World Fuel Services 2008 Annual Report Download - page 78

WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Non-Employee Director Stock Deferral Plan
We adopted the 2003 Stock Deferral Plan for Non-Employee Directors (the “Stock Deferral Plan”) to
provide for deferral of stock grants. Under the Stock Deferral Plan, each non-employee director could elect to
have any annual stock grants paid in stock units, in lieu of stock, with each stock unit being equivalent to one
share of our common stock and deferred as provided in the Stock Deferral Plan. As of each cash dividend
payment date with respect to our common stock, each participant in the Stock Deferral Plan has credited to his or
her account, as maintained by us, a number of stock units equal to the quotient obtained by dividing: (a) the
product of (i) the cash dividend payable with respect to each share of common stock on such date; and (ii) the
total number of stock units credited to his or her account as of the close of business on the record date applicable
to such dividend payment date, by (b) the fair market value of one share of common stock on such dividend
payment date. Upon the participant’s termination of service as our director for any reason, or upon a change of
control, the participant will receive a number of shares of common stock equal to the number of stock units
credited to his account.
The estimated fair value of stock and stock units issued to non-employee directors under the Stock Deferral
Plan is based on the market value of our common stock on the date of grant and recorded as non-employee
director compensation expense. Outstanding stock units issued to non-employee directors under the Stock
Deferral Plan are included as capital in excess of par value in shareholders’ equity. There were approximately
12,000 stock units outstanding as of December 31, 2008 and 2007. The aggregate value of the outstanding stock
units was approximately $0.2 million at December 31, 2008 and 2007, which is included in capital in excess of
par value in the accompanying consolidated balance sheets.
Share-Based Payment Plans
Plan Summary and Description
In 1994, our shareholders approved the 1993 Non-Employee Directors Stock Option Plan (the “1993 Plan,”)
which was replaced by the 2006 Omnibus Plan (the “2006 Plan”). As of December 31, 2008, there were 98,000
Option Awards outstanding under the 1993 Plan, and these Option Awards will expire between May 2009 and
June 2010. The 1993 Plan will remain in effect so long as there are outstanding stock options which have not
been exercised and, accordingly, the outstanding Options Awards continue to be governed by the 1993 Plan.
In 1997, our shareholders approved the 1996 Employee Stock Option Plan, as amended (the “1996 Plan”).
The 1996 Plan was replaced by the 2001 Omnibus Plan (the “2001 Plan”), as amended. As of December 31,
2008, there were 129,000 Option Awards outstanding under the 1996 Plan, and these Option Awards will expire
between January 2009 and October 2011. The 1996 Plan will remain in effect so long as there are outstanding
Option Awards which have not been exercised and, accordingly, the outstanding Option Awards continue to be
governed by the 1996 Plan.
In 2001, our shareholders approved the 2001 Plan. The 2001 Plan was replaced by the 2006 Plan. As of
December 31, 2008, there were 950,000 Option Awards and 91,000 restricted stock outstanding and/or unvested
under the 2001 Plan. As of December 31, 2008, the unvested restricted stock will vest between January 2009 and
March 2011, and the outstanding Option Awards will vest between July 2009 and July 2010. The 2001 Plan will
remain in effect so long as there are outstanding Option Awards which have not been exercised or outstanding
restricted stock which have not vested and, accordingly, such outstanding awards continue to be governed by the
2001 Plan.
In June 2006, our shareholders approved the 2006 Plan. The 2006 Plan is administered by the Compensation
Committee of the Board of Directors (the “Compensation Committee”). The purpose of the 2006 Plan is to
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