World Fuel Services 2002 Annual Report Download - page 61

Employee and Non-Employee Directors Stock Options
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, 2002 under the 1986 Plan expire between January 2005 and 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, 2002 under the 1996 Plan expire
between August 2006 and October 2011.
The 2001 Plan was approved by our shareholders in August 2001 and provides a total of 500 thousand shares of our
common stock for issuance to our employees. The 2001 Plan is administered by the Compensation Committee of the Board
of Directors (the “Compensation Committee”). Additional shares of our common stock that may be granted under the 2001
Plan include any shares of our common stock 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 our common stock
that are reacquired by us 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 of our common stock which may be issued under the 2001 Plan. As of December 31, 2002,
we have repurchased approximately 259 thousand shares since the 2001 Plan’s effective date, and accordingly increased the
total number of shares of our common stock which may be delivered to participants in the 2001 Plan by the same number of
shares. As of December 31, 2002, the aggregate limit on the total shares of our common stock which may be issued under
the 2001 Plan was approximately 797 thousand shares, of which 117 thousand shares are subject to stock options already
issued and an additional 121 thousand shares have been issued as restricted stock grants.
Under the provisions of the 2001 Plan, the Compensation Committee is authorized to grant common stock, which can be
restricted, or stock options which can be "qualified" or "nonqualified" under the Internal Revenue Code of 1986, as
amended, or stock appreciation rights, or other stock or non-stock-based awards, including but not limited to stock units,
performance units, or dividend equivalent payments. The 2001 Plan is unlimited in duration and, in the event of its
termination, the 2001 Plan will remain in effect as long as any of the above items granted by the Compensation Committee
are outstanding; provided, however, that no awards may be granted under the 2001 Plan after August 2006. The term and
vesting period of awards granted under the 2001 Plan is established by the Compensation Committee, but in no event shall
stock options or stock appreciation rights remain exercisable after the five-year anniversary of the date of grant. Outstanding
options at December 31, 2002 under the 2001 Plan expire between September 2006 and December 2007.
In 1994, our shareholders approved the 1993 Non-Employee Directors Stock Option Plan (the “Directors Plan”), as
amended. The Directors Plan permits the issuance of options to purchase up to an aggregate of 150 thousand shares of our
common stock. Additional options to purchase shares of our common stock may be granted under the Directors Plan for any
options that are forfeited, expired or canceled without delivery of shares of our common stock or which result in the
forfeiture of the shares of our common stock back to us. Under the Directors Plan, members of the Board of Directors who
are not our employees receive a non-qualified option to purchase five thousand shares, on a pro-rata basis, when such person
is first elected to the Board of Directors and will receive a non-qualified option to purchase five thousand shares each year
that the individual is re-elected. Options granted are fully exercisable one year after the date of grant. All options under the
Directors Plan expire five years after the date of grant. Outstanding options at December 31, 2002 under the Directors Plan
expire between August 2003 and August 2007.
In addition to the above stock option plans, in 1995, we issued certain non-qualified options to various employees.
These options expire in January 2005.
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