World Fuel Services 2014 Annual Report Download - page 71

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Agreements with Executive Officers and Key Employees
We have an agreement with our Chairman, President and Chief Executive Officer, Michael J. Kasbar, for his continued
employment with the Company which provides for an annual base salary as determined by our Compensation Committee
in its sole discretion (currently $750,000), termination severance benefits, and such incentives and other compensation and
amounts as our Compensation Committee may determine from time to time in its sole discretion. The Kasbar agreement,
as amended, expires on December 31, 2016, unless terminated earlier, and will automatically extend for successive one
year terms unless either party provides written notice to the other at least one year prior to the expiration of the term that
such party does not want to extend the term. Pursuant to his amended agreement, Mr. Kasbar is entitled to receive cash
severance payments if: (a) we terminate his employment without cause following a change of control or for any reason other
than death, disability or cause; (b) he resigns for good reason (generally a reduction in his responsibilities or compensation,
or a breach by us), or resigns following a change of control; or (c) either he elects or we elect not to extend the term of the
agreement, as amended. The severance payments are equal to $5.0 million for a termination following a change of control
and $3.0 million in the other scenarios described above, a portion of which will be payable two years after the termination
of Mr. Kasbar’s employment.
All of Mr. Kasbar’s outstanding SSAR Awards, restricted stock and RSUs (collectively, “outstanding equity awards”) will
immediately vest in each scenario described in (a) and (b) above following a change of control, except for awards assumed
or substituted by a successor company, in which case, such awards shall continue to vest in accordance with their applicable
terms. In each scenario described in (a), (b) or (c) above where there has not been a change of control, Mr. Kasbar’s
outstanding equity awards will generally vest over a two year period following termination of his employment, with any
remaining unvested awards vesting on the last day of such two year period. For each scenario described above, awards
with multiple annual performance conditions must satisfy certain other requirements in order to have their vesting terms
accelerated.
We have also entered into employment agreements or separation agreements with certain of our other executive officers
and key employees. These agreements provide for minimum salary levels, and, in most cases, bonuses which are payable
if specified performance goals are attained. Some executive officers and key employees are also entitled to severance
benefits upon termination or non-renewal of their contracts under certain circumstances.
As of December 31, 2014, the approximate future minimum commitments under these agreements, excluding discretionary
and performance bonuses, are as follows (in thousands):
Year Ended December 31,
2015 $ 5,815
2016 1,540
2017 750
2018 2,250
$ 10,355
Executive Non-Renewal Charge
In connection with the non-renewal of the employment agreement between the Company and Mr. Stebbins, the former
Executive Chairman of the Board of Directors, we recorded an executive non-renewal charge totaling $4.8 million in May
2014, which included non-cash expenses of $1.1 million related to previously awarded stock compensation. As of
December 31, 2014, $0.9 million of the cash portion of the executive non-renewal charge was included in accrued expenses
and other current liabilities and $ 2.3 million was included in other long-term liabilities in the accompanying consolidated
balance sheets.
Deferred Compensation Plans and Pension
We maintain a 401(k) defined contribution plan which covers all U.S. employees who meet minimum requirements and elect
to participate. We are currently making a match contributions of 50% for each 1% of the participants' contributions up to
6% of the participants' contributions. Annual contributions by us are made at our sole discretion, as approved by the
Compensation Committee. Additionally, certain of our foreign subsidiaries have defined contribution plans, which allow for
voluntary contributions by the employees. In some cases, we make employer contributions on behalf of the employees.
The expenses for our contributions under these plans were not significant during each of the years presented on the
consolidated statements of income and comprehensive income.