World Fuel Services 2004 Annual Report Download - page 72

Treasury Stock
Our Board of Directors, from time to time, has authorized stock repurchase programs under the terms of which we may
repurchase our common stock, subject to certain restrictions contained in our credit agreement. The following summarizes the
status of our treasury stock repurchase programs at December 31, 2004 (in thousands, except average price per share data):
Remaining
Authorized Authorized
Stock Aggregate Average Stock
Repurchase Programs Repurchases Shares Cost Price Repurchases
August 1998 6,000$ 1,232 6,000$ 4.87$ -$
January 2000 10,000 2,782 10,000 3.59 -
September 2000 10,000 736 3,987 5.42 6,013
4,750 19,987$
Repurchases
Prior to August 1998, with the approval from our Board of Directors, we acquired approximately 44 thousand shares of
our common stock with an aggregate cost of $194 thousand. Since March 14, 2002, we have not repurchased any shares of
our common stock.
Our Board of Directors also resolved that the repurchased shares may be reissued for any proper corporate purpose,
including without limitation, future acquisitions. In March 2002, we began reissuing our repurchased shares in connection
with restricted stock grants to employees, non-restricted stock grants to non-employee directors, and exercises of stock options
by employee and non-employee directors. The difference between the aggregate cost of the repurchased shares and the fair
value of our common stock at the date of grant of restricted and non-restricted stock or the proceeds from the employee and
non-employee stock option exercises is recorded in Capital in excess of par value in the accompanying consolidated balance
sheets. As of December 31, 2004, we have reissued 2.1 million shares of treasury stock with an aggregate cost of $8.9 million.
Stock-Based Compensation Plans
In 1986, our shareholders approved the 1986 Employee Stock Option Plan (the “1986 Plan”), as amended. The 1986 Plan
expired in 1996. Options granted under the 1986 Plan, but not yet exercised, survive the 1986 Plan until the options expire.
Outstanding options at December 31, 2004 under the 1986 Plan expire in March 2005.
In 1997, our shareholders approved the 1996 Employee Stock Option Plan (the “1996 Plan”), as amended. The 1996 Plan
was replaced by the 2001 Omnibus Plan (the “2001 Plan”). Options granted under the 1996 Plan, but not yet exercised,
survive the 1996 Plan until the options expire. Outstanding options at December 31, 2004 under the 1996 Plan expire between
August 2006 and October 2011.
The 2001 Plan was approved by our shareholders in August 2001. The 2001 Plan is administered by the Compensation
Committee of the Board of Directors (the “Compensation Committee”) and its purpose is to recruit, reward, and motivate all
executives and key employees of the Company to work as a team to achieve our corporate goal of maximizing shareholder
return, and to permit the Compensation Committee to use a broader range of stock incentives, such as stock appreciation
rights, performance share awards and restricted stock, as well as non-stock performance awards, to motivate executives and
key employees of the Company.
A total of one million shares of Common Stock were originally reserved for issuance under the 2001 Plan. Additional
shares of Common Stock that may be granted under the 2001 Plan include any shares that are available for future grant under
any of our prior stock option plans, and any stock or options granted under the 2001 Plan or any prior plans that are forfeited,
expired or canceled. Furthermore, pursuant to the 2001 Plan and upon our Board of Directors’ authorization in January 2002,
any shares of Common Stock that are reacquired by the Company in the open market or in private transactions after the
effective date of the 2001 Plan, were added to the limitation on the total shares which may be issued under the 2001 Plan.
Subsequently, in April 2004, our Board of Directors amended the Plan to provide that shares repurchased by the Company
would not be added to the maximum amount of shares that may be issued under the plan. The total number of shares of
Common Stock that was reacquired by the Company and added to the limitation on the shares which may be issued under the
2001 Plan was approximately 518 thousand shares. Also, in April 2004, our Board of Directors adopted amendments to
reserve an additional 1.2 million shares of Common Stock for issuance under the plan and to extend the expiration date of the
2001 Plan for five years, or until May 2009. These amendments were approved by the shareholders in May 2004. As of
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