WEX Inc SC TO-I, filed Feb 26, 2025

WEX Inc. (WEX)

SC TO-I 2025-02-26

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Added on October 18, 2026

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Exhibit Number			Description
(a)(1)(A)*			Offer to Purchase, dated February 26, 2025.
(a)(1)(B)*			Letter of Transmittal.
(a)(1)(C)*			Notice of Guaranteed Delivery.
(a)(1)(D)*			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 26, 2025.
(a)(1)(E)*			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 26, 2025.
(a)(1)(F)*			Summary Advertisement, dated February 26, 2025.
(a)(2)			None.
(a)(3)			Not applicable.
(a)(4)			Not applicable.
(a)(5)(A)			Press release issued by WEX Inc., dated February 25, 2024 (incorporated by reference to Exhibit 99.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on February 25, 2025).
(a)(5)(B)*			Modified Dutch Auction Tender Offer FAQs, dated February 26, 2025.
(d)(1)			Form of director indemnification agreement (incorporated by reference to Exhibit No. 10.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on June 8, 2009).
(d)(2)			Wright Express Corporation Amended 2010 Equity and Incentive Plan (incorporated by reference to Exhibit No. 99.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on May 21, 2010).
(d)(3)			WEX Inc. 2019 Equity and Incentive Plan (incorporated by reference to Exhibit No. 10.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on May 15, 2019).
(d)(4)			Amended and Restated 2019 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2021).
(d)(5)			Form of WEX Inc. Nonstatutory Stock Option Agreement under the Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).


Exhibit Number			Description
(d)(6)			Form of WEX Inc. Nonstatutory Stock Option Agreement, in use beginning March 15, 2022, under the Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022).
(d)(7)			Form of WEX Inc. 2023 Nonstatutory Stock Option Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.4 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2023).
(d)(8)			Form of WEX Inc. Performance-Based Restricted Stock Unit Award Agreement, in use beginning March 15, 2022, under the Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022).
(d)(9)			Form of WEX Inc. 2023 Performance-Based Restricted Stock Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.2 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2023).
(d)(10)			Form of WEX Inc. 2024 Performance-Based Restricted Stock Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 25, 2024).
(d)(11)			Form of WEX Inc. Restricted Stock Unit Award Agreement, in use beginning March 15, 2022, under the Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.2 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022).
(d)(12)			Form of WEX Inc. 2023 Restricted Stock Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2023).
(d)(13)			Form of WEX Inc. 2023 Restricted Stock Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.4 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on October 27, 2023).
(d)(14)			Form of WEX Inc. 2024 Restricted Stock Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.2 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 25, 2024).
(d)(15)			Form of WEX Inc. 2024 Market Share Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.4 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 25, 2024).
(d)(16)			Wright Express Corporation Amended and Restated Non-Employee Directors Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.2 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on January 7, 2009).
(d)(17)			Non-Employee Director Compensation Plan (Effective October 1, 2023) (incorporated by reference to Exhibit 10.5 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on October 27, 2023).
(d)(18)			Non-Employee Director Compensation Plan (Effective October 1, 2024)(incorporated by reference to Exhibit 10.1 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on October 24, 2024).
(d)(19)			Form of Non-Employee Director Long Term Incentive Program Award Agreement under the Amended and Restated Wright Express Corporation 2005 Equity and Incentive Plan (for grants received prior to December 31, 2006) (incorporated by reference to Exhibit 10.3 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2008).
(d)(20)			Form of Wright Express Corporation Non-Employee Director Compensation Plan Award Agreement under the Wright Express Corporation 2010 Equity and Incentive Plan (incorporated by reference to Exhibit No. 10.31 to WEX Inc.’s Annual Report on Form 10-K filed with the SEC on February 28, 2011).
(d)(21)			2015 Section 162(m) Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on May 21, 2015).
(d)(22)			2017 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 25, 2024).


Exhibit Number			Description
(d)(23)			WEX Inc. Executive Severance Pay and Change in Control Plan dated March 5, 2018 (incorporated by reference to Exhibit No. 10.18 to WEX Inc.’s Annual Report on Form 10-K filed with the SEC on March 18, 2019).
(d)(24)			WEX Inc. Amended and Restated Executive Severance Pay and Change in Control Plan (Effective January 1, 2025) (incorporated by reference to Exhibit No. 10.39 to WEX Inc.'s Annual Report on Form 10-K filed with the SEC on February 20, 2025).
(d)(25)			Form of Employment Agreement for Melissa Smith (incorporated by reference to Exhibit No. 10.6 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on January 7, 2009).
(d)(26)			Offer Letter dated September 9, 2019 between WEX Inc. and Mr. Deshaies (incorporated by reference to Exhibit 10.64 to WEX Inc.’s Annual Report on Form 10-K filed with the SEC on March 1, 2021).
(d)(27)			Offer Letter dated November 6, 2015 between WEX Inc. and Mr. Dearborn (incorporated by reference to Exhibit 10.65 to WEX Inc.’s Annual Report on Form 10-K filed with the SEC on March 1, 2021).
(d)(28)			Offer letter, dated April 20, 2022, between WEX Inc. and Jagtar Narula (incorporated by reference to Exhibit 10.1 to WEX Inc.’s Current Report on 8-K filed with the SEC on April 26, 2022).
(d)(29)			Offer letter, dated November 7, 2023, between WEX Inc. and Sachin Dhawan (incorporated by reference to Exhibit 10.5 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 25, 2024).
(d)(30)*			Form of Employment Agreement for Carlos Carriedo dated December 7, 2021 between WEX Europe Limited and Carlos Carriedo.
(d)(31)*			Offer Letter dated November 23, 2021 between WEX Inc. and Karen Stroup.
(d)(32)*			Offer Letter dated December 30, 2021 between WEX Inc. and Jennifer Kimball.
(d)(33)*			Offer Letter dated June 4, 2024 between WEX Inc. and Sara Trickett.
(d)(34)*			Offer Letter dated December 12, 2017 between WEX Inc. and Melanie Tinto.
(d)(35)			WEX Insider Trading Policy (incorporated by reference to Exhibit No. 19 to WEX Inc.'s Annual Report on Form 10-K filed with the SEC on February 20, 2025).
(d)(36)			Clawback Policy (incorporated by reference to Exhibit 97 to WEX Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2024).
(d)(37)*			2024 Clawback Policy.
(g)			Not applicable.
(h)			Not applicable.
107*			Filing Fee Table.
*			Filed herewith


Date: February 26, 2025

WEX INC.

By:	/s/ Jagtar Narula
	Name:	Jagtar Narula
	Title:	Chief Financial Officer


Exhibit Number			Description
(a)(1)(A)*			Offer to Purchase, dated February 26, 2025.
(a)(1)(B)*			Letter of Transmittal.
(a)(1)(C)*			Notice of Guaranteed Delivery.
(a)(1)(D)*			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 26, 2025.
(a)(1)(E)*			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 26, 2025.
(a)(1)(F)*			Summary Advertisement, dated February 26, 2025.
(a)(2)			None.
(a)(3)			Not applicable.
(a)(4)			Not applicable.
(a)(5)(A)			Press release issued by WEX Inc., dated February 25, 2024 (incorporated by reference to Exhibit 99.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on February 25, 2025).
(a)(5)(B)*			Modified Dutch Auction Tender Offer FAQs, dated February 26, 2025.
(d)(1)			Form of director indemnification agreement (incorporated by reference to Exhibit No. 10.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on June 8, 2009).
(d)(2)			Wright Express Corporation Amended 2010 Equity and Incentive Plan (incorporated by reference to Exhibit No. 99.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on May 21, 2010).
(d)(3)			WEX Inc. 2019 Equity and Incentive Plan (incorporated by reference to Exhibit No. 10.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on May 15, 2019).
(d)(4)			Amended and Restated 2019 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to WEX Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2021).
(d)(5)			Form of WEX Inc. Nonstatutory Stock Option Agreement under the Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).
(d)(6)			Form of WEX Inc. Nonstatutory Stock Option Agreement, in use beginning March 15, 2022, under the Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022).
(d)(7)			Form of WEX Inc. 2023 Nonstatutory Stock Option Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.4 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2023).
(d)(8)			Form of WEX Inc. Performance-Based Restricted Stock Unit Award Agreement, in use beginning March 15, 2022, under the Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022).
(d)(9)			Form of WEX Inc. 2023 Performance-Based Restricted Stock Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.2 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2023).
(d)(10)			Form of WEX Inc. 2024 Performance-Based Restricted Stock Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 25, 2024).
(d)(11)			Form of WEX Inc. Restricted Stock Unit Award Agreement, in use beginning March 15, 2022, under the Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.2 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022).
(d)(12)			Form of WEX Inc. 2023 Restricted Stock Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2023).
(d)(13)			Form of WEX Inc. 2023 Restricted Stock Unit Award Agreement under the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (incorporated by reference to Exhibit 10.4 to WEX Inc.’s Quarterly Report on Form 10-Q filed with the SEC on October 27, 2023).


SUMMARY TERM SHEET		1
FORWARD-LOOKING STATEMENTS		10
INTRODUCTION		11
THE OFFER		13
1	Number of Shares; Purchase Price; Proration	13
2	Purpose of the Offer; Certain Effects of the Offer	15
3	Procedures for Tendering Shares	17
4	Withdrawal Rights	22
5	Purchase of Shares and Payment of Purchase Price	22
6	Conditional Tender of Shares	23
7	Conditions of the Offer	24
8	Price Range of Shares; Dividends	26
9	Source and Amount of Funds	26
10	Certain Information Concerning the Company	27
11	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares	28
12	Effects of the Offer on the Market for Shares; Registration under the Exchange Act	33
13	Legal Matters; Regulatory Approvals	33
14	Material U.S. Federal Income Tax Consequences	33
15	Extension of the Offer; Termination; Amendment	38
16	Fees and Expenses	39
17	Miscellaneous	40


	High	Low
Fiscal Year Ending December 31, 2025
First quarter (through February 25, 2025)	$188.70	$146.03
Fiscal Year Ended December 31, 2024
Fourth quarter	$217.47	$166.10
Third quarter	211.12	165.51
Second quarter	244.04	165.83
First quarter	239.18	191.45
Fiscal Year Ended December 31, 2023
Fourth quarter	$197.80	$161.95
Third quarter	203.88	178.63
Second quarter	191.93	162.03
First quarter	204.05	160.55


Name and Address⁽¹⁾	Common Stock Owned⁽²⁾	Right to Acquire⁽³⁾	Total Securities Beneficially Owned⁽³⁾	Percent of Outstanding Shares
Principal Stockholders:
The Vanguard Group⁽⁴⁾ 100 Vanguard Blvd Malvern, PA 19355	4,199,017	—	4,199,017	10.8%
Janus Henderson Group plc⁽⁵⁾ 201 Bishopsgate EC2M 3AE, United Kingdom	4,052,379	—	4,052,379	10.4%
BlackRock, Inc.⁽⁶⁾ 55 East 52nd Street New York, NY 10055	3,841,491	—	3,841,491	9.9%
Morgan Stanley⁽⁷⁾ 1585 Broadway New York, NY 10036	2,123,174	—	2,123,174	5.5%
JP Morgan Chase & Co.⁽⁸⁾ 383 Madison Avenue New York, NY 10179	2,014,444	—	2,014,444	5.2%
Named Executive Officers, and Directors:
Melissa Smith⁽⁹⁾	126,094	220,806	346,900	*
Jagtar Narula	7,120	22,160	29,280	*
Jay Dearborn	20,023	38,644	58,667	*
Robert Deshaies	7,582	43,153	50,735	*
Sachin Dhawan	3,163	1,505	4,668
Daniel Callahan**	—	—	—	*
Shikhar Ghosh**	6,598	—	6,598	*
James Groch**	5,750	—	5,750	*
James Neary	7,223	—	7,223	*
Stephen Smith	6,011	—	6,011	*
Susan Sobbott**	4,207	—	4,207	*
Aimee Cardwell	—	—	—	*
Jack VanWoerkom**	2,860	—	2,860	*
Nancy Altobello**	—	—	—	*
Derrick Roman**	2,657	—	2,657	*
Directors and Executive Officers as a Group (21 Persons)⁽¹⁰⁾	219,307	387,996	607,303	1.6%


2. SIGNATURE: This form must be signed by the registered holder(s) exactly as their name(s) appears above or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith		3. FORM W-9 (BACKUP WITHHOLDING) PLEASE SEE THE SECTION ENTITLED “IMPORTANT U.S. TAX INFORMATION FOR HOLDERS” AND THE ACCOMPANYING FORM W-9 AND INSTRUCTIONS THERETO TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER IF YOU ARE A U.S. TAXPAYER. Please note that the Depositary or other withholding agent may withhold a portion of the proceeds (currently at a 24% rate) as required by the Internal Revenue Service (“IRS”) if the Taxpayer ID or Social Security Number is not properly certified on our records. If you are a non-U.S. taxpayer, in order to establish an exemption from backup withholding, please complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY (with any required attachments), W-8ECI, or W-8EXP, as applicable (which may be obtained on the IRS website (www.irs.gov)).

X


Signature of Stockholder Telephone #	Date

X

Signature of Stockholder Telephone #	Date


☐	$148.00	☐	$156.00	☐	$164.00
☐	$149.00	☐	$157.00	☐	$165.00
☐	$150.00	☐	$158.00	☐	$166.00
☐	$151.00	☐	$159.00	☐	$167.00
☐	$152.00	☐	$160.00	☐	$168.00
☐	$153.00	☐	$161.00	☐	$169.00
☐	$154.00	☐	$162.00	☐	$170.00
☐	$155.00	☐	$163.00

Start Date:	Subject to Board approval, your additional position and title are effective for the pay period starting on January 1, 2022. You acknowledge that the Company has commenced a search for a permanent Chief Financial Officer. You will take all requested steps to relinquish the Interim CFO title for WEX Inc. and its subsidiaries, effective the first day of employment of such permanent CFO. Upon such event you will retain your role as Chief Accounting Officer and report to the permanent CFO.

Interim Base Salary:	Your base annual salary during the time as Interim Chief Financial Officer and Chief Accounting Officer will be $400,000. Your estimated bi-weekly pay will be $15,384.62, less applicable taxes and withholdings.

To:	Sara Trickett, Acting General Counsel
From:	Melissa Smith, Chair and CEO
Date:	June 4, 2024

Start Date:	Your employment will commence on February 19, 2018 or a mutually agreed upon date.

Title/Position:	You will be employed to serve on a full-time basis as Chief Human Resources Officer, reporting to the Chief Executive Officer.

Base Salary:	Your base salary will be $13,461.54 per bi-weekly pay period ($350,000.00 on an annualized basis), less applicable taxes and withholdings. Your base salary will be subject to annual reviews, typically conducted around March, which may result in increases of the base salary as the Board of Directors of the Company shall determine in its discretion.

Annual Incentive:	You will be eligible to participate in the Company’s Short-Term Incentive Bonus Program (STIP). Your target bonus will be at 60% of base salary at target performance (pro-rated based on Start Date), with opportunity range from 0 - 200% based on achievement of annual Strategic Objectives (as determined by the Company and approved by the Board In their sole discretion). STIP payouts typically occur in March of each year, provided you are an active employee at the time of payment.

Sign-On Incentive:	You will receive $250,000.00 as a cash sign-on, to be paid to you within 30 days of your Start Date. This amount will be subject to applicable taxes and withholdings. The sign-on incentive is not eligible to be used for 401K contributions. Should you voluntarily leave the Company without Good Reason (defined below) or be terminated by the Company for Cause (defined below) before the 12-month anniversary of your Start Date, you agree to repay the sum to the Company within 30 days from your last day of employment with WEX.

Equity:	Subject to approval of the Board, you will be granted a new hire equity award of restricted stock units with a fair market value on the date of grant of $300,000 (the “New-Hire RSU Award”) as soon as practicable after the Start Date and in accordance with the Company’s equity awards process. The New-Hire RSU Award will vest ratably over a three-year period, with one-third vesting on each annual anniversary date of grant, and

	which will be subject to the terms and conditions in the restricted stock unit agreement that you will be required to execute to effectuate the grant.

	In addition, subject to approval of the Board, you will be granted a new hire equity award of performance restricted stock units with a target value of $400,000 based on fair market value on the date of grant (the “New-Hire PRSU Award”) as soon as practicable after the Start Date and in accordance with the Company’s equity awards process. The New-Hire PRSU Award will vest on or about March 20, 2020 and will be measured in accordance with and subject to the metrics incorporated in the WEX 2017 LTIP Grant-PRSU award, originally granted to certain WEX employee participants on March 20, 2017, and subject to the terms and conditions in the 2017 LTIP performance restricted stock unit agreement that you will be required to execute to effectuate the grant.

	In addition, you will be eligible to participate in the Company’s Long Term Incentive Plan program (LTIP) in accordance with the Company’s equity awards process, with an annual target award of $450,000. Annual equity awards, which are typically granted in March of each year, are currently allocated as follows: 60% performance-based restricted stock units (PRSUs), 20% restricted stock units (RSUs), 20% stock options. RSUs and stock options presently vest ratably over a 3-year period; PRSUs vest 0, 0, 100%.

Relocation:	You will be expected to relocate to the South Portland, ME area no later than June 30, 2018. You will receive a relocation package pursuant to the terms of the WEX relocation program, which is managed by Cartus (see separate attachment), with the following modifications: (i) Home Sale Commission and Closing Cost Assistance - (Third Bullet) Reasonable and customary seller closing costs uncapped, (ii) Temporary Living - (First Bullet) Actual and reasonable temporary living expenses reimbursed for you and family for up to six (6) months (Lodging only, including basic cable and internet), (iii) Miscellaneous Expense Allowance (MEA) - (First Bullet) One-time payment of $15,000 - paid after your Start Date; provided that all reimbursements must be made by the end of 2018. If you voluntarily resign without Good Reason (defined below) or are terminated for Cause (defined below) before the 12-month anniversary of your Start Date, you agree to repay 100% of the Relocation Benefits to WEX, and if you voluntarily resign without Good Reason or are terminated for Cause between 12 and 24 months following your Start Date, you agree to repay 50% of the Relocation Benefits to WEX. For the avoidance of doubt, no Relocation Benefits will need to be repaid if you resign or are terminated on or after the 24-month anniversary of your Start Date. Any Relocation Benefits to be repaid to WEX pursuant to this provision shall be due and payable within 10 days following your termination date.

	For the purposes of this letter, "Cause" means termination because of (i) your willful failure to substantially perform your duties as an employee of WEX or any subsidiary thereof (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, embezzlement, gross misconduct, dishonesty or similar conduct, in each case against WEX or any subsidiary thereof, (iii) your conviction of or indictment for a felony or any crime involving moral turpitude, (iv) your gross negligence in

	the perfomance of your duties, or (v) your knowing or grossly negligent violation or threatened violation of any covenant and/or material obligation to WEX or any knowing violation of WEX’s Code of Business Conduct and Ethics. WEX will provide you a written notice that describes the circumstances being relied on for the termination with respect to this paragraph. In the event that WEX terminates your employment without Cause but the Company later discovers evidence not known at the time of termination that would have justified a termination for Cause under this paragraph, the Company may terminate the payment of all amounts due and/or owing to you.

	For the purposes of this letter, “Good Reason” means you resign in response to: (i) any material failure of WEX to fulfill its material obligations under this letter, (ii) a material reduction in your base salary, as the same may be increased during the period of employment, (iii) a material and adverse change to your positions, duties and responsibilities with or to WEX, (iv) the relocation of your primary business office to a location more than 50 miles from Portland, Maine or (v) WEX’s failure to cause this letter to be assumed by any successor to the business of WEX. You will provide WEX a written notice that describes the circumstances being relied on for the termination with respect to this paragraph within sixty (60) days after the event giving rise to the notice. WEX will have sixty (60) days after receipt of such notice to remedy the situation prior to your resignation for Good Reason.

Paid Time Off (PTO):	You will receive 23 days annually (pro-rated based on Start Date, and accruing ratably with each month of employment) and to be taken at such times as the Company shall approve.

Other Benefits:	Except as otherwise set forth In this letter, you will be eligible to participate in any benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. Eligibility date for health and welfare benefits is your Start Date. See the Summary of Benefits document for information on our benefits plans. You will have 30 days from your Start Date to complete your benefit elections. The benefit programs made available by WEX, and the rules, terms and conditions for participation in such benefit plans, may be changed by the Company at any time without advance notice.

Severance:	ln the event that your employment with WEX is terminated by WEX without Cause (as defined above) or by you for Good Reason (as defined above), you will be entitled to receive (in lieu of any payment under WEX’s Severance Pay Plan for Officers or Non-Officers) severance compensation (less applicable federal, state and/or local taxes and all other authorized payroll deductions) in an amount equal to twelve (12) months of your base salary, at the rate in effect at the time of your termination, payable in equal, bi-weekly installments ([in accordance with WEX’s standard payroll practices) over a twelve (12) month calendar period (the “Severance Compensation”). In order to be entitled to any Severance Compensation, you must execute and not revoke a valid and binding settlement and release agreement pertaining to all claims arising out of or in connection with your employment with WEX or its termination in a form satisfactory

	to WEX. WEX’s payment of the Severance Compensation shall commence no later than twenty (20) business days following the later of the effective date of your settlement and release agreement or your last date of employment.

At-Will Employment:	This letter shall not be construed as an agreement, either expressed or implied, to employ you for any stated term, and shall in no way alter WEX’s policy of employment at will, under which both you and the Company remain free to terminate the employment relationship, with or without cause, at any time, with or without notice. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time at the Company’s discretion, the “at-will” nature of your employment may only be changed by a written agreement signed by you and the CEO which expressly states the intention to modify the at-will nature of your employment.