Common use of Termination by the Company Due to Death or Disability Clause in Contracts

Termination by the Company Due to Death or Disability. In the event of Employee’s death during the Term, this Agreement and the employment of Employee hereunder shall terminate automatically as of the date of death, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. In the event of Employee’s Disability (as hereinafter defined) for ninety (90) consecutive calendar days or one hundred and twenty (120) calendar days in the aggregate during any twelve (12) months of the Term, the Company shall have the right, by written notice to Employee, to terminate this Agreement and the employment of Employee hereunder as of the date of such notice, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. “Disability” for the purposes of this Agreement shall (A) be determined by an independent physician selected by the Company and (B) mean Employee’s physical or mental disability so as to render Employee substantially incapable, despite reasonable accommodations, of carrying out Employee’s duties under this Agreement. In the event of termination pursuant to this Section 7.1, the Company shall not be under any further obligation to Employee hereunder except to promptly pay Employee (i) salary and benefits accrued and unpaid up to the date of termination, (ii) any earned but unpaid Bonus, if any, with respect to any completed fiscal year immediately preceding the date of termination pursuant to Section 3.2 hereof, (iii) reimbursement for expenses accrued and payable under Section 5 hereof, and (iv) if the termination is due to Disability, (A) payment of Employee’s monthly Base Salary on the Company’s regularly scheduled payrolls during each of the 3 months immediately following termination, but in no event shall any such amount be paid later than two and one-half months after the last day of the year in which the corresponding amount of such payment if not yet received has ceased to be subject to a substantial risk of forfeiture within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (B) payment or reimbursement of the premium for any COBRA benefits Employee elects through Company for a period of six months from the date of termination.

Termination by the Company Due to Death or Disability. In The Executive’s employment will end upon his death while employed. The Company may terminate the event of EmployeeExecutive’s death during employment at any time due to the Term, this Agreement and the employment of Employee hereunder shall terminate automatically Executive’s inability to perform his functions due to disability as of the date of death, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. In the event of Employee’s Disability (as hereinafter defined) for ninety (90) consecutive calendar days or one hundred and twenty (120) calendar days in the aggregate during any twelve (12) months of the Term, the Company shall have the right, by written notice to Employee, to terminate this Agreement and the employment of Employee hereunder as of the date of such notice, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. “Disability” for the purposes of this Agreement shall (A) be determined by an independent physician selected by the Company and (B) mean Employee’s physical under Section 409A(a)(2)(C). On either death or mental disability so as to render Employee substantially incapable, despite reasonable accommodations, of carrying out Employee’s duties under this Agreement. In the event of termination pursuant to this Section 7.1disability, the Company Executive or his heirs shall not be under any further obligation to Employee hereunder except to promptly pay Employee receive (i) salary and benefits accrued and unpaid up to the date of terminationAccrued Obligations, (ii) any earned but unpaid Bonus, if any, vested benefits in accordance with respect to any completed fiscal year immediately preceding the date applicable benefit plans and programs of termination pursuant to Section 3.2 hereof, the Company as in effect and (iii) reimbursement for expenses accrued the bonus components described in Sections 7(b)(ii) and payable 7(b)(iii) (under I or II as applicable), the bonus components being paid at the same time as though he had remained employed. No other severance is due on such termination. 8. The following Section 7.g shall be added following Section 7.f: If the Executive’s employment with the Company ends due to either a without Cause termination by the Company under Section 5 hereof7.b or a resignation by Executive for Good Reason under Section 7.c within the time period beginning 90 days before a Change in Control (as defined in the WEX Inc. Amended 2010 Equity and Incentive Plan) and ending 365 days after a Change in Control, then, in addition to the Accrued Obligations and vested benefits in accordance with the applicable benefit plans and programs of the Company as in effect, and contingent on compliance with the release requirements of Section 7.f below, the Executive shall receive the following (ivin lieu of any amounts set forth in Sections 7.b or 7.c): (i) if 24 months of the termination is due to Disability, (A) payment of EmployeeExecutive’s monthly Base Salary on as in effect immediately before the Termination Date payable, at the Company’s regularly scheduled payrolls during each option, in either one lump sum or in equal installments not less frequently than once per month over a twelve month period commencing at the time set forth in Section 7.f hereof; (ii) a lump sum amount equal to the present value of WEX’s share of the 3 months immediately following termination, but cost of Executive’s medical and dental insurance premiums for a twenty-four (24) month period payable at the time set forth in no event shall any such amount be paid later than two and one-half months after the last day of Section 7.f hereof; (iii) Executive’s target bonus based on Executive’s Bonus Opportunity for the year in which the corresponding amount termination of such payment if employment occurred, multiplied by 200%, and payable, at the Company’s option, in either one lump sum or in equal installments not yet received less frequently than once per month over a twelve month period commencing at the time set forth in Section 7.f hereof. The Parties understand and agree that Sections 7.b and 7.c shall continue and remain in full force and effect in connection with any applicable termination occurring more than 90 days before a Change in Control or more than 365 days after a Change in Control. 9. Section 10 of the Employment Agreement is hereby amended to change the notice address for the Company to the following: WEX Inc. 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx, SVP & General Counsel 10. Section 17 of the Employment Agreement is hereby amended to delete the clause in the parentheses on the twelfth (12th) through fourteenth (14th) lines of that section (which states, “(until, while employed, he has ceased to be potentially eligible for severance hereunder and subject to a substantial risk of forfeiture within the meaning last sentence of Section 409A 1)”). For the avoidance of doubt, the Parties understand and agree that, notwithstanding Section 17 of the Internal Revenue Code of 1986, Employment Agreement as amended herein, the Noncompetition, Nonsolicitation, Confidentiality, and Inventions Agreement dated as of October 16, 2015, made by and between EFS and the Executive (the “Code”and amended as of November __, 2017), shall continue and (B) payment or reimbursement remain in full force and effect in accordance with its terms. 11. Section 19 of the premium for any COBRA benefits Employee elects through Company for a period of six months from Employment Agreement is hereby amended by deleting the date of termination.entire present text thereof and replacing in its stead the following:

Termination by the Company Due to Death or Disability. In the event of Employee’s 's death during the Term, this Agreement and the employment of Employee hereunder shall terminate automatically as of the date of death, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. In the event of Employee’s 's Disability (as hereinafter defined) for ninety (90) consecutive calendar days or one hundred and twenty (120) calendar days in the aggregate during any twelve (12) months of the Term, the Company shall have the right, by written notice to Employee, to terminate this Agreement and the employment of Employee hereunder as of the date of such notice, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. “Disability” "DISABILITY" for the purposes of this Agreement shall (A) be determined by an independent physician selected by the Company and (B) mean Employee’s 's physical or mental disability so as to render Employee substantially incapable, despite reasonable accommodations, of carrying out Employee’s 's duties under this Agreement. In the event of termination pursuant to this Section 7.1, the Company shall not be under any further obligation to Employee hereunder except to promptly pay Employee (i) salary and benefits (and Bonuses, if any) accrued and unpaid payable up to the date of termination, (ii) any earned but unpaid Bonus, if any, with respect to any completed fiscal year immediately preceding the date of termination pursuant to Section 3.2 hereof, (iii) reimbursement for expenses accrued and payable under Section 5 hereof, and (iviii) if the termination is due to Disability, (A) payment of Employee’s 's monthly Base Salary on the Company’s last regularly scheduled payrolls during payroll of each of the 3 months immediately following termination, but in no event shall any such amount be paid later than two termination and one-half months after the last day of the year in which the corresponding amount of such payment if not yet received has ceased to be subject to a substantial risk of forfeiture within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (B) payment or reimbursement of the premium for any COBRA benefits Employee elects through Company for a period of six months from the date of termination.

Termination by the Company Due to Death or Disability. In The employment of Eibl shall, at the option of the Company, terminate immediately in the event of Employee’s his death during the Termor permanent disability, this Agreement and the employment of Employee hereunder shall terminate automatically as of the date of death, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. In the event of Employee’s Disability (as hereinafter defined) for ninety (90) consecutive calendar days or one hundred and twenty (120) calendar days in the aggregate during any twelve (12) months of the Term, which case notice in writing from the Company shall have the right, by written notice be sent to Employee, to terminate this Agreement and the employment of Employee hereunder as of the date of such notice, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. “Disability” for the purposes of this Agreement shall (A) be determined by an independent physician selected by the Company and (B) mean Employee’s physical Eibl or mental disability so as to render Employee substantially incapable, despite reasonable accommodations, of carrying out Employee’s duties under this Agreementhis legal representative. In the event of termination by the Company due to death, Eibl’s estate will continue to be paid the remaining portion of the Aggregate Compensation in installments through December 31, 2004 as if the termination of the employment of Eibl pursuant to this Section 7.15(d) had not occurred. In the event of termination by the Company due to permanent disability, the Company shall not be under any further obligation to Employee hereunder except to promptly pay Employee take all reasonable efforts so that Eibl (i) salary receives payments equal to the remaining portion of the Aggregate Compensation through December 31, 2004, as if the termination of the employment of Eibl pursuant to this Section 5(d) had not occurred (whether through his receipt of any disability benefit payments to which he may be entitled under any disability insurance programs maintained by the Company in which he is a participant or through his receipt of full or partial payments of such amounts pursuant to this Agreement), and benefits accrued and unpaid up (ii) receives disability benefit coverage under such disability insurance program after the expiration of the Term of this Agreement. Except to the extent provided in the preceding sentence, Eibl shall be entitled to no additional compensation under this Agreement following the date of termination under this Section 5(d), other than the remaining Aggregate Compensation earned through the date of termination. For purposes of this Agreement “permanent disability” shall mean an illness, (ii) any earned but unpaid Bonusdisease, if anymental or physical disability or other causes beyond Eibl’s control which makes Eibl incapable of discharging his duties or obligations hereunder, with respect or causes Eibl to any completed fiscal year immediately preceding fail in the date performance of termination pursuant to Section 3.2 hereofhis duties hereunder, (iii) reimbursement for expenses accrued and payable under Section 5 hereof, and (iv) if the termination is due to Disability, (A) payment of Employee’s monthly Base Salary on the Company’s regularly scheduled payrolls during each of the 3 months immediately following termination, but in no event shall any such amount be paid later than two and one-half months after the last day of the year in which the corresponding amount of such payment if not yet received has ceased to be subject to a substantial risk of forfeiture within the meaning of Section 409A of the Internal Revenue Code of 1986six consecutive months, as amended (determined in good faith by the “Code”), and (B) payment or reimbursement Board based on a report of a physician selected in good faith by the premium for any COBRA benefits Employee elects through Company for a period of six months from the date of terminationBoard.

Termination by the Company Due to Death or Disability. In the event of Employee’s death during the Term, this Agreement and the employment of Employee hereunder shall terminate automatically as of the date of death, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. In the event of Employee’s Disability (as hereinafter defined) for ninety (90) consecutive calendar days or one hundred and twenty (120) calendar days in the aggregate during any twelve (12) months of the Term, the Company shall have the right, by written notice to Employee, to terminate this Agreement and the employment of Employee hereunder as of the date of such notice, except that Sections 9, 10, 11, 12, and 13 shall survive such termination. “Disability” for the purposes of this Agreement shall (A) be determined by an independent physician selected by the Company and (B) mean Employee’s physical or mental disability so as to render Employee substantially incapable, despite reasonable accommodations, of carrying out Employee’s duties under this Agreement. In the event of termination pursuant to this Section 7.1, the Company shall not be under any further obligation to Employee hereunder except to promptly pay Employee (i) salary and benefits (and Bonuses, if any) accrued and unpaid payable up to the date of termination, (ii) any earned but unpaid Bonus, if any, with respect to any completed fiscal year immediately preceding the date of termination pursuant to Section 3.2 hereof, (iii) reimbursement for expenses accrued and payable under Section 5 hereof, and (iviii) if the termination is due to Disability, (A) payment of Employee’s monthly Base Salary on the Company’s regularly scheduled payrolls during each of the 3 months immediately following termination, but in no event shall any such amount be paid later than two termination and one-half months after the last day of the year in which the corresponding amount of such payment if not yet received has ceased to be subject to a substantial risk of forfeiture within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (B) payment or reimbursement of the premium for any COBRA benefits Employee elects through Company for a period of six months from the date of termination.