WEX Inc. 2013 FleetOne Integration Long-Term Incentive Program Performance-Based Restricted Stock Unit Award Agreement

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

This agreement outlines WEX Inc.'s 2013 FleetOne Integration Long-Term Incentive Program, granting performance-based restricted stock units (PSUs) to eligible participants. The award vests in two parts: 50% on March 15, 2014, and 50% on March 15, 2015, contingent on meeting specific financial performance metrics for each year, including EBITDA, adjusted revenue, and synergy targets. The number of shares vested depends on the level of achievement against these metrics. The agreement is designed to incentivize performance and align employee interests with company goals.

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EX-10.21 3 wex20131231ex1021.htm EX-10.21 WEX 2013.12.31 EX 10.21


Exhibit 10.21

[WEX Inc. requests that the marked portions of the exhibit be granted confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.]

2013 FleetOne Integration Long-Term Incentive Program

Award Date:
March 15, 2013

Unit Allocation Ratio:
100% Performance Based Restricted Stock Units

Vesting Schedule:
50% of the award vests on March 15, 2014 based on achievement of the 2013 performance metrics listed below and 50% of the award vests on March 15, 2015 based on the achievement of the 2014 performance metrics.

2013 Performance-Based Restricted Stock Unit Calculations:
The number of PSUs vesting under this 2013 FleetOne Integration Grant Program is based on the following:
 
Payout %(1)(5)
EBITDA (40%) (2)
PPG Adj Revenue Adj
(30%)(3)
SYNERGIES
(30%)(4)
 
 
Perf Level(3)
$(,000)
Perf Level(3)
$(,000)
Perf Level(3)
$(,000)
Threshold
25%
85.0%
$
23,630

85.0%
$
54,700

80.0%
$
2,400

Target
100%
100.0%
$
27,800

100.0%
$
64,400

100.0%
$
3,000

Max
200%
120.0%
$
33,460

120.0%
$
77,300

200.0%
$
6,000



2014 Performance-Based Restricted Stock Unit Calculations:
 
Payout %(1)(5)
EBITDA (40%) (2)
PPG Adj Revenue
(30%)
SYNERGIES
(30%)(4)
 
 
Perf Level(3)
$(,000)
Perf Level(3)
$(,000)
Perf Level(3)
$(,000)
Threshold
25%
85.0%
$ [**]
85.0%
$ [**]
80.0%
$ [**]
Target
100%
100.0%
$ [**]
100.0%
$ [**]
100.0%
$ [**]
Max
200%
120.0%
$ [**]
120.0%
$ [**]
200.0%
$ [**]

(1) 
Threshold EBITA performance must be achieved for any PSUs to vest. 
(2) 
Adjusted EBITDA is defined as 2013 Deal Model EBITDA of $27.8M adjusted by synergy savings, synergy costs,and integration costs, totaling ($3.8M) for 2013 
(3) 
PPG Adjusted Revenue Full-Year is reported 2013 Revenue for the Americas adjusted for the difference between reported 2013PPG and Board-approved budgeted 2013 PPG of $3.50 US. 
(4) 
Synergy target for 2014 based on Deal Model and represents net synergy savings that are $3.0M incremental to 2013 
(5) 
Shares granted are ratable between payout levels. 




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