World Fuel Services 2011 Annual Report Download - page 101

is subject to change from time to time as determined by the Compensation Committee in its sole
discretion and termination severance benefits. In addition, subject to approval of the Compensation
Committee, Mr. Stebbins will be eligible to receive annual equity-based awards with a grant-date value
targeted at $500,000, 50% in the form of service-based RSUs and 50% in the form of performance-
based RSUs. The Stebbins agreement, as amended, expires two years from the effective date, unless
terminated earlier, and will automatically extend for successive one-year terms unless either party
provides written notice to the other at least 6 months prior to the expiration of the term that such party
does not want to extend the term.
Pursuant to their amended agreements, Messrs. Kasbar and Stebbins are each entitled to receive a cash
severance payment if: (a) we terminate the executive’s employment without cause following a change
of control or for any reason other than death, disability or cause; (b) the executive 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 the executive elects or we elect not to extend the term of the agreement,
as amended. The severance payment is 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 the executive’s employment. Upon any such termination, we will continue
to provide coverage to the executive under our group insurance plans until he is no longer eligible for
coverage under COBRA. Thereafter, we will reimburse the executive for the cost of obtaining private
health insurance coverage for a certain period of time.
All of Mr. Kasbar’s outstanding SSAR Awards, restricted stock and RSUs will immediately vest in each
scenario described in (a), (b) and (c) above except for awards assumed or substituted by a successor
company in the event of a change of control and awards with multiple annual performance conditions.
Any awards assumed or substituted will vest over a two-year period following termination of the
executive’s employment while awards with multiple annual performance conditions must satisfy certain
other requirements in order to have their vesting terms accelerated.
All of Mr. Stebbins’ outstanding SSAR Awards, restricted stock and RSUs (except for RSUs having
performance-based vesting criteria where certain termination events have occurred prior to a change of
control while such RSUs remain outstanding and RSUs having performance-based vesting criteria that
are assumed or substituted upon a change of control) will immediately vest in each scenario described in
(a), (b) and (c) above. Mr. Stebbins must satisfy certain other requirements in order to be paid the full
amount of RSUs having performance-based vesting criteria that are assumed or substituted upon a
change of control. Such RSUs will no longer be subject to performance-based vesting criteria but will
remain subject to service-based vesting criteria. If certain termination events occur prior to a change of
control and RSUs having performance-based vesting criteria remain outstanding, the number of RSUs
that Mr. Stebbins will receive will be determined following the last day of the applicable performance
period based on the Company’s actual performance during such period.
The Kasbar and Stebbins agreements, as amended, also provide that in the event that any amount or
benefit payable under the agreements, taken together with any amounts or benefits otherwise payable
to the executive by us or any affiliated company, are subject to excise tax payments or parachute
payments under Section 4999 of the Internal Revenue Code, such amounts or benefits will be reduced
but only if and to the extent that the after-tax present value of such amounts or benefits as so reduced
would exceed the after-tax present value received by the executive before such reduction.
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.
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