WEX (WEX) 10-Q2013 Q1 Quarterly report

Filed: 2 May 13, 12:00am

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Confidential Materials omitted and filed seperately with the

Securities and Exchange Commission. Double asterisks denote omissions.

Exhibit 10.2

EXHIBIT A

2013 FleetOne Integration Long-Term Incentive Program

Award Date:

March 15, 2013

Unit Allocation Ratio:

100% Performance Based Restricted Stock Units

Vesting Schedule:

50% of the award vests on March 15, 2014 based on achievement of the 2013 performance metrics listed below and 50% of the award vests on March 15, 2015 based on the achievement of the 2014 performance metrics.

2013 Performance-Based Restricted Stock Unit Calculations:

The number of PSUs vesting under this 2013 FleetOne Integration Grant Program is based on the following:


	Payout %⁽¹⁾⁽⁵⁾			*EBITDA (40%)⁽²⁾*						PPG Adj Revenue Adj (30%)⁽³⁾						*SYNERGIES* *(30%)⁽⁴⁾*
				Perf Level⁽³⁾			*$(,000)*			Perf Level⁽³⁾			*$(,000)*			Perf Level⁽³⁾			*$(,000)*
Threshold		25	%		85.0	%	$	[**	]		85.0	%	$	[**	]		80.0	%	$	[**	]
Target		100	%		100.0	%	$	[**	]		100.0	%	$	[**	]		100.0	%	$	[**	]
*Max*		200	%		120.0	%	$	[**	]		120.0	%	$	[**	]		200.0	%	$	[**	]

2014 Performance-Based Restricted Stock Unit Calculations:


	Payout %⁽¹⁾⁽⁵⁾			*EBITDA (40%)⁽²⁾*						PPG Adj Revenue (30%)						*SYNERGIES* *(30%)⁽⁴⁾*
				Perf Level⁽³⁾			*$(,000)*			Perf Level⁽³⁾			*$(,000)*			Perf Level⁽³⁾			*$(,000)*
Threshold		25	%		85.0	%	$	[**	]		85.0	%	$	[**	]		80.0	%	$	[**	]
Target		100	%		100.0	%	$	[**	]		100.0	%	$	[**	]		100.0	%	$	[**	]
*Max*		200	%		120.0	%	$	[**	]		120.0	%	$	[**	]		200.0	%	$	[**	]

(1)

Threshold EBITA performance must be achieved for any PSUs to vest.

(2)

Adjusted EBITDA is defined as 2013 Deal Model EBITDA of $27.8M adjusted by synergy savings, synergy costs,and integration costs, totaling ($3.8M) for 2013

(3)

PPG Adjusted Revenue Full-Year is reported 2013 Revenue for the Americas adjusted for the difference between reported 2013PPG and Board-approved budgeted 2013 PPG of $[**] US.

(4)

Synergy target for 2014 based on Deal Model and represents net synergy savings that are $3.0M incremental to 2013

(5)

Shares granted are ratable between payout levels.

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