0001193125-13-077864 Sample Contracts

Award Agreement – Restricted Stock Units
Award Agreement • February 27th, 2013 • Wageworks, Inc. • Services-business services, nec • California

This Award Agreement – Restricted Stock Units, including the Terms and Conditions of Restricted Stock Unit Award attached hereto as Exhibit A (the “Agreement”) includes the following summary of certain terms of your Award. If there is any discrepancy between this Agreement and the Plan, the Plan shall control. All terms and conditions not defined herein shall have the same meaning as defined in the Plan. Notwithstanding anything herein, if your written employment or service agreement with the Company (or the Parent or Subsidiary employing or retaining you) provides for more favorable vesting or exercise terms, the more favorable terms shall control.

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CREDIT AGREEMENT Dated as of December 31, 2012 Among WAGEWORKS, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors UNION BANK, N.A., as Administrative Agent and L/C Issuer, and THE OTHER LENDERS PARTY HERETO
Credit Agreement • February 27th, 2013 • Wageworks, Inc. • Services-business services, nec • California

CREDIT AGREEMENT (this “Agreement”) is entered into as of December 31, 2012, among WAGEWORKS, INC., a Delaware corporation (“Borrower”), each Guarantor (as defined herein) from time to time party hereto, of Lender (as defined herein) from time to time party hereto, UNION BANK, N.A., as Administrative Agent and L/C Issuer.

Award Agreement – Stock Options
Award Agreement • February 27th, 2013 • Wageworks, Inc. • Services-business services, nec • California

This Award Agreement – Stock Options, including the Terms and Conditions of Stock Options attached hereto as Exhibit A (the “Agreement”) includes the following summary of certain terms of your Award. If there is any discrepancy between this Agreement and the Plan, the Plan shall control. All terms and conditions not defined herein shall have the same meaning as defined in the Plan. Notwithstanding anything herein, if your written employment or service agreement with the Company (or the Parent or Subsidiary employing or retaining you) provides for more favorable vesting or exercise terms, the more favorable terms shall control.

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