EX-10.1
from 10-Q
2 pages
WEX Inc. Non-Employee Director Compensation Plan Effective October 1, 2024 Originally Adopted December 13, 2014 Annual Cash Retainers the Company Shall Pay Each Non-Employee Board Member the Following Annual Cash Retainer(s) Based Upon His or Her Service. All Payments Hereunder Shall Be Made in Equal Quarterly Amounts. Annual Lead Director Cash Retainer $ 135,000 Annual Director Cash Retainer (Other Than Lead Director and Chairman) $ 85,000 Audit Committee Chair Cash Retainer $ 30,000 Compensation Committee Chair Cash Retainer $ 25,000 Technology Committee Chair Cash Retainer $ 20,000 Finance Committee Chair Cash Retainer $ 20,000 Governance Committee Chair Cash Retainer $ 20,000 Equity Retainers All Directors at the Conclusion of the Annual Stockholders’ Meeting (“Asm”) Shall Be Granted a Number of Restricted Stock Units (“Rsus”) Worth the Equivalent of $215,000 at the Then Current Stock Price. Such Rsus Will Vest Annually. New Director Equity Grants All New Directors Shall Be Granted a Number of Restricted Stock Units (“Rsus”) Worth the Equivalent of $100,000 at the Then Current Stock Price. Such Rsus Are Granted Either (I) at the Next Annual Stockholders’ Meeting After a New Non-Employee Director's Appointment by the Board or (II) Upon Initial Election to the Board by Our Stockholders, Whichever Comes First, and Will Vest on the First Anniversary of the Date of Grant Fee Deferral Directors May Defer All or Part of Their Cash Fees and Equity Retainers Into Deferred Stock Units Which Will Be Payable in Company Shares to the Director Only Upon Termination From Board Service. Expense Reimbursement Directors Are Reimbursed by the Company for Their Out-Of-Pocket Travel and Related Expenses Incurred in Attending All Board and Committee Meetings. Proration of Annual Cash Retainers for New Directors to the Extent a Director Is Appointed at a Time Other Than the Asm, Any Annual Cash Retainers Will Be Prorated
12/34/56
EX-10.5
from 10-Q
4 pages
WEX Inc. 1 Hancock Street Portland, Me 04101 November 7, 2023 Sachin Dhawan 16036 Greenwood Road Monte Sereno, Ca 95030 Dear Sachin, on Behalf of the WEX Leadership Team, I Am Pleased to Offer You the Chief Technology Officer Position Reporting to Melissa Smith With an Expected Start Date of December 4, 2023. Compensation Your Annual Base Salary Will Be Usd$525,000 Paid on a Bi-Weekly Basis, Less Applicable Taxes and Withholdings. the Position Will Be Based in Portland, Me With Travel to Other Offices as Needed. Relocation Assistance Will Be Provided. Annual Cash Incentive You Will Be Eligible to Participate in the Company’s Discretionary Short Term Incentive Program (“Stip”) During Your Employment With WEX. Stip Payments Are Awarded on an Annual Basis at the Sole Discretion of the Company and Contingent on Achievement of Company Objectives. Beginning in 2024, Your Annual Bonus Target Is 85% of Your Salary (As Defined in the Relevant Stip Documentation, as Amended From Time to Time). the Company Reserves the Right in Its Sole Discretion to Make Modifications to or to Discontinue the Program at Any Time. Annual Equity Incentive You Will Be Eligible for Future Long Term Incentive Plan (Ltip) Grants, However, They Are Not Guaranteed. the Annual Target Ltip Award for Your Role Is Usd$2,328,750. All Grants, Including Your One-Time Grants (Below), Are Subject to Approval by the WEX Board of Directors and the Terms and Conditions of WEX’s 2019 Equity and Incentive Plan, as Amended, and Applicable Unit Award Agreement(s). Total Target Compensation: Usd$3,300,000 Subject to Board Approval
12/34/56
