WEX 2013 International Annual Grant Long-Term Incentive Program Award Agreement

Summary

This agreement outlines the terms of WEX Inc.'s 2013 International Annual Grant Long-Term Incentive Program for employees. Participants receive a mix of Performance-Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs), with awards vesting in equal parts over three years. The number of PSUs that vest depends on the company's financial performance, specifically EBIT and adjusted revenue targets. The agreement details how these metrics are calculated and the conditions under which awards are paid out. The program is designed to incentivize and reward employees based on company performance.

EX-10.23 5 wex20131231ex1023.htm EX-10.23 WEX 2013.12.31 EX 10.23

Exhibit 10.23

2013 International Annual Grant Long-Term Incentive Program

Award Date:

March 15, 2013

Unit Allocation Ratio:



Wright Express Job Category	PSUs	RSUs
All Levels	60%	40%
New Hire	varies	varies

PSU = Performance Based Restricted Stock Units

RSU = Restricted Stock Unit

Vesting Schedule:

The award vests at a rate of one third each year over a 3-year period beginning on the first anniversary of the award date.

Performance-Based Restricted Stock Unit Calculations:

The number of PSUs vesting under this 2013 International Annual Grant Program is based on the following:



	*Payout %⁽¹⁾⁽⁴⁾***	*EBIT (40%)* *⁽²⁾*			PPG Adj Revenue (60%)*⁽³⁾*
		*Perf Level⁽³⁾***	*$(,000)*		*Perf Level⁽³⁾***	*$(,000)*
Threshold	25%	80.0%	$	15,368	85.0%	$	76,318
	50%	90.0%	$	17,289	92.5%	$	83,052
Target	100%	100.0%	$	19,210	100.0%	$	89,786
	125%	101.5%	$	19,499	101.0%	$	90,684
Target/Max	150%	103.0%	$	19,787	101.5%	$	91,133
	175%	105.0%	$	20,171	102.5%	$	92,031
*Max*	200%	107.0%	$	20,555	103.5%	$	92,929


⁽¹⁾	^{Threshold ANI performance must be achieved for any PSUs to vest.}

⁽²⁾

^{EBIT means International Business Unit Earnings before Interest and Taxes and any Allocations of Corporate Expenses to the Business Unit and shall be calculated consistently with Corporate Adjusted Net Income as reported in the Corporation’s Form 10-K filing reporting the Corporation’s results for 2013 and may be adjusted to exclude the following items (if any): losses from discontinued operations, the cumulative effects of changes in Generally Accepted Accounting Principles, any one-time charge or dilution resulting from any acquisition or divestiture, the effect of changes to our effective federal or state tax rates, extraordinary items of loss or expense, and any other unusual or nonrecurring items of loss or expense, including restructuring charges. Interest means interest related to the senior credit facility. This calculation does not exclude Operating Interest as reported on the income statement. The Compensation Committee may exercise discretion to include all or part of an item of loss or expense.}


⁽³⁾	^{PPG Adjusted Revenue is reported 2013 Revenue for the International Business Unit adjusted for the difference between reported 203 2 PPG and Board-approved budgeted 2013 PPG of A$1.43 (per liter) Australian.}


⁽⁴⁾	^{Shares granted are ratable between payout levels.}