Common use of Without Cause Termination and Constructive Discharge Clause in Contracts

Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, WEX will pay the Executive (or her surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum cash payment equal to the sum of the Executive’s then current Base Salary plus her then current target Incentive Compensation Award, multiplied by 100% and (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination. In addition, upon such event, those of the Executive’s outstanding and unvested WEX stock options and WEX restricted stock units which would have otherwise become vested between the date of termination of employment and the first anniversary of such date of termination of employment (without regard for performance-based vesting criteria) will become immediately vested. In addition, in the event that the Executive elects to continue medical and dental benefits pursuant to COBRA, for the first 12 months of such coverage, the Executive’s cost will be no greater than the cost applicable to active full time employees of WEX.

Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, WEX will pay the Executive (or her his surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum cash payment equal to the sum of the Executive’s then current Base Salary plus her his then current target Incentive Compensation Award, multiplied by 100200% and (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination. In addition, upon such event, those of the Executive’s outstanding and unvested WEX stock options and WEX restricted stock units which would have otherwise become vested between the date of termination of employment and the first second anniversary of such date of termination of employment (without regard for performance-based vesting criteria) will become immediately vested. In addition, in the event that the Executive elects to continue medical and dental benefits pursuant to COBRA, for the first 12 months of such coverage, the Executive’s cost will be no greater than the cost applicable to active full time employees of WEX. Nothing contained herein is intended to limit any of the Executive’s vested benefits under any WEX benefit plan or program.