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WRIGHT EXPRESS CORPORATION
SEPARATION
AGREEMENT
This
Separation Agreement (the “Agreement”) dated as of
October 23, 2007 (the “Effective Date”) is between
Wright Express Corporation, a Delaware corporation
(“WEX”), and Tod A. Demeter (the
“Executive”).
WHEREAS,
WEX and the Executive are parties to an Employment Agreement made
as of October 28, 2005 (the “Employment
Agreement”); and
WHEREAS,
WEX and the Executive wish to set forth herein the terms upon which
the Executive will, on an amicable basis, separate from WEX.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as
follows:
1. Cessation of
Employment .
(a) The Executive shall, and hereby does, resign as an
employee of WEX and all of its subsidiaries, on
December 3, 2007 (the “Separation Date”).
(b) After the Separation Date, the Executive shall cease to be
employed by WEX, or any of its subsidiaries.
2. Compensation
and Benefits .
(a) During the period from the Effective Date to the
Separation Date, WEX shall continue to pay the Executive his base
salary at the rate currently in effect, in accordance with
WEX’s normal payroll practices.
(b) WEX shall pay to the Executive, as severance, the total
sum of $230,000, in equal installments not less frequently than
once per month. Such payments shall commence on December 14,
2007 and shall be completed prior to March 15, 2008.
(c) The Restricted Stock Units (“RSUs’) and the
Performance-Based Restricted Share Units (“PSUs”)
granted to the Executive under WEX’s 2005 Equity and
Incentive Plan (the “Plan”) shall be treated as
follows:
(i) The 3,333 RSUs granted pursuant to the Award
Agreement dated as of February 22, 2005 between WEX and
the Executive (the “Founder’s Grant Award
Agreement”) that were scheduled to vest on
February 22, 2008 shall become vested and shall be paid
on February 22, 2008 in accordance with and subject to
the terms of the Founder’s Grant Award Agreement. The
remaining unvested RSUs granted pursuant to the Founder’s
Grant Award Agreement shall automatically terminate on the
Separation Date.
(ii) The 813 RSUs and 813 PSUs granted pursuant to
the Award Agreement dated as of March 31, 2006 that were
scheduled to vest on March 31, 2008 shall become vested
and shall be paid on March 31, 2008 in accordance with
and subject to the terms of the 2006 Award Agreement. The remaining
unvested RSUs and PSUs granted pursuant to the 2006 Award Agreement
shall automatically terminate on the Separation Date.
(iii) The 948 RSUs and 948 PSUs granted pursuant to
the Award Agreement dated as of March 30, 2007 that were
scheduled to vest on March 30, 2008 shall become vested
and shall be paid on March 30, 2008 in accordance with
and subject to the terms of the 2007 Award Agreement;
provided , however , that such PSUs shall then become
vested only to the extent WEX achieves the performance targets set
forth in the Executive’s 2007 Long-Term Incentive Program
Award Agreement. The remaining unvested RSUs and PSUs granted
pursuant to the 2007 Award Agreement shall automatically terminate
on the Separation Date.
This treatment of RSU and
PSU grants is contingent upon the Executive’s active support
of a smooth transition of knowledge and duties to his successor,
including being reasonably available to answer questions and
provide information regarding WEX IT systems. In addition, the
Executive will be reasonably available to the CEO and others to
effectuate a smooth transition of duties for four months after the
Separation Date. The foregoing shall not unreasonably interfere
with the Executive’s duties to any successor employer or to
self employed contract work.
(d) The Executive shall, until the Separation Date, continue
to participate in WEX’s employee benefit plans offered
generally to employees on the same basis as the Executive currently
participates in such plans.
(e) The Executive shall be paid for all accrued and unused
paid time off as of the Separation Date. Executive acknowledges
that, after the Separation Date, he may elect to continue certain
benefits at his own cost through the federal law known as
COBRA.
(f) The Executive may continue, until February 29, 2008,
to use the automobile and until March 31, 2008 to use the AYCO
financial counseling program made available to him by WEX on the
same terms such use is currently being made available to the
Executive.
(g) Following the Separation Date, there shall be distributed
to the Executive all amounts deferred by the Executive pursuant to
the WEX Executive Deferred Compensation Plan, in accordance with
the election he has previously made under such plan.
3. Release .
In consideration of the benefits provided under this Agreement, and
as a condition to receipt of the benefits herein, the Executive
shall sign and deliver to WEX a General Release in the form
attached hereto as Exhibit A (the “General
Release”).
4. Employment
Agreement . As of the Effective Date, the Employment Agreement
shall terminate and be of no further force or effect in any
respect; provided , however , that (a) the
provisions of Section IX shall survive and shall remain in
full force and effect in accordance with their terms, (b) if
the Executive’s employment with WEX terminates prior to the
Separation Date due to a Termination for Cause (as defined in the
Employment Agreement), then, at the election of WEX, this Agreement
shall be null and void in all respects and the Executive’s
rights upon such termination shall be governed by the terms of the
Employment Agreement, (c) if the Executive does not execute
the General Release within 21 days of the Effective Date or
revokes the General Release within the seven-day period contained
therein, WEX’s obligations under Paragraph 2 of this
Agreement shall be null and void.
5. General
.
(a) This Agreement and the General Release contain and
constitute the entire understanding and agreement between the
parties hereto with respect to the cessation of employment of the
Executive with WEX and the payment of benefits in connection
therewith, and supersedes all previous oral and written
negotiations, agreements, commitments, and writings in connection
therewith (except as expressly set forth in Section 4 above).
The payments and benefits due to the Executive under this Agreement
are in lieu of any other severance benefits payable to Executive
under any severance plan or policy of WEX or its affiliates or any
other agreement or arrangement.
(b) The Executive will not be required to mitigate the amount
of any payment provided for hereunder by seeking other reemployment
or otherwise, nor will the amount of any such payment be reduced by
any compensation earned by the Executive as the result of
employment by another employer after the date the Executive’s
employment with WEX terminates.
(c) The Executive acknowledges and agrees that WEX may
directly or indirectly withhold from any payments under this
Agreement all federal, state, city or other taxes that will be
required pursuant to any law or governmental regulation. It is the
intention of the parties that all payments under this Agreement
which are subject to Section 409A of the Internal Revenue Code
shall be administered in order to avoid the imposition of any
increase in the tax due in accordance with
Section 409A(a)(1)(B) and the terms of this Agreement shall be
further amended as necessary in order to avoid such increase on
tax.
(d) This Agreement may not be modified or amended except in
writing signed by the parties. No term or condition of this
Agreement will be deemed to have been waived except when waived in
writing by the party charged with waiver. A waiver will operate
only as to the specific term or condition waived and will not
constitute a waiver for the future or have any impact on anything
other than that which is specifically waived.
(e) This Agreement has been executed and delivered in the
State of Maine and its validity, interpretation, performance and
enforcement will be governed by the internal laws of that
state.
(f) All provisions of this Agreement are intended to be
severable. In the event any provision or restriction contained
herein is held to be invalid or unenforceable
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