Company may send a copy of this Agreement  to, or otherwise make the provisions of Paragraphs 4 or 5 of this Agreement known to, any of the  





 






ACTIVEUS 192813907v.17 Grantee’s potential and future employers or other entity considering engaging the Grantee or which has  engaged or employed the Grantee.  The Grantee agrees not to assert any claim that such conduct by the  Company is legally actionable interference or otherwise impermissible regardless of whether or not the  provisions of Paragraphs 4 or 5 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her employment, the  Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form  reasonably satisfactory to the Company. Governing Law: The following provision replaces Paragraph 9 of the Agreement in its entirety: 9. 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 California, without effect  to the conflicts of laws principles thereof. United States – District of Columbia Only The following provisions replace Paragraph 5 of the Agreement in its entirety: 5. Non-Solicitation. In consideration of the promises contained herein and the Grantee’s access and  exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable  consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that:  (a) During his/her employment with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any  reason other than Retirement, or (ii) in the event of a termination of employment due to  Retirement, twelve (12) months following the Vesting Date, he/she shall not, on behalf of  the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company, whether as an agent or otherwise, contact, call on,  provide advice to, solicit, take away business, divert business, and/or influence or attempt  to influence, either directly or indirectly, any customers, clients, and/or patrons or  prospective customers, clients and/or patrons of the Company whose entity- or other  customer-specific information the Grantee discovered or gained access to as a result of  the Grantee’s access to Company Confidential and Proprietary Information;  (b) During his/her employment with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any  reason other than Retirement, or (ii) in the event of a termination of employment due to  Retirement, twelve (12) months following the Vesting Date, he/she shall not, on behalf of  the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company, whether as an agent or otherwise, utilize the  Company’s Confidential and Proprietary Information to solicit, take away business,  divert business, and/or influence or attempt to influence, either directly or indirectly, any  customers, clients, and/or patrons or prospective customers, clients and/or patrons of the  Company; (c) During his/her employment with the Company and continuing thereafter until (i) twelve  (12) months following the termination of his/her employment with the Company for any  reason other than Retirement, or (ii) in the event of a termination of employment due to  Retirement, twelve (12) months following the Vesting Date, he/she shall not, on behalf of  the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  





 






ACTIVEUS 192813907v.17 organization other than the Company, whether as an agent or otherwise, solicit or induce,  either directly or indirectly, any employee of the Company to leave the employ of the  Company or become employed with or otherwise engaged by any person, entity or  organization other than the Company; or take any action to assist any subsequent  employer or any other person, entity or organization, either directly or indirectly, in  soliciting or inducing any Company employee to leave the employ of the Company or  become employed with or otherwise engaged by any person, entity or organization other  than the Company; or hire or employ, or assist in the hiring or employment of, either  directly or indirectly, any individual employed by the Company within sixty (60) days  preceding that individual’s hire by the Grantee or his/her subsequent employer; and/or (d) Subject to Sub-paragraph 4(b), and except in the proper course of the Grantee’s duties to  the Company in the ordinary course of business or as otherwise explicitly directed in  writing by an officer of the Company, directly or through others: (a) provide any  confidential information, including any information derived from the Grantee’s  experience with the Company, to (i) any competitor of the Company, (ii) any person the  Grantee knows or has reason to believe may be an investor or prospective investor in the  Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v)  any litigant or potential litigant against the Company, (vi) any other person seeking  information regarding the Company (including, without limitation, information with  respect to its business, executives, directors, balance sheet, history, prospects or  opportunities) or seeking to change or influence the control of the Company, or (vii) any  person acting on behalf of any of the foregoing (any such person described in clauses (i)  to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that  disparage, or could otherwise cause harm to, the business or reputation of the Company  and/or any current or former officer, director or employee of the Company; (c) join a  “group” or become a “participant” in a solicitation with respect to the Company (other  than a solicitation by the Board of Directors), as those terms are defined in applicable  securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any  Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or  proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or  other shareholder activism campaign or proxy solicitation against the Company, (iii)  proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any  other demands of the Company.  If the Grantee is contacted by any Potential Adverse  Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief  Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential  Adverse Party without prior written approval from the CLO. The restrictions in this Paragraph shall not be deemed to prohibit the Grantee from owning not more  than one percent (1%) of the total shares of all classes of stock of any publicly held company.  The  Grantee acknowledges that the Company’s and its subsidiaries’ businesses are conducted internationally  and agrees that the provisions in this Paragraph shall operate in any country in which the Company  conducts business while the Grantee is/was employed by the Company. Further, nothing in the  Agreement prohibits the Grantee from being simultaneously or subsequently employed by another  person, performing work or providing services for pay for another person, or operating the Grantee’s  own business; provided that conduct involving disclosure of confidential, proprietary, or sensitive  information, client lists, customer lists, or a trade secret as that term is defined in the Uniform Trade  Secrets Act of 1988, shall remain prohibited and nothing in this Agreement shall be construed to limit or  eliminate any rights or remedies the Company would have against the Grantee under trade secret law,  unfair competition law, agency law or other applicable laws. The Grantee is hereby informed and  acknowledges being informed: No employer operating in the District of Columbia may request or  





 






ACTIVEUS 192813907v.17 require any employee working in the District of Columbia to agree to a non-compete policy or  agreement, in accordance with the Ban on Non-Compete Agreements Amendment Act of 2020. The Company has previously entered into agreements with certain executives and employees that  contain restrictive covenants (“Restrictions”).  For the avoidance of doubt, if the Grantee is party to an  employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of  customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c)  solicitation or hire of Company employees, and/or (d) competition (collectively, “Existing  Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound  by such Existing Restrictions.  To the extent the restrictions contained in Paragraphs 4 or 5 of this  Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by  giving effect to the provision that provides the greatest protection to the Company that is enforceable  under applicable law.   The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject  of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and  necessary under the circumstances and are reasonably required for the protection of the Company.  The  Grantee also acknowledges that in the event he/she breaches any part of Paragraphs 4 or 5 of this  Agreement, the damages to the Company would be irreparable.  Therefore, in addition to monetary  damages and/or reasonable attorney fees, the Company shall have the right to seek injunctive and/or  other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants  contained in this Agreement.  Further, the Grantee consents to the issuance of a temporary restraining  order or preliminary injunction to maintain the status quo pending the outcome of any proceeding.  The  Grantee further understands and agrees that if he/she breaches any covenant set forth in Paragraph 5, the  duration of any covenant so breached shall, to the fullest extent permitted by law, automatically be tolled  from the date of the first breach until the date judicial relief providing effective remedy for such breach  or breaches is obtained by the Company, or until the Company states in writing that it will seek no  judicial relief for such breach. If any one or more provisions of Paragraphs 4 or 5 shall for any reason be held to be excessively broad  as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as  to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the  parties expressly agree that any of the provisions of Paragraphs 4 or 5 may be reformed, modified,  revised, edited or blue-penciled to make such provision enforceable, to the fullest extent permitted by  law, and the parties consent to the enforcement of such provision as so reformed, modified, revised,  edited or blue-penciled. The Grantee agrees, during (i) the twelve (12) month period following the termination of his/her  employment with the Company for any reason other than Retirement, or (ii) in the event of a termination  of employment due to Retirement, the twelve (12) month period following the Vesting Date, to disclose  to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted  to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a  complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the  Company no later than the date on which the Grantee accepts or otherwise agrees to become employed  by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is employed with the Company and continuing thereafter until (i) twelve (12) months  following the termination of his/her employment with the Company for any reason other than  Retirement, or (ii) in the event of a termination of employment due to Retirement, twelve (12) months  following the Vesting Date, the Grantee will provide any person or entity that the Grantee seeks an offer  of employment or other engagement or retention from notice of the existence of this Agreement and the  terms of Paragraphs 4 and 5 before requesting or accepting such an offer.   If the Grantee fails to provide  





 






ACTIVEUS 192813907v.17 such notice, the Grantee understands that the Grantee may be held liable for any consequential damages  resulting from such failure.  The Grantee agrees that the Company may send a copy of this Agreement  to, or otherwise make the provisions of Paragraphs 4 or 5 of this Agreement known to, any of the  Grantee’s potential and future employers or other entity considering engaging the Grantee or which has  engaged or employed the Grantee.  The Grantee agrees not to assert any claim that such conduct by the  Company is legally actionable interference or otherwise impermissible regardless of whether or not the  provisions of Paragraphs 4 or 5 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her employment, the  Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form  reasonably satisfactory to the Company. United States - Illinois Only The following provisions are added to the end of Paragraph 5: The provisions of Sub-paragraph 5(e) shall only apply if the Grantee’s actual or expected annualized  rate of earnings exceeds the amount required by 820 ILCS 90/10(a).  The provisions of Sub-paragraphs  5(a), 5(b), 5(c) and 5(d) shall only apply if the Grantee’s actual or expected annualized rate of earnings  exceeds the amount required by 820 ILCS 90/10(b).  The Grantee acknowledges that the Grantee had at  least fourteen (14) days to consider this Agreement before being required to sign it and if the Grantee  signed it before the expiration of the fourteen (14) day period, the Grantee did so of the Grantee’s own  volition and waived the remainder of the fourteen (14) day consideration period. The Company advises  the Grantee to consult with an attorney before signing this Agreement, and the Grantee acknowledges  that Grantee has been so advised.  The Grantee further acknowledges that the promises and benefits  provided by the Company to the Grantee constitute professional or financial benefits which are adequate  consideration by themselves to support the covenants contained in Paragraph 5. United States -Maine Only The following provisions are added to the end of Paragraph 5: The Grantee acknowledges and agrees that (i) the Grantee was provided a copy of this Agreement three  (3) or more days in advance of any requirement to sign it, (ii) the Grantee earns wages at or above four  hundred percent (400%) of the federal poverty level, (iii) Sub-paragraph 5(e) will not take effect until  after one (1) year of the start of the Grantee’s employment with the Company or a period of six (6)  months from the date this Agreement is signed, whichever is later, and (iv) the restrictions of Sub- paragraph 5(e) are necessary to protect the Company’s trade secrets, confidential information, and  goodwill, and that these business interests cannot be adequately protected through alternative restrictive  covenants alone. United States - Massachusetts Only Non-Competition The following provisions replace Paragraph 5 of the Agreement in its entirety: 5. Non-Competition and Non-Solicitation.  In consideration of the promises contained  herein and the Grantee’s access and exposure to Confidential and Proprietary Information  provided to him/her, and other good and valuable consideration, the receipt and sufficiency of  which are acknowledged, the Grantee agrees that during his/her employment with the Company  and continuing thereafter (1) with respect to Sub-paragraphs 5(a) through 5(d), (i) until twelve  





 






ACTIVEUS 192813907v.17 (12) months following the termination of his/her employment with the Company for any reason  other than Retirement, or (ii) in the event of a termination of employment due to Retirement,  until twelve (12) months following the Vesting Date, (2) with respect to Sub-paragraph 5(e),  until twelve (12) months following the termination of his/her employment with the Company for  any reason and (3) with respect to Sub-paragraph 5(f), in perpetuity, he/she shall not, on behalf  of the Grantee him/herself or on behalf of or in conjunction with any other person, entity or  organization other than the Company, whether as an agent or otherwise: (a) Contact, call on, provide advice to, solicit, take away business, divert business, and/or  influence or attempt to influence, either directly or indirectly, any customers, clients,  and/or patrons or prospective customers, clients and/or patrons of the Company with  whom the Grantee directly performed any services or had any direct business contact; (b) Contact, call on, provide advice to, solicit, take away business, divert business, and/or  influence or attempt to influence, either directly or indirectly, any customers, clients,  and/or patrons or prospective customers, clients and/or patrons of the Company whose  entity- or other customer-specific information the Grantee discovered or gained access to  as a result of the Grantee’s access to Company Confidential and Proprietary Information; (c) Utilize the Company’s Confidential and Proprietary Information to solicit, take away  business, divert business, and/or influence or attempt to influence, either directly or  indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or  patrons of the Company; (d) Solicit or induce, either directly or indirectly, any employee of the Company to leave the  employ of the Company or become employed with or otherwise engaged by any person,  entity or organization other than the Company; or take any action to assist any subsequent  employer or any other person, entity or organization, either directly or indirectly, in  soliciting or inducing any Company employee to leave the employ of the Company or  become employed with or otherwise engaged by any person, entity or organization other  than the Company; or hire or employ, or assist in the hiring or employment of, either  directly or indirectly, any individual employed by the Company within sixty (60) days  preceding that individual’s hire by the Grantee or his/her subsequent employer;  (e) Become employed by, render services to or directly or indirectly (whether for  compensation or otherwise, and whether as an employee, employer, consultant, agent,  principal, partner, stockholder, lender, investor, corporate officer, board member, director,  or in any other individual or representative capacity), 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.  For purposes of this Sub-paragraph 5(e), 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 during the Grantee’s employment with the  Company or within six (6) months after the Grantee’s termination of employment with the  Company 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 relating to transaction or  payment processing, including those for the benefit of fleets; travel; healthcare; education;  payroll; or, benefits 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  





 






ACTIVEUS 192813907v.17 currently sold or to the best of his/her knowledge contemplated to be sold by the Company  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 Paragraph 5 shall be effective and binding only to the extent permissible under Rule  5.6 of the Maine Rules of Professional Conduct or any similar rule governing the practice  of law that is applicable to the Grantee.  The restrictions in this Paragraph shall not be  construed to prevent the Grantee from, following the termination of his/her employment  with the Company, working for a business entity that does not compete with the Company  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 Grantee’s job responsibilities at that entity are unrelated to the Competing Enterprise.  The restrictions in this Paragraph will not apply to employment by or the rendering of  services to businesses that sell fuel or convenience items if those businesses are not  directly competing with the Company or its subsidiaries, owned or controlled. The  restrictions in this Paragraph shall also not be deemed to prohibit the Grantee from owning  not more than one percent (1%) of the total shares of all classes of stock of any publicly  held company.  The Grantee acknowledges that the Company’s and its subsidiaries’  businesses are conducted internationally and agrees that the provisions in this Paragraph  shall operate in any country in which the Company conducts business while the Grantee  is/was employed by the Company. The Grantee acknowledges that the Company’s grant  and provision of the Performance-Based Restricted Stock Units, to which the Grantee  would not be entitled absent execution of this Agreement, constitute fair, reasonable, and  mutually agreed upon consideration to support this Sub-paragraph 5(e).  This Sub- paragraph 5(e), only, shall not apply if the Grantee is terminated without Cause or laid off.   For purposes of this Sub-paragraph 5(e), only, the term “Cause” shall mean willful  misconduct by the Grantee or willful failure by the Grantee to perform his or her  responsibilities to the Company (including, without limitation, breach by the Grantee of  any provision of any employment, consulting, advisory, nondisclosure, non-competition or  other similar agreement between the Grantee and the Company), as determined by the  Company, which determination shall be conclusive. The Grantee’s employment shall be  considered to have been terminated for Cause if the Company determines, within thirty  (30) days after the Grantee’s termination, that termination for Cause was warranted; and/or (f) Subject to Sub-paragraph 4(b), and except in the proper course of the Grantee’s duties to  the Company in the ordinary course of business or as otherwise explicitly directed in  writing by an officer of the Company, directly or through others: (a) provide any  confidential information, including any information derived from the Grantee’s experience  with the Company, to (i) any competitor of the Company, (ii) any person the Grantee  knows or has reason to believe may be an investor or prospective investor in the  Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v)  any litigant or potential litigant against the Company, (vi) any other person seeking  information regarding the Company (including, without limitation, information with  respect to its business, executives, directors, balance sheet, history, prospects or  opportunities) or seeking to change or influence the control of the Company, or (vii) any  person acting on behalf of any of the foregoing (any such person described in clauses (i) to  (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that  disparage, or could otherwise cause harm to, the business or reputation of the Company  and/or any current or former officer, director or employee of the Company; (c) join a  “group” or become a “participant” in a solicitation with respect to the Company (other  





 






ACTIVEUS 192813907v.17 than a solicitation by the Board of Directors), as those terms are defined in applicable  securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any  Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or  proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or  other shareholder activism campaign or proxy solicitation against the Company, (iii)  proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any  other demands of the Company.  If the Grantee is contacted by any Potential Adverse  Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief  Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential  Adverse Party without prior written approval from the CLO. The Company has previously entered into agreements with certain executives and  employees that contain restrictive covenants (“Restrictions”).  For the avoidance of doubt,  if the Grantee is party to an employment or other agreement containing Restrictions on (a)  confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective  customers, clients and/or patrons of the Company, (c) solicitation or hire of Company  employees, and/or (d) competition (collectively, “Existing Restrictions”), any such  Existing Restrictions will remain in effect and the Grantee shall remain bound by such  Existing Restrictions.  To the extent the restrictions contained in Paragraphs 4 or 5 of this  Agreement conflict in any way with any Existing Restriction(s), such conflict shall be  resolved by giving effect to the provision that provides the greatest protection to the  Company that is enforceable under applicable law.   The Grantee agrees and acknowledges that the period of time, geographical scope, activity  and subject of the above-noted restrictive covenants imposed by this Agreement are fair,  and reasonable and necessary under the circumstances and are reasonably required for the  protection of the Company.  The Grantee also acknowledges that in the event he/she  breaches any part of Paragraphs 4 or 5 of this Agreement, the damages to the Company  would be irreparable.  Therefore, in addition to monetary damages and/or reasonable  attorney fees, the Company shall have the right to seek injunctive and/or other equitable  relief in any court of competent jurisdiction to enforce the restrictive covenants contained  in this Agreement.  Further, the Grantee consents to the issuance of a temporary  restraining order or preliminary injunction to maintain the status quo pending the outcome  of any proceeding.  The Grantee further understands and agrees that if he/she breaches any  covenant set forth in Paragraph 5, the duration of any covenant so breached shall, to the  fullest extent permitted by law, automatically be tolled from the date of the first breach  until the date judicial relief providing effective remedy for such breach or breaches is  obtained by the Company, or until the Company states in writing that it will seek no  judicial relief for such breach; except that the duration of the covenants contained in Sub- paragraph 5(e), only, shall extend to twenty-four (24) months if the Grantee breached his  or her fiduciary duty to the Company and/or if the Grantee has unlawfully taken,  physically or electronically, property belonging to the Company. If any one or more provisions of Paragraphs 4 or 5 shall for any reason be held to be  excessively broad as to time, geographical scope, activity or subject, it shall be construed,  by limiting and reducing it, so as to be enforceable to the greatest extent compatible with  applicable law as it shall then appear, and the parties expressly agree that any of the  provisions of Paragraphs 4 or 5 may be reformed, modified, revised, edited or blue- penciled to make such provision enforceable, to the fullest extent permitted by law, and  the parties consent to the enforcement of such provision as so reformed, modified,  revised, edited or blue-penciled. 





 






ACTIVEUS 192813907v.17 The Grantee agrees, during (i) the twelve (12) month period following the termination of his/her  employment with the Company for any reason other than Retirement, or (ii) in the event of a termination  of employment due to Retirement, the twelve (12) month period following the Vesting Date, to disclose  to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted  to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a  complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the  Company no later than the date on which the Grantee accepts or otherwise agrees to become employed  by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is employed with the Company and continuing thereafter until (i) twelve (12) months  following the termination of his/her employment with the Company for any reason other than  Retirement, or (ii) in the event of a termination of employment due to Retirement, twelve (12) months  following the Vesting Date, the Grantee will provide any person or entity that the Grantee seeks an offer  of employment or other engagement or retention from notice of the existence of this Agreement and the  terms of Paragraphs 4 and 5 before requesting or accepting such an offer.   If the Grantee fails to provide  such notice, the Grantee understands that the Grantee may be held liable for any consequential damages  resulting from such failure.  The Grantee agrees that the Company may send a copy of this Agreement  to, or otherwise make the provisions of Paragraphs 4 or 5 of this Agreement known to, any of the  Grantee’s potential and future employers or other entity considering engaging the Grantee or which has  engaged or employed the Grantee.  The Grantee agrees not to assert any claim that such conduct by the  Company is legally actionable interference or otherwise impermissible regardless of whether or not the  provisions of Paragraphs 4 or 5 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Paragraphs 4 and 5, upon termination of his/her employment, the  Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form  reasonably satisfactory to the Company. The Grantee is hereby informed that the Grantee has the right to consult with counsel prior to signing  this Agreement. Governing Law: The following provision replaces Paragraph 9 of the Agreement in its entirety: 9. 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, except that Sub-paragraph 5(e) only shall be  governed by the internal laws of the Commonwealth of Massachusetts if the Grantee was a  resident of Massachusetts for thirty (30) days immediately preceding his or her cessation of  employment with the Company. United States - Washington Only The following provisions are added to the end of Sub-paragraph 5(e): This Sub-paragraph 5(e), alone, shall not apply if the Grantee’s earnings from WEX, when annualized,  do not meet the inflation-adjusted amount required by the Washington Noncompete Act (RCW  §§49.62.005 – 900), and shall not apply if the Grantee is terminated as a result of a layoff. The following provision replaces Paragraph 9 of the Agreement in its entirety: 9. 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.  If the laws of the State of Washington apply to  the Grantee, then nothing in this Agreement shall require the Grantee to adjudicate a  





 






ACTIVEUS 192813907v.17 noncompetition covenant outside of the State of Washington, and nothing in this Agreement  shall be construed to deprive the Grantee of the protections or benefits of the Washington  Noncompete Act (RCW §§49.62.005 – 900).