Base Salary and Target Bonus

On February 26, 2013, the compensation committee (the "Committee") of the Board of Directors ("Board") of WageWorks, Inc. (the "Company") approved increases effective March 1, 2013, to the annual base salary and effective January 1, 2013, to the target bonus (expressed as a percentage of base salary) payable under the Company's 2013 Bonus Plan for the Company's principal executive officer, principal financial officer and other named executive officers as set forth in the chart below. Each named executive officer could receive bonus amounts under the 2013 Bonus Plan up to 133.75% of his or her target amount if the Company exceeds its target performance objectives in 2013. A copy of the 2013 Bonus Plan is filed with the Commission as Exhibit 10.28 to our Form 10-K (File No. 001-35232) on February 27, 2013.

Officer                        Title                        Base Salary        Target Bonus
Joseph L. Jackson              Chief Executive Officer     $     600,000                 100 %
Richard T. Green               Chief Financial Officer     $     330,000                  60 %
Edgar O. Montes                Chief Operating Officer     $     320,000                  60 %
Kimberly L. Jackson            Senior Vice President,
                               General Counsel &
                               Corporate Secretary         $     310,000                  60 %

Equity Incentive Awards

On February 26, 2012, the Committee approved awards of options to purchase
shares of our common stock and awards of restricted stock units (the "RSUs"), in
each case, which will become effective on March 6, 2013, to our principal
executive officer, principal financial officer and other named executive
officers as set forth in the table below.(1)



                                                                  Stock              RSUs
Officer                         Title                         Options(2)(5)        (3)(4)(5)
Joseph L. Jackson               Chief Executive Officer              125,000           60,000
Richard T. Green                Chief Financial Officer               50,000           25,000
Edgar O. Montes                 Chief Operating Officer               50,000           25,000
Kimberly L. Jackson             Senior Vice President,
                                General Counsel &
                                Corporate Secretary                   50,000           25,000

(1) Awards of stock options and RSUs are governed by our 2010 Equity Incentive Plan, as amended and restated (the "Plan"), a copy of which was filed with the Commission as Exhibit 10.2 to our Registration Statement on Form S-1/A (File No. 333-173709) on July 19, 2011, and the forms of award agreements approved for use thereunder, copies of which were filed with the Commission as Exhibits 10.29 and 10.30 to our Form 10-K (File No. 001-35232) on February 27, 2013.

(2) Stock options have an exercise price equal to the closing price per share of our common stock on March 6, 2013. Stock options will vest as to 25% of the options on the first anniversary of the effective date and an additional 1/48th of the total options will vest on each of the 36 succeeding monthly anniversaries following the first anniversary of the effective date. The vesting of stock options is contingent on the recipient's continued status as our service provider as of each applicable vesting date.

(3) RSUs will be eligible to vest in the first quarter of the 2016 calendar year based on the Company's achievements against its (A) average annual EBITDA margin target for the performance period and (B) compound revenue growth target for the performance period. The performance period runs from January 1, 2013 through December 31, 2015. The vesting of RSUs is contingent on the recipient's continued status as our service provider through the applicable vesting date.

(4) Upon a change in control prior to the determination date of the applicable achievements in footnote (3), the recipient will vest in the number of RSUs that would have vested on the date of the change in control had the award of RSUs been subject to a three-year monthly time-based vesting schedule as of the date of grant, and the remaining RSUs (if any) will vest in equal monthly installments through the three-year anniversary of the date of grant. The vesting of RSUs is contingent on the recipient's continued status as our service provider through each applicable vesting date.

(5) 100% of any then-unvested stock options and RSUs will vest upon the recipient's death, disability, or in the event that the recipient experiences an involuntary termination (as defined in the recipient's award agreement) on or within a certain period of time following a change in control. In addition, upon the recipient's death or disability, the recipient (or his or her estate) will have until the one-year anniversary of the recipient's date of termination due to death or disability to exercise any outstanding stock options.