World Fuel Services 2012 Annual Report Download - page 89

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 or her 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 25,000 stock units outstanding as of December 31, 2012 and 2011. The aggregate
carrying value of the outstanding stock units was $0.3 million as of December 31, 2012 and 2011, 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 2006, our shareholders approved the 2006 Omnibus Plan (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 (i) attract and retain persons eligible to participate in the
2006 Plan; (ii) motivate participants, by means of appropriate incentives, to achieve long-range goals;
(iii) provide incentive compensation opportunities that are competitive with those of other similar
companies; and (iv) further align participants’ interests with those of our other shareholders through
compensation that is based on the value of our common stock. The goal is to promote the long-term
financial interest of World Fuel and its subsidiaries, including the growth in value of our equity and
enhancement of long-term shareholder return. The persons eligible to receive awards under the 2006
Plan are our employees, officers, and members of the Board of Directors, or any consultant or other
person who performs services for us.
The provisions of the 2006 Plan authorize the grant of stock options which can be ‘‘qualified’’ or
‘‘nonqualified’’ under the Internal Revenue Code of 1986, as amended, restricted stock, RSUs, SSAR
Awards, performance shares and performance units and other share- based awards. The 2006 Plan is
unlimited in duration and, in the event of its termination, the 2006 Plan will remain in effect as long as any
of the above awards are outstanding. No awards may be granted under the 2006 Plan after June 2016.
The term and vesting period of awards granted under the 2006 Plan are established on a per grant basis,
but options and SSAR Awards may not remain exercisable after the seven-year anniversary of the date of
grant.
Under the 2006 Plan, 4,900,000 shares of common stock are authorized for issuance. Additional shares
of common stock that are authorized for issuance under the 2006 Plan include any shares that were
available for future grant under any of our prior stock plans, and any stock or stock options granted under
the 2006 Plan or any prior plans that expire or are forfeited or canceled.
Furthermore, any employee’s shares used to satisfy the withholding taxes due upon vesting of restricted
stock or RSUs or exercise of SSAR Awards are added to the maximum number of shares authorized for
issuance under the 2006 Plan.
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