0001309108-14-000106 Sample Contracts

Contract
Performance-Based Restricted Stock Unit Agreement • April 30th, 2014 • WEX Inc. • Services-business services, nec • Delaware
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Contract
Restricted Stock Unit Agreement • April 30th, 2014 • WEX Inc. • Services-business services, nec • Delaware
WEX INC.
Performance-Based Restricted Stock Unit Agreement • April 30th, 2014 • WEX Inc. • Services-business services, nec • Delaware

You have been granted, based on the attainment of performance goals in 2016, an award of Performance-Based Restricted Stock Units (“PSUs”) under the terms of the 2010 Equity and Incentive Plan (the “Plan”). The PSUs are sometimes collectively referred to as the “Award.” Attached to this Memorandum is an Agreement which, along with the Plan, governs your Award. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the PSUs granted to you. You should read the Prospectus carefully.

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