10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-35232

WAGEWORKS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	94-3351864
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1100 Park Place, 4th Floor
San Mateo, California	94403
(Address of principal executive offices)	(Zip Code)

(650) 577-5200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.001 par value	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregate market value of the registrant’s common stock, $0.001 par value per share, held by non-affiliates of the registrant on June 29, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, was $144,698,814 (based on the closing sales price of the registrant’s common stock on that date). This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 20, 2013, there were 32,175,608 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2013 Annual Meeting of the Stockholders (the “2013 Proxy Statement”), to be filed with the Securities and Exchange Commission not later than 120 days after the end of the year covered by this Annual Report, are incorporated by reference into Part III of this Annual Report where indicated.

WAGEWORKS, INC.

FORM 10-K/A

Table of Contents

PART IV
Item 15. Exhibits and Financial Statement Schedules	1
Signatures	2

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the period ended December 31, 2012 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2013, solely to re-file Exhibits 10.26 and 10.27 for which we are no longer seeking confidential treatment from the SEC.

This Amendment does not reflect events occurring after the filing of the Original Filing. No other modifications or changes have been made to the Original Filing or the exhibits filed therewith. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings with the SEC.

PART IV.

Item 15. Exhibits and Financial Statement Schedules

3. Exhibits:

The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

1

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		WAGEWORKS, INC.
Date: March 11, 2013	By:	/s/ Richard T. Green
		Richard T. Green
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

2

Exhibit Number	Exhibit Description	Incorporated by Reference
		Form	File No.	Exhibit		Filing Date
10.7*	Form of Subscription Agreement under 2012 Employee Stock Purchase Plan	S-1	333-173709		10.7	03/07/2012
10.8*	Second Amended and Restated Employment Agreement, dated as of November 23, 2010, between Registrant and Joseph L. Jackson	S-1	333-173709		10.8	06/08/2011
10.9*	Form of Amended and Restated Executive Severance Benefit Agreement Purchase Plan	S-1	333-173709		10.9	04/25/2011
10.10	Commercial Credit Agreement, between Registrant and Union Bank, N.A., dated as of August 31, 2010	S-1	333-173709		10.10	04/25/2011
10.10A	First Loan Modification Agreement, by and among Registrant, Union Bank, N.A. and MHM Resources, LLC, dated as of November 16, 2011	S-1	333-173709		10.10A	03/07/2012
10.10B	Second Loan Modification Agreement, by and among Registrant, Union Bank, N.A. and MHM Resources, LLC, dated as of February 14, 2012	S-1	333-173709		10.10B	03/07/2012
10.10C	Third Loan Modification Agreement, by and among Registrant, Union Bank, N.A. and MHM Resources, LLC, dated as of September 20, 2012	8-K	001-35232		10.1	09/24/2012
10.10D	Fourth Loan Modification Agreement, by and among Registrant, Union Bank, N.A. and MHM Resources, LLC, dated as of December 31, 2012	10-K	001-35232		10.10D	02/27/2013
10.11	Sublease Agreement between Oracle USA, Inc. and Registrant, dated as of September 13, 2006	S-1	333-173709		10.11	04/25/2011
10.12	First Amendment to Sublease between Oracle USA, Inc. and Registrant, dated as of October 30, 2006	S-1	333-173709		10.12	04/25/2011
10.13	Commercial Building Lease, by and between Applied Buildings, LLC and HCAP Strategies, Inc., dated as of December 17, 2004	S-1	333-173709		10.13	04/25/2011
10.14	Assignment and Assumption of Lease, between, HCAP Strategies, Inc. and Registrant, dated as of May 16, 2005	S-1	333-173709		10.14	04/25/2011
10.15	Amendment to Commercial Building Lease, between Applied Buildings, LLC and Registrant, dated as of September 8, 2005	S-1	333-173709		10.15	04/25/2011
10.16	Lease, by and between Phoenix Investors #25, L.L.C. and Registrant, dated as of July 23, 2007	S-1	333-173709		10.16	04/25/2011
10.17	First Amendment to Lease, by and between Phoenix Investors #25, L.L.C. and Registrant, dated as of May 24, 2010	S-1	333-173709		10.17	04/25/2011
10.18	Second Amendment to Lease, by and between Phoenix Investors #25, L.L.C. and Registrant, dated as of August 31, 2010	S-1	333-173709		10.18	04/25/2011

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Exhibit Number	Exhibit Description	Incorporated by Reference
		Form	File No.	Exhibit	Filing Date
10.19	Sublease Agreement, dated as of June 1, 2011, by and between Fringe Benefits Management Company and Registrant	S-1	333-173709	10.19	06/08/2011
10.20	Office Lease between Revere Corporate Center, LLC and Planned Benefits Systems, Inc., dated as of May 3, 2006	S-1	333-173709	10.20	04/25/2011
10.21	Amendment to Lease Agreement, dated as of October 6, 2008, by and between Revere Corporate Center, LLC and Planned Benefits Systems, Inc.	S-1	333-173709	10.21	04/25/2011
10.22	Pinnacle Corporate Centre IV Standard Office Lease, dated as of February 8, 2008, by and between BK Pinnacle IV LLC and MHM Resources, LLC	S-1	333-173709	10.22	04/25/2011
10.23	First Amendment to Lease, dated as of April 30, 2008, by and between BK Pinnacle IV LLC and MHM Resources, LLC	S-1	333-173709	10.23	04/25/2011
10.24	Second Amendment to Lease dated as of August 12, 2008 by and between BK Pinnacle IV LLC and MHM Resources, LLC	S-1	333-173709	10.24	04/25/2011
10.25	Second Amendment to Sublease between Oracle America, Inc. and Registrant, dated as of May 1, 2011	S-1	333-173709	10.25	06/08/2011
10.26*++	2011 Bonus Plan
10.27*++	2012 Bonus Plan
10.28*+	2013 Bonus Plan	10-K	001-35232	10.28	02/27/2013
10.29*	Amended Form of Stock Option Agreement under the Amended and Restated 2010 Equity Incentive Plan	10-K	001-35232	10.29	02/27/2013
10.30*	Form of Restricted Stock Unit Agreement under the Amended and Restated 2010 Equity Incentive Plan	10-K	001-35232	10.30	02/27/2013
21.1	List of subsidiaries of Registrant	S-1	333-173709	21.1	03/07/2012
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm	10-K	001-35232	23.1	02/27/2013
24.1	Power of Attorney (contained in the signature page to the Annual Report)	10-K	001-35232	24.1	02/27/2013
31.1	Certification of the Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	10-K	001-35232	32.1	02/27/2013
101.INS††	XBRL Instance Document	10-K	001-35232	101.INS	02/27/2013

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Exhibit Number	Exhibit Description	Incorporated by Reference
		Form	File No.	Exhibit	Filing Date
101.SCH††	XBRL Taxonomy Extension Schema	10-K	001-35232	101.SCH	02/27/2013
101.CAL††	XBRL Taxonomy Extension Calculation Linkbase	10-K	001-35232	101.CAL	02/27/2013
101.DEF††	XBRL Taxonomy Extension Definition Linkbase	10-K	001-35232	101.DEF	02/27/2013
101.LAB††	XBRL Taxonomy Extension Label Linkbase	10-K	001-35232	101.LAB	02/27/2013
101.PRE††	XBRL Taxonomy Extension Presentation Linkbase	10-K	001-35232	101.PRE	02/27/2013

* Indicates a management contract or compensatory plan or arrangement.

+ Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission.

++ This exhibit was originally filed with our Original Filing and is being re-filed as an Exhibit hereto in unredacted form.

** The certifications attached as Exhibit 32.1 that accompany the Original Filing, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of WageWorks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Original Filing, irrespective of any general incorporation language contained in such filing.

†† XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to liability under these Sections.

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EX-10.26

Exhibit 10.26

WAGEWORKS INC.

2011 BONUS PLAN

EXECUTIVE OFFICERS

PURPOSE OF THE PLAN

This 2011 Bonus Plan (the “Plan”) is intended to promote the financial interests of WageWorks, Inc., a Delaware corporation (the “Company”), by providing Executive Officers with the opportunity to receive additional compensation (“Bonus”) above their base salaries in an amount determined on the basis of the Company’s financial performance and attainment of Company and individual goals during the 2011 fiscal year.

ADMINISTRATION OF THE PLAN

The Company’s Chief Executive Officer and Senior Vice President of Human Resources, along with the Plan Administrator (as such term is defined below) shall have the sole and exclusive power and authority to select the Executive Officers who are eligible to participate in the Plan (each a “Participating Officer,” as defined in further detail below).

For purposes of this Plan, the term “Plan Administrator” shall refer to The Compensation Committee of the Company’s Board of Directors.

The Plan Administrator, acting within the scope of its administrative functions under the Plan, is hereby authorized to establish such rules and regulations, as it may deem appropriate, for proper administration of the Plan, and to make such determinations under and issue such interpretations of the Plan, as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all Participating Officers.

ELIGIBILITY

The Plan Administrator, in consult with the Company’s Senior Vice President of Human Resources and Company’s Chief Executive Officer, shall have full authority to determine which individuals are eligible to participate in the Plan, and the time when such individuals commence and cease to be Participating Officers.

PARTICIPATION

A “Participating Officer” is defined as an officer of the Company who is selected by the Plan Administrator to participate in this Plan and who has executed the Plan document. No Bonus under this Plan shall be payable unless the individual selected for participation has agreed to the terms of this Plan and executed the Plan document. Participating Officers will be eligible to receive a Bonus that is calculated as a percentage of the Bonus Target identified for that individual on the attached Exhibit A, subject to the requirements further outlined below.

EMPLOYMENT CONDITIONS

Employment.

Notwithstanding any other provision of this Plan, or any other policies, procedures or any other agreement between the Company and the Participating Officer, an individual shall cease to be a Participating Officer, and shall not be eligible or otherwise entitled to any Bonus payment under the Plan, if that Participating Officer’s employment with the Company terminates for any reason at any time prior to the completion of the Bonus Period (as defined below) or the date of payment of the Bonus; provided, however, that should the Participating Officer’s employment terminate by reason of death or Disability (as defined below) after completion of the Bonus Period but prior to the date of payment of the Bonus payment, then such individual’s Bonus (if any) shall be determined in accordance with the language below.

Termination Due to Death or Disability.

Death.

Should a Participating Officer die after the completion of the Bonus Period, but prior to the date of the Bonus payment, then the representative of the Participating Officer’s estate shall be paid any Bonus to which the Participating Officer would have otherwise been entitled under the terms of this Plan, based on the Company’s actual financial performance for such fiscal year, had he or she continued in the Company’s employ through the date of the Bonus payment. The payment of such Bonus (if any) shall be made in accordance with the payment provisions outlined below. Such representative must provide official documents to the Company that identifies it as the official representative of the Participating Officer’s estate.

Disability.

Should the Participating Officer’s employment terminate due to his or her Disability after the completion of the Bonus Period, but prior to the date of the Bonus payment, then the Participating Officer shall be paid any Bonus to which he or she would have otherwise been entitled under the terms of this Plan, based on the Company’s actual financial performance for such fiscal year, had he or she continued in the Company’s employ through the date of the Bonus payment. The payment of such Bonus (if any) shall be made in accordance with the payment provisions outlined below.

For the sole purpose of this Plan, the term “Disability” shall mean the inability of the Participating Officer, by reason of any injury or illness, to properly perform the normal duties and responsibilities of his/her position with the Company for a period of more than one hundred eighty (180) consecutive days.

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Leave of Absence.

Should a Participating Officer take an approved leave of absence during the Bonus Period, then the Bonus that may be payable under this Plan for that Participating Officer shall be limited to the dollar amount obtained by multiplying (i) the Bonus which would have otherwise been payable to such Participating Officer under this Plan had he or she not taken such leave of absence by (ii) a fraction, the numerator of which is the total number of months of the Participating Officer’s actual service during the Bonus Period and the denominator of which is the twelve (12) calendar months comprising the Bonus Period. For purposes of such calculation, an individual shall, to the extent not prohibited by law, be credited with a full month of service for each month during which that individual is not on a leave of absence for fifty percent (50%) or more of the business days in that month. Any Bonus payable to a Participating Officer who is subject to this section shall be paid in accordance with the provisions outlined below.

Mid-Year Designations of Participation and Changes in Eligibility.

For individuals who are initially designated as Participating Officers due to commencement of employment with the Company, or as a result of other employment-related action in which the effective date of the action is after January 1, 2011, but prior to October 1, 2011, the bonus that may be payable under this Plan for that Participating Officer shall be limited to the dollar amount obtained by multiplying (i) the Bonus which would have otherwise been payable to such Participating Officer under this Plan had he or she been designated as a Participating Officer for the full Bonus Period by (ii), a fraction, the numerator of which is the total number of months during the Bonus Period in which the Participating Officer was designated as such and the denominator of which is the twelve (12) calendar months comprising the Bonus Period. For purposes of this calculation, an individual shall, to the extent not prohibited by law, be credited with a full month of service for each month in which the individual was designated as a Participating Officer for fifty percent (50%) or more of the business days in that month.

Individuals may not be designated as Participating Officers, and are not eligible to participate in the Plan for the 2011 Bonus Period, if (i) their employment with the Company begins on or after October 1, 2011 or (ii) the effective date of the employment-related action that would result in their designation as a Participating Officer is on or after October 1, 2011.

EFFECTIVE DATE AND TERM OF PLAN/BONUS PERIOD

1. The Plan shall become effective on the date it is adopted by the Plan Administrator.

2. The “Bonus Period” for any Bonus payable to a Participating Officer under the Plan shall be the period beginning on January 1, 2011 and ending on December 31, 2011. Payment of Bonuses for such Bonus Period shall be made as soon as reasonably practical following the close of the 2011 fiscal year, unless the Compensation Committee determines it is in the Company’s best interest to wait until the Audit Committee of the Company’s Board of Directors has certified the results of the audit of the 2011 fiscal year. In no event shall any Bonus be paid under the Plan prior to January 1, 2012 or later than December 31, 2012. In order for a Participating Officer to be eligible to receive a Bonus for such period, the Participating Officer must be actively employed and in good standing on the date of any Bonus payout, except as otherwise provided in herein.

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3. The Plan may be terminated at any time if the Company deems it advisable to discontinue the Plan.

DETERMINATION OF BONUS

Determinations of actual Bonuses to be paid to Participating Officers are determined in the sole discretion of the Plan Administrator, taking into account the following three factors that are more specifically defined below: (a) the Company’s financial performance, as measured by actual adjusted EBITDA against the Company’s 2011 EBIDTA Target (45%), (b) achievement of an overall Company objective (40%), and (c) achievement of individual objectives (15%), as well as any other factors that the Plan Administrator deems relevant at the time it determines the actual Bonuses to be paid to Participating Officers.

(a) For Bonus purposes, EBITDA will be adjusted as follows:

(i) The compensation costs for the 2011 fiscal year for share based payments that must otherwise be amortized for financial reporting purposes pursuant to ASC Topic 718 Compensation – Stock Compensation (Statement of Financial Accounting Standards No. 123 (as revised)) shall be added back into the determination of EBITDA for that fiscal year.

(ii) The financial results of any businesses acquired by the Company during the 2011 fiscal year shall not be taken into account in the calculation of EBITDA for that fiscal year, unless the EBITDA of the acquired business was included in the budgeted EBITDA Target approved by the Board.

(iii) EBITDA will be calculated to include the effect of Bonuses paid to Officers of the Company, including Bonuses paid according to this plan.

(b) 2011 Company Financial Performance (45%)

Each Participating Officer will be eligible to receive an amount ranging from 40.5% to a maximum of 67.5% of his or her Bonus Target based on actual adjusted 2011 EBITDA, calculated according to the following formula:

(i) If actual adjusted 2011 EBITDA is equal to $27.0 Million (Target EBITDA), then each Participating Officer shall be eligible to receive a payment of up to 45% of his or her Bonus Target.

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(ii) If actual adjusted EBITDA is equal to or greater than $26.5 Million, then each Participating Officer shall be eligible to receive a payment ranging from 40.5% to 67.5% of his or her Bonus Target, calculated as outlined below, between actual adjusted 2011 EBITDA and Target EBITDA. In no event shall this payment exceed 67.5% of the Bonus Target.

• Less than $26.5M = 0%

• $26.5M = 40.5%

• $27.0M = 45.0%

• $27.5M = 49.5%

• $28.0M = 54.0%

• $28.5M = 58.5%

• $29.0M = 63%

• $29.5M and greater = 67.5%

• Calculation between each designated segment above is determined on a linear basis.

(iii) If actual adjusted 2011 EBITDA is less than $26.5 Million, then no Participating Officer shall be eligible to receive any payment towards this 45% portion of his or her Bonus Target.

(c) Achievement of an Overall Company Objective (40%)

If actual adjusted 2011 EBITDA is equal to or greater than $26.5 Million, each Participating Officer will be eligible to receive up to 40% of his or her Bonus Target based on achievement of the Company objective as listed herein.

If actual adjusted 2011 EBITDA is less than $26.5 Million, then no Participating Officer shall be eligible to receive any payment towards this 40% portion of his or her Bonus Target.

For Executive Officers of the Company, the overall Company objective will be as follows:

Each Participating Officer will be eligible to receive an amount ranging from 36% to a maximum of 50% of his or her Bonus Target based on organic revenue growth, calculated according to the following formula:

(i) If actual adjusted organic revenue growth is equal to 5%, then each Participating Officer shall be eligible to receive a payment of up to 40% of his or her Bonus Target.

(ii) If actual adjusted organic revenue growth is equal to or greater than 4.5% growth, then each Participating Officer shall be eligible to receive a payment ranging from 36% to 50% of his or her Bonus Target, calculated on a pro rata basis, between actual adjusted organic revenue growth and Target organic revenue growth. In no event shall this payment exceed 50% of the Bonus Target.

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(iii) If actual adjusted organic revenue growth is less than 4.5%, then no Participating Officer shall be eligible to receive any payment towards this 40% portion of his or her Bonus Target.

Actual Adjusted Organic Revenue Growth Calculation:

(Actual Adjusted Organic Revenue in January 2012) Divided By

(Actual Adjusted Organic Revenue in January 2011) -1 = percentage growth

Actual Adjusted Organic Revenue is defined as:

Total revenue, less “run out” and “grace period” fees, less any revenue from any portfolio purchased during 2011, and adding back any client credits or other concessions.

2011 January Adjusted Organic Revenue is $10,551,272

(WageWorks + MHM + PBS + Fringe Benefits Management Company)

(d) Achievement of Individual Objectives (15%)

If actual adjusted 2011 EBITDA is equal to or greater than $26.5 Million, each Participating Officer will be eligible to receive up to 15% of his or her Bonus Target based on achievement of his or her individual objectives, as determined by the Plan Administrator in its sole discretion, listed on Exhibit A attached hereto and incorporated herein by reference.

If actual adjusted 2011 EBITDA is less than $26.5 Million, then no Participating Officer shall be eligible to receive any payment towards this 15% portion of his or her Bonus Target.

UNFUNDED PLAN/NO ASSIGNABILITY

No amounts payable under this Plan shall actually be funded, set aside, or otherwise segregated prior to actual payment. The obligation to pay Bonuses, if any, under this Plan will at all times be an unfunded and unsecured obligation of the Company. The Participating Officers will have the status of general creditors of the Company and shall look solely and exclusively to the general assets of the Company for payment.

No Participating Officer shall have the right to any amount of Bonus under this Plan, to alienate, pledge or encumber his or her interest in the Plan, and such interest shall not (to the extent permitted by law) be subject in any way to the claims of the Participating Officer’s creditors or to attachment, execution or other process of law.

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AMENDMENT OF THE PLAN

Subject to the requirements of applicable laws, the Plan Administrator shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects and for any reason, and at any time prior to completion of the Bonus Period. This power and authority includes, without limitation and without consideration for whether the amendment or modification adversely affects the Participating Officers, amending the Plan, cancelling the Plan and/or modifying Target Bonuses, Bonus potentials or any performance objectives.

WITHHOLDING

Any amounts payable to a Participating Officer under the Plan shall be subject to the Company’s collection of all applicable Federal, state, local and foreign income and employment tax withholding requirements.

NO EMPLOYMENT OR SERVICE RIGHTS

Nothing in the Plan shall confer upon any individual any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company to terminate such person’s employment or service relationship at any time for any reason, with or without cause.

CHOICE OF LAW

The laws of the state in which the Officer declares his or her state of residency for tax purposes for the fiscal year shall govern the interpretation of this Agreement.

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EX-10.27

Exhibit 10.27

WAGEWORKS INC.

2012 BONUS PLAN

EXECUTIVE OFFICERS

PURPOSE OF THE PLAN

This 2012 Bonus Plan (the “Plan”) is intended to promote the financial interests of WageWorks, Inc., a Delaware corporation (the “Company”), by providing Executive Officers with the opportunity to receive additional compensation (“Bonus”) above their base salaries in an amount determined on the basis of the Company’s financial performance and attainment of Company and individual goals during the 2012 fiscal year.

ADMINISTRATION OF THE PLAN

The Company’s Chief Executive Officer and Senior Vice President of Human Resources, along with the Plan Administrator (as such term is defined below) shall have the sole and exclusive power and authority to select the Executive Officers who are eligible to participate in the Plan (each a “Participating Officer,” as defined in further detail below).

For purposes of this Plan, the term “Plan Administrator” shall refer to The Compensation Committee of the Company’s Board of Directors.

The Plan Administrator, acting within the scope of its administrative functions under the Plan, is hereby authorized to establish such rules and regulations, as it may deem appropriate, for proper administration of the Plan, and to make such determinations under and issue such interpretations of the Plan, as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all Participating Officers.

ELIGIBILITY

The Plan Administrator, in consult with the Company’s Senior Vice President of Human Resources and Company’s Chief Executive Officer, shall have full authority to determine which individuals are eligible to participate in the Plan, and the time when such individuals commence and cease to be Participating Officers.

PARTICIPATION

A “Participating Officer” is defined as an officer of the Company who is selected by the Plan Administrator to participate in this Plan and who has executed the Plan document. No Bonus under this Plan shall be payable unless the individual selected for participation has agreed to the terms of this Plan and executed the Plan document. Participating Officers will be eligible to receive a Bonus

that is calculated as a percentage of the Bonus Target identified for that individual on the attached Exhibit A, subject to the requirements further outlined below.

EMPLOYMENT CONDITIONS

Employment.

Notwithstanding any other provision of this Plan, or any other policies, procedures or any other agreement between the Company and the Participating Officer, an individual shall cease to be a Participating Officer, and shall not be eligible or otherwise entitled to any Bonus payment under the Plan, if that Participating Officer’s employment with the Company terminates for any reason at any time prior to the completion of the Bonus Period (as defined below) or the date of payment of the Bonus; provided, however, that should the Participating Officer’s employment terminate by reason of death or Disability (as defined below) after completion of the Bonus Period but prior to the date of payment of the Bonus payment, then such individual’s Bonus (if any) shall be determined in accordance with the language below.

Termination Due to Death or Disability.

Death.

Should a Participating Officer die after the completion of the Bonus Period, but prior to the date of the Bonus payment, then the representative of the Participating Officer’s estate shall be paid any Bonus to which the Participating Officer would have otherwise been entitled under the terms of this Plan, based on the Company’s actual financial performance for such fiscal year, had he or she continued in the Company’s employ through the date of the Bonus payment. The payment of such Bonus (if any) shall be made in accordance with the payment provisions outlined below. Such representative must provide official documents to the Company that identifies it as the official representative of the Participating Officer’s estate.

Disability.

Should the Participating Officer’s employment terminate due to his or her Disability after the completion of the Bonus Period, but prior to the date of the Bonus payment, then the Participating Officer shall be paid any Bonus to which he or she would have otherwise been entitled under the terms of this Plan, based on the Company’s actual financial performance for such fiscal year, had he or she continued in the Company’s employ through the date of the Bonus payment. The payment of such Bonus (if any) shall be made in accordance with the payment provisions outlined below.

For the sole purpose of this Plan, the term “Disability” shall mean the inability of the Participating Officer, by reason of any injury or illness, to properly perform the normal duties and responsibilities of his/her position with the Company for a period of more than one hundred eighty (180) consecutive days.

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Leave of Absence.

Should a Participating Officer take an approved leave of absence during the Bonus Period, then the Bonus that may be payable under this Plan for that Participating Officer shall be limited to the dollar amount obtained by multiplying (i) the Bonus which would have otherwise been payable to such Participating Officer under this Plan had he or she not taken such leave of absence by (ii) a fraction, the numerator of which is the total number of months of the Participating Officer’s actual service during the Bonus Period and the denominator of which is the twelve (12) calendar months comprising the Bonus Period. For purposes of such calculation, an individual shall, to the extent not prohibited by law, be credited with a full month of service for each month during which that individual is not on a leave of absence for fifty percent (50%) or more of the business days in that month. Any Bonus payable to a Participating Officer who is subject to this section shall be paid in accordance with the provisions outlined below.

Mid-Year Designations of Participation and Changes in Eligibility.

For individuals who are initially designated as Participating Officers due to commencement of employment with the Company, or as a result of other employment-related action in which the effective date of the action is after January 1, 2012, but prior to October 1, 2012, the bonus that may be payable under this Plan for that Participating Officer shall be limited to the dollar amount obtained by multiplying (i) the Bonus which would have otherwise been payable to such Participating Officer under this Plan had he or she been designated as a Participating Officer for the full Bonus Period by (ii), a fraction, the numerator of which is the total number of months during the Bonus Period in which the Participating Officer was designated as such and the denominator of which is the twelve (12) calendar months comprising the Bonus Period. For purposes of this calculation, an individual shall, to the extent not prohibited by law, be credited with a full month of service for each month in which the individual was designated as a Participating Officer for fifty percent (50%) or more of the business days in that month.

Individuals may not be designated as Participating Officers, and are not eligible to participate in the Plan for the 2012 Bonus Period, if (i) their employment with the Company begins on or after October 1, 2012 or (ii) the effective date of the employment-related action that would result in their designation as a Participating Officer is on or after October 1, 2012.

EFFECTIVE DATE AND TERM OF PLAN/BONUS PERIOD

1. The Plan shall become effective on the date it is adopted by the Plan Administrator.

2. The “Bonus Period” for any Bonus payable to a Participating Officer under the Plan shall be the period beginning on January 1, 2012 and ending on December 31, 2012. Payment of Bonuses for such Bonus Period shall be made as soon as reasonably practical following the close of the 2012 fiscal year, unless the Compensation Committee determines it is in the Company’s best interest to wait until the Audit Committee of the Company’s Board of Directors has certified the results of the audit of the 2012 fiscal year. In no event shall any Bonus be paid under the Plan prior to January 1, 2013 or later than December 31, 2013. In order for a Participating Officer to be eligible

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to receive a Bonus for such period, the Participating Officer must be actively employed and in good standing on the date of any Bonus payout, except as otherwise provided in herein.

3. The Plan may be terminated at any time if the Company deems it advisable to discontinue the Plan.

DETERMINATION OF BONUS

Determinations of actual Bonuses to be paid to Participating Officers are determined in the sole discretion of the Plan Administrator, taking into account the following three factors that are more specifically defined below: (a) the Company’s financial performance, as measured by actual adjusted EBITDA against the Company’s 2012 EBIDTA Target (45%), (b) achievement of an overall Company objective (45%), and (c) achievement of individual objectives (10%), as well as any other factors that the Plan Administrator deems relevant at the time it determines the actual Bonuses to be paid to Participating Officers.

(a) For Bonus purposes, EBITDA will be adjusted as follows:

(i) The compensation costs for the 2012 fiscal year for share based payments that must otherwise be amortized for financial reporting purposes pursuant to ASC Topic 718 Compensation – Stock Compensation (Statement of Financial Accounting Standards No. 123 (as revised)) shall be added back into the determination of EBITDA for that fiscal year.

(ii) The financial results of any businesses acquired by the Company during the 2012 fiscal year shall not be taken into account in the calculation of EBITDA for that fiscal year, unless the EBITDA of the acquired business was included in the budgeted EBITDA Target approved by the Board.

(iii) EBITDA will be calculated to include the effect of Bonuses paid to Officers of the Company, including Bonuses paid according to this plan.

(b) 2012 Company Financial Performance (45%)

Each Participating Officer will be eligible to receive an amount ranging from 40.5% to a maximum of 67.5% of his or her Bonus Target based on actual adjusted 2012 EBITDA, calculated according to the following formula:

(i) If actual adjusted 2012 EBITDA is equal to $37.0 Million (Target EBITDA), then each Participating Officer shall be eligible to receive a payment of up to 45% of his or her Bonus Target.

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(ii) If actual adjusted EBITDA is equal to or greater than $36.5 Million, then each Participating Officer shall be eligible to receive a payment ranging from 40.5% to 67.5% of his or her Bonus Target, calculated as outlined below, between actual adjusted 2012 EBITDA and Target EBITDA. In no event shall this payment exceed 67.5% of the Bonus Target.

• Less than $36.5M = 0%

• $36.5M = 40.5%

• $37.0M = 45.0%

• $37.5M = 48.3%

• $40.0M = 64.9%

• $40.4M = 67.5%

• $40.4M and greater = 67.5%

• Calculation between each designated segment above is determined on a linear basis.

(iii) If actual adjusted 2012 EBITDA is less than $36.5 Million, then no Participating Officer shall be eligible to receive any payment towards this 45% portion of his or her Bonus Target.

(c) Achievement of an Overall Company Objective (45%)

If actual adjusted 2012 EBITDA is equal to or greater than $36.5 Million, each Participating Officer will be eligible to receive up to 45% of his or her Bonus Target based on achievement of the Company objective as listed herein.

If actual adjusted 2012 EBITDA is less than $36.5 Million, then no Participating Officer shall be eligible to receive any payment towards this 45% portion of his or her Bonus Target.

For Executive Officers of the Company, the overall Company objective will be as follows:

Each Participating Officer will be eligible to receive an amount ranging from 40.5% to a maximum of 56.25% of his or her Bonus Target based on organic revenue growth, calculated according to the following formula:

(i) If actual adjusted organic revenue growth is equal to 7%, then each Participating Officer shall be eligible to receive a payment of up to 45% of his or her Bonus Target.

(ii) If actual adjusted organic revenue growth is equal to or greater than 6.3% growth, then each Participating Officer shall be eligible to receive a payment ranging from 40.5% to 56.25% of his or her Bonus Target, calculated on a pro rata basis, between actual adjusted organic revenue growth and Target organic

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revenue growth. In no event shall this payment exceed 56.25% of the Bonus Target.

(iii) If actual adjusted organic revenue growth is less than 6.3%, then no Participating Officer shall be eligible to receive any payment towards this 45% portion of his or her Bonus Target.

Actual Adjusted Organic Revenue Growth Calculation:

(Actual Adjusted Organic Revenue in January 2013) Divided By

(Actual Adjusted Organic Revenue in January 2012) -1 = percentage growth

Actual Adjusted Organic Revenue is defined as:

Total revenue, less “run out” and “grace period” fees, less any revenue from any portfolio purchased during 2012, and any client credits approved by management, which will be reviewed by the Administrator for possible adjustment within the calculation (Note: The TransitChek number included is their January actual adjusted organic revenue number prior to acquisition).

2012 January Adjusted Organic Revenue is $15,024,887.40 (WageWorks + MHM + PBS + Fringe Benefits Management Company + Choice Strategies + TransitChek)

(d) Achievement of Individual Objectives (10%)

If actual adjusted 2012 EBITDA is equal to or greater than $36.5 Million, each Participating Officer will be eligible to receive up to 10% of his or her Bonus Target based on achievement of his or her individual objectives, as determined by the Plan Administrator in its sole discretion, listed on Exhibit A attached hereto and incorporated herein by reference.

If actual adjusted 2012 EBITDA is less than $36.5 Million, then no Participating Officer shall be eligible to receive any payment towards this 10% portion of his or her Bonus Target.

UNFUNDED PLAN/NO ASSIGNABILITY

No amounts payable under this Plan shall actually be funded, set aside, or otherwise segregated prior to actual payment. The obligation to pay Bonuses, if any, under this Plan will at all times be an unfunded and unsecured obligation of the Company. The Participating Officers will have the status of general creditors of the Company and shall look solely and exclusively to the general assets of the Company for payment.

No Participating Officer shall have the right to any amount of Bonus under this Plan, to alienate, pledge or encumber his or her interest in the Plan, and such interest shall not (to the extent permitted by law) be subject in any way to the claims of the Participating Officer’s creditors or to attachment, execution or other process of law.

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AMENDMENT OF THE PLAN

Subject to the requirements of applicable laws, the Plan Administrator shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects and for any reason, and at any time prior to completion of the Bonus Period. This power and authority includes, without limitation and without consideration for whether the amendment or modification adversely affects the Participating Officers, amending the Plan, cancelling the Plan and/or modifying Target Bonuses, Bonus potentials or any performance objectives.

WITHHOLDING

Any amounts payable to a Participating Officer under the Plan shall be subject to the Company’s collection of all applicable Federal, state, local and foreign income and employment tax withholding requirements.

NO EMPLOYMENT OR SERVICE RIGHTS

Nothing in the Plan shall confer upon any individual any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company to terminate such person’s employment or service relationship at any time for any reason, with or without cause.

CHOICE OF LAW

The laws of the state in which the Officer declares his or her state of residency for tax purposes for the fiscal year shall govern the interpretation of this Agreement.

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EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer

pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a),

as adopted pursuant to

Section 302 of Sarbanes-Oxley Act of 2002

I, Joseph L. Jackson, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of WageWorks, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 11, 2013

/s/ Joseph L. Jackson
Name:	Joseph L. Jackson
Title:	Chief Executive Officer and Director (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer

pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a),

as adopted pursuant to

Section 302 of Sarbanes-Oxley Act of 2002

I, Richard T. Green, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of WageWorks, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 11, 2013

/s/ Richard T. Green
Name:	Richard T. Green
Title:	Chief Financial Officer (Principal Financial Officer)