World Fuel Services 2012 Annual Report Download - page 97

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. The Stebbins agreement, as amended, provides for an annual base salary of $750,000, which is
subject to change from time to time as determined by the Compensation Committee in its sole
discretion, 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. In addition,
subject to approval of the Compensation Committee, Mr. Stebbins is 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 cash
severance payments 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 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 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 (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 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.
All of Mr. Stebbins’ outstanding equity awards (except for RSUs having performance-based vesting
criteria issued to him commencing in 2012 (the ‘‘New Performance RSUs’’) will vest in accordance with
the same terms and conditions as described above for Mr. Kasbar’s outstanding equity awards. In the
case of the New Performance RSUs where a change of control has occurred: (i) if the New Performance
RSUs were not assumed or substituted, then all such RSUs shall immediately vest, or (ii) if the New
Performance RSUs were assumed or substituted, then all 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 the New Performance RSUs 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.
78