SCHEDULE to the dated as of March 10, 2010 between Wright Express Corporation and Barclays Bank PLC (“Party A”) (“Party B”) established as a Corporation under the laws of United States: please specify State established as a Public Limited Company...1992 Isda Master Agreement • April 30th, 2010 • Wright Express CORP • Services-business services, nec • New York
TO: [Name of Grantee] (the “Grantee”) FROM: Michael E. Dubyak, Chairman & CEO SUBJECT: 2010 Growth Grant — Restricted Stock Unit Agreement DATE: March 3, 2010Restricted Stock Unit Award Agreement • April 30th, 2010 • Wright Express CORP • Services-business services, nec • Delaware
You have been granted, under the 2010 Growth Grant Long Term Incentive Program document attached as Exhibit B (“LTIP”), an award of Restricted Stock Units (“RSUs”) under the terms of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and LTIP, which is established pursuant to the Plan (the RSUs are collectively referred to as the “Award”). Attached to this Memorandum is an Agreement which, along with the Plan document and LTIP, governs your Award. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the RSUs granted to you. You should read the Prospectus carefully.
ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA MASTER AGREEMENT dated as of July 18, 2007 between WACHOVIA BANK, NATIONAL ASSOCIATION (“Party A”) and WRIGHT EXPRESS CORPORATION (“Party B”)Isda Master Agreement • April 30th, 2010 • Wright Express CORP • Services-business services, nec
This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above (this “Agreement”), is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
TO: [Name of Grantee] FROM: Michael E. Dubyak, Chairman & CEO SUBJECT: 2010 Growth Grant – Performance-Based Restricted Stock Unit Agreement DATE: March 2, 2010Restricted Stock Unit Award Agreement • April 30th, 2010 • Wright Express CORP • Services-business services, nec • Delaware
You have been granted, based on the attainment of performance goals in 2012, an award of Performance-Based Restricted Stock Units (“PSUs”) under the terms of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and the 2010 Growth Grant Long Term Incentive Program (“LTIP”), which is established pursuant to the Plan (the PSUs are collectively referred to as the “Award”). Attached to this Memorandum is an Agreement which, along with the Plan document and LTIP, governs your Award. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the PSUs granted to you. You should read the Prospectus carefully.
ISDA MASTER CONSOLIDATION AND AMENDMENT AGREEMENT (the “Agreement”) dated as of March 23, 2010Isda Master Consolidation and Amendment Agreement • April 30th, 2010 • Wright Express CORP • Services-business services, nec
This Agreement is entered into in connection with the merger (“Merger”) of Wells Fargo Bank, N.A. (“Wells Fargo Bank”) and Wachovia Bank, N.A. (“Wachovia Bank”), which Merger occurred on March 20, 2010. The survivor of the Merger was named Wells Fargo Bank, N.A.
FIRST AMENDMENTFirst Amendment • April 30th, 2010 • Wright Express CORP • Services-business services, nec • New York
THIS FIRST AMENDMENT, dated as of March 23, 2010 (the “Amendment”) to the Schedule (“Schedule”) to the Master Agreement dated as of July 18, 2007 (the “Agreement”) between WELLS FARGO BANK, N.A. (formerly known as Wachovia Bank, National Association) (“Party A”) and WRIGHT EXPRESS CORPORATION (“Party B”). The Agreement includes the Schedule, the Credit Support Annex (which shall become effective as of the date of the First Amendment) and all Confirmations exchanged between the parties confirming the Transactions (or Swap Transactions) thereunder. In consideration of the agreements and provisions herein contained and in reliance on the representations contained herein, the parties have agreed to amend the Agreement by this Amendment.
TO: [Name of Grantee] (the “Grantee”) FROM: Robert C. Cornett, SVP, Human Resources SUBJECT: 2010 Growth Grant —Nonstatutory Stock Option Agreement DATE: March 3, 2010Nonstatutory Stock Option Agreement • April 30th, 2010 • Wright Express CORP • Services-business services, nec • Delaware
You have been granted, pursuant to the Company’s 2010 Growth Grant — Long Term Incentive Program document attached as Exhibit B (“LTIP”), a nonstatutory stock option (the “Option”) under the terms of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”). Attached to this Memorandum is an Agreement which, along with the Plan, governs your Option. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the Option granted to you. You should read the Prospectus carefully.
