AMENDED AND
RESTATED
WRIGHT EXPRESS CORPORATION EXECUTIVE
DEFERRED COMPENSATION PLAN
Wright Express
Corporation has adopted the Plan set forth herein to provide a
means by which certain employees designated by Wright Express
Corporation for participation may elect to defer receipt of
designated percentages or amounts of their Compensation and to
provide a means for certain other deferrals of
Compensation.
The Plan is
intended to be “a plan which is unfunded and is maintained by
an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees” within the meaning of Sections 201(2) and
301(a)(3) of the Employee Retirement Income Security Act of 1974
(“ERISA”), and shall be interpreted and administered in
a manner consistent with such intent. With respect to Compensation
deferred on or after January 1, 2005, the Plan shall be
administered in a manner consistent with the applicable
requirements of Code Section 409A and the guidance published
thereunder by the U.S. Department of Treasury.
Wherever used
herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the
context:
2.1
Account means, for each
Participant, the account established for his or her benefit under
Section 5.1.
2.2 Adoption
Agreement means the
agreement between Wright Express Corporation and Merrill Lynch (or
other service provider) containing certain terms of the Plan and
entered into as of the Effective Date, as the same may be amended
from time to time. The Adoption Agreement shall be considered part
of the Plan document.
2.3 Change of
Control Transaction means
any transaction or series of transactions that constitutes a
“Change in Control” as defined in Section 2(g) of the
2005 Equity and Incentive Plan.
2.4
Code means the Internal
Revenue Code of 1986, as amended from time to time. Reference to
any section or subsection of the Code includes reference to any
comparable or succeeding provisions of any legislation which
amends, supplements or replaces such section or
subsection.
2.5
Compensation has the
meaning set forth in the Adoption Agreement.
2.6 Effective
Date means January 1, 2009, for this amendment and
restatement of the Plan, and February 22, 2005, the
date on which the Plan first becomes became effective , for the Plan as originally adopted
.
2.7 Election
Form means the
participation election form as approved and prescribed by the Plan
Administrator.
2.8 Elective
Deferral means the portion
of Compensation which is deferred by a Participant under
Section 4.1.
2.9 Eligible
Employee has the meaning
means each employee
of the Employer who satisfies the criteria set forth in the Adoption Agreement.
2.10
Employer means Wright
Express Corporation or any successor to all or a major portion of
the Employer’s assets or business which assumes the
obligations of the Employer, and each other entity that is
affiliated with Wright Express Corporation which adopts the Plan
with the consent of the Employer.
2.11
ERISA means the Employee
Retirement Income Security Act of 1974, as amended from time to
time. Reference to any section or subsection of ERISA includes
reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or
subsection.
2.12
Incentive Deferral means a
discretionary additional deferral of Compensation made by the
Employer for the benefit of a Participant as described in
Section 4.3.
2.13
Insolvent means either
(i) the Employer is unable to pay its debts as they become
due, or (ii) the Employer is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.
2.14 Matching
Deferral means a deferral
for the benefit of a Participant as described in Section
4.2.
2.15
Participant means any
individual who participates in the Plan in accordance with
Article 3.
2.16
Plan means this Wright
Express Corporation Executive Deferred Compensation Plan, as
amended from time to time, including the provisions of
any the Adoption Agreement , which are incorporated
therein.
2.17 Plan
Administrator means the
person, persons or entity designated by Wright Express Corporation
in the Adoption Agreement or in
another instrument to administer the Plan and to serve
as the agent for Wright Express Corporation with respect to the
Plan and Trust as contemplated by the agreement establishing the
Trust. If no such person or entity is so serving at any time, the
Employer shall be the Plan Administrator.
2.18 Plan
Year means a calendar year the 12-month period set forth in the Adoption
Agreement.
2.19 Total
and Permanent Disability means the inability of a Participant to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for
a continuous period of not less than 12 months, and the
permanence and degree of which shall be supported by medical
evidence satisfactory to the Plan Administrator.
2.20
Trust means the trust, if
any, established by the Employer that identifies the Plan as a plan
with respect to which assets are to be held by the
Trustee.
2.21
Trustee means the trustee
or trustees under the Trust.
2.22 Year of Service
means the
computation period and related service requirement set forth in the
Adoption Agreement.
3.1
Commencement of Participation
Any Eligible
Employee who elects to defer part of his or her Compensation in
accordance with Section 4.1 shall become a Participant in the
Plan as of the date such deferrals commence in accordance with
Section 4.1. Any Eligible Employee who is not already a
Participant and whose Account is credited with an Incentive
Deferral shall become a Participant as of the date such amount is
credited.
3.2 Continued
Participation
A Participant in
the Plan shall continue to be a Participant so long as any amount
remains credited to his or her Account. Notwithstanding the
foregoing, Participation in respect of any calendar year is not a
guarantee of participation in respect of any future calendar
year.
ARTICLE
4-ELECTIVE, MATCHING AND INCENTIVE DEFERRALS
An individual
who is an Eligible Employee on the Effective Date may, by
completing an Election Form and filing it with the Plan
Administrator within 30 days following the Effective Date,
elect to defer a percentage or dollar amount of one or more
payments of Compensation, on such terms as the Plan Administrator
may permit, for services to be
performed which are
payable to the Participant after the date on which the
individual files the Election Form. Any individual who becomes an
Eligible Employee after the Effective Date may, by completing an
Election Form and filing it with the Plan Administrator within
30 days following the date on which the Plan Administrator
gives such individual written notice that the individual is an
Eligible Employee, elect to defer a percentage or dollar amount of
one or more payments of Compensation, on such terms as the Plan
Administrator may permit, for
services to be performed which are payable to the Participant
after the date on which the individual files the Election Form. Any
Eligible Employee who has not otherwise initially elected to defer
Compensation in accordance with this paragraph 4.1 may elect to
defer a percentage or dollar amount of one or more payments of
Compensation, on such terms as the Plan Administrator may permit,
for services to be
performed commencing with
Compensation paid in the next succeeding Plan Year, by
completing an Election Form prior to the first day of such
succeeding Plan Year. In the case of
commissions, services are deemed performed in the year in which the
customer pays the Employer. In addition, a Participant
may defer all or part of the amount of any elective deferral or
matching contribution made on his or her behalf to the
Employer’s 401(k) plan for the prior Plan Year that is
treated as an excess deferral, an excess contribution or otherwise
limited by the application of the limitations of sections 401(k),
401(m), 415 or 402( g
q ) of the Code, so long
as the Participant so indicates on an Election Form. A
Participant’s Compensation shall be reduced in accordance
with the Participant’s election hereunder and amounts
deferred hereunder shall be paid by the Employer to the Trust as
soon as administratively feasible and credited to the
Participant’s Account as of the date the amounts are received
by the Trustee.
An election to
defer Compensation for any Plan Year shall be irrevocable for such year and shall
apply for subsequent Plan Years unless changed or revoked. A
Participant may change or revoke his or her deferral election on a
prospective basis as of the first day of any Plan Year by giving
written notice to the Plan Administrator before such first day (or
by any earlier date as the Plan Administrator may
prescribe).
At the
Employer’s sole discretion, the Employer may make Matching
Deferrals at a rate established by the Employer and set forth in the Adoption Agreement.
Each Matching Deferral will be credited, as of the later of the
date it is received by the Trustee or the date the Trustee receives
from the Plan Administrator such instructions as the Trustee may
reasonably require to allocate the amount received among the asset
accounts maintained by the Trustee.
In addition to
other amounts deferred under the Plan, the Employer may, in its
sole discretion, select one or more Eligible Employees to
have receive an Incentive Deferral
allocated to his or her
Account on such terms as the Employer shall specify at the time it
defers such amount
makes the contribution.
For example, the Employer may credit an amount to a
Participant’s Account and condition the payment of that
amount and accrued earnings thereon upon the Participant remaining
employed by the Employer for an additional specified period of
time. If the Employer does not specify a method of distribution,
the Incentive Deferral , to the
extent vested, shall be distributed in a manner
consistent with the election last made by the particular Participant under Section 7.1 prior to the year in which the Incentive Deferral
is made . The Employer, in its discretion, may permit
the Participant to designate a distribution schedule for a
particular Incentive Deferral provided that such designation is
made under the timing rules of
Section 4.1 as if the Participant were making an Elective
Deferral prior to the
time that the Employer finally determines that the Participant will
receive the Incentive Deferral .
The Plan
Administrator shall establish an Account for each Participant
reflecting Elective Deferrals, Matching Deferrals and Incentive
Deferrals made for the Participant’s benefit together with
any adjustments for income, gain or loss and any payments from the
Account. The Plan Administrator may cause the Trustee to maintain
and invest separate asset accounts corresponding to each
Participant’s Account. The Plan Administrator shall establish
sub-accounts for each Participant that has more than one election
in effect under Section 7.1 and such other sub-accounts as are
necessary for the proper administration of the Plan. As of the last
business day of each calendar quarter, the Plan Administrator shall
provide the Participant with a statement of his or her Account
reflecting the income, gains and losses (realized and unrealized),
amounts of deferrals, and distributions of such Account since the
prior statement.
The assets of
the Trust shall be invested in such investments as the Trustee
shall determine. The Trustee may (but is not required to) consider
the Employer’s or a Participant’s investment
preferences when investing the assets attributable to a
Participant’s Account.
A Participant
shall be immediately vested in, i.e. , shall have a
nonforfeitable right to, all Elective Deferrals, and all income and
gain attributable thereto, credited to his or her Account. A
Participant shall become vested in the portion of his or her
Account attributable to Matching Deferrals or Incentive Deferrals and income and
gain attributable thereto in accordance with the schedule set forth
in the Adoption Agreement, subject to earlier vesting in accordance
with Sections 6.3, 6.4, and 6.5.
For purposes of
applying any
the vesting schedule in
the Adoption Agreement, a Participant shall be considered to have
completed a Year
year of Service service for each complete year of
full-time service with the Employer or an Affiliate, measured from
the Participant’s first date of such employment, unless the
Employer also maintains a 401(k) plan that is qualified under
section 401(a) of the Internal Revenue Code in which the
Participant participates, in which case any the rules governing vesting service
under that plan shall also be controlling under this
Plan.
A Participant
shall become fully vested in his or her Account immediately prior
to a Change in
of Control of the
Employ
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