2013 FleetOne Integration Long-Term Incentive Program
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. |
ActiveUS 124564237v.1
