AMENDED AND RESTATED WEX INC. SHORT-TERM INCENTIVE PROGRAM

WEX Inc. has adopted this Short-Term Incentive Program (“STIP”) to attract and retain high-performing employees; to provide incentives for eligible employees to achieve specified company, department and/or individual performance goals; and to reward such employees for the achievement of specified goals on an annual basis. The Short-Term Incentive Program is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.

Wherever used in this document, the following terms have the meanings set forth below.

2.1 Appendix means an Appendix to this Program document containing targets, payment metrics, and other terms of the Program (or modifications thereof) applicable to a specific Plan Year. The Appendices shall be considered part of the Program document.

2.3 Eligible Earnings means total gross pay for the applicable Plan Year (or the portion thereof during which the Participant is actively employed and eligible to participate in the STIP), including, salary or wages classified by the Company as regular; lump sum merit; paid time off (PTO), whether planned or unplanned; holiday; bereavement; jury duty; retroactive pay; overtime pay; shift differential; and excluding, salary or wages classified by the Company as disability pay, commission/incentive pay, and bonuses.

2.4 Effective Date means January 1, 2014.

2.5 MBO means management by objectives – Key Business Drivers.

2.6 Participant means an eligible employee who participates in the Program for a Plan Year in accordance with Article 3.

2.7 Plan Year means the fiscal year of the Company; as of the Effective Date, the Plan Year is the calendar year.

Each full-time regular or part-time regular employee of the Company who meets the following requirements shall be a Participant for a Plan Year:

(a) The employee is not eligible for payout under a subsidiary bonus program, a commission plan, or a high performance pay plan of the Company; and

(a) A Participant who dies or becomes totally disabled during a Plan Year (as determined under the Company’s Long-Term Disability program) may receive a pro-rated bonus at target for the applicable year based on his or her Eligible Earnings during the period of the Participant’s active employment. Any bonus payable to a deceased Participant shall be paid to his or her personal representative. Any bonus paid pursuant to this Section 3.2(a) shall be paid within 15 days of the Participant’s death or the determination of total disability.

(b) A Participant who is not actively employed on the bonus payment date for a Plan Year due to an approved leave of absence may receive a bonus for the applicable year based on his or her Eligible Earnings during the period of the Participant's active employment upon his or her return to active employment by the Company.

The Corporate and Executive Officer MBOs for each Plan Year shall be approved by the Compensation Committee of the Company’s Board of Directors, or its delegate.

An Individual Performance Factor (“IPF”) shall be assigned to an employee classified as an “associate” based on criteria established by the Company. The IPF for each associate shall be initially established at 1.00. An associate’s IPF for payout may be adjusted down, but not below 0.75, or up, but not above 1.25, by action of his or her supervisor with the approval of his or her division Senior Vice President, or Executive Vice President as applicable. However, the foregoing adjustments (in the aggregate) must not increase the total amount payable under the Program for

the given year. In this regard, neither the CEO nor any other executive officer is to be considered as an “associate.”

The performance measures applicable to a Plan Year shall be set out in the Appendix.

Bonuses shall be calculated and paid in a single payment for the applicable year.

“Position changes” include promotions, demotions, and transfers between positions and/or departments. All calculations shall be made based on each Participant’s applicable Eligible Earnings and the Participant’s position and STIP percentage as prorated throughout the plan year. Your bonus will be calculated based on what your MBOs are on the last day of plan period, which is December 31^st.

All federal, state or local taxes as well as any garnishments that the Program Administrator determines are required to be withheld from any payments made under the Program shall be withheld.

The Program shall be administered by the Compensation Committee of the Company’s Board of Directors, which may delegate administrative responsibility in whole or in part to the Chairman and Chief Executive Officer and/or the Senior Vice President, Human Resources (“Administrators”), subject to any requirements for review and approval that may be established by the Compensation Committee. In all areas not specifically reserved for such review and approval, the decisions of the applicable Administrator shall be binding on the Company and each eligible employee under Article 3. Notwithstanding the foregoing, the Compensation Committee may not modify MBOs or other performance criteria during a Plan Year so as to increase the payment to a Section 162(m) Participant (as defined below) or exercise its discretion to increase the amount of incentive pay that would otherwise be due a Section 162(m) Participant upon attainment of a performance goal.

Claims regarding payments under the Program shall be directed to a Participant’s direct supervisor and/or the Company’s Human Resources Department. Any claim regarding the amount of any bonus payment hereunder shall be made within 30 days of the date of such payment, or shall be forfeited.

The Company reserves the right to terminate, amend, modify and/or restate this Program, in whole or in part, at will at any time, with or without advance notice.

The Compensation Committee shall have the authority to adjust payments under the Program (upward or downward) at its discretion. Subject to the approval of the Compensation Committee, the Chairman and Chief Executive Officer and the Senior Vice President, Human Resources, acting together, shall have the power to adjust payments under the Program (upward or downward) as and to the extent appropriate to achieve the stated goals and purposes of the Program and may approve exceptions to the Program under special circumstances, to avoid undue hardship with respect to a Participant. Notwithstanding the foregoing, neither the Compensation Committee, the CEO, the Senior Vice President, Human Resources, nor any other person may increase or accelerate the payment due to any Section 162(m) Participant with respect to any Plan Year. The term “Section 162(m) Participant” shall mean the CEO and each of the four highest paid officers of the Company (other than the CEO) on the last day of the taxable year, for purposes of the executive compensation disclosure rules under the Securities Exchange Act of 1934.

The Program Administrators shall be responsible for ensuring effective communication of the Program to eligible employees. Copies of the Program shall be available to all Participants. All modifications and changes to the Program shall be appropriately documented and communicated to Participants.

The Company does not guarantee payment of any bonus amounts hereunder, except to the extent that payment is required by applicable law.

Nothing contained in the Program shall confer upon any person a right to be employed or to continue in the employ of the Employer, or interfere in any way with the right of the Employer to terminate the employment of a Participant at any time, with or without cause. IN WITNESS WHEREOF, WEX Inc. has caused this document to be executed by its duly authorized officer this 13^th day of, 2014.

WEX Inc.

By:    /s/ Jenifer Rinehart

Jenifer Rinehart

 

Its:     Senior Vice President, Human Resources

 

Date: 3/13/2014