Exhibit 10.1
WORLD FUEL SERVICES
CORPORATION
2008 EXECUTIVE INCENTIVE
PLAN
(As amended and restated
effective as of January 1, 2008)
The World Fuel Services Corporation
2003 Executive Incentive Plan (the “Plan”), is hereby
amended and restated by World Fuel Services Corporation, a Florida
corporation (the “Company”) effective as of
January 1, 2008, and shall apply to such employees of the
Company (each a “Participant” and collectively, the
“Participants”) as may be designated by the Committee
(as defined below) from time to time.
ARTICLE 1 – Introduction
and Purpose of Plan
1.1 Plan Effective Dates .
The Plan was originally adopted on April 1, 2002 as the
“2002 Annual Incentive Plan,” for the purpose of
issuing Annual Incentive Awards. The 2002 Annual Incentive Plan was
amended and restated effective January 1, 2003, in order to
authorize the grant of Long-Term Incentive Awards in addition to
Annual Incentive Awards and was renamed the “2003 Executive
Incentive Plan” (the “2003 Plan”). This Plan
document amends and restates the terms of the 2003 Plan. From and
after the date hereof, the Plan will be known as the “World
Fuel Services Corporation 2008 Executive Incentive
Plan.”
1.2 Purpose of Plan . The
purpose of the Plan is to motivate and reward senior executives of
the Company by providing such executives with both annual and
long-term incentive compensation which is tied to the achievement
of pre-established and objective performance goals, and to enable
such compensation to qualify as “performance-based
compensation” that is exempt from the deduction limitations
imposed by Section 162(m) of the Code.
ARTICLE 2 –
Definitions
Whenever used in the Plan, the
following terms shall have the meanings set forth in this Article 2
unless a different meaning is clearly required by the
context:
“Accelerated Award”
shall have the meaning set forth in Section 5.2
hereof.
“Acceleration Event”
shall have the meaning set forth in Section 5.2
hereof.
“Annual Incentive Award”
means an Incentive Award made pursuant to Section 4.1 with a
Performance Cycle of one year or less.
“Award” or
“Incentive Award” means any Award that is either an
Annual Incentive Award or a Long-Term Incentive Award.
“Award Period” means,
with respect to any Performance Cycle, the period during which the
Committee must establish the Performance Goal for any Award. The
Award Period shall be the first ninety (90) days after
commencement of the Performance Cycle, provided that the outcome is
substantially uncertain at the time the goals are established, or
such other period as may be permitted or required to qualify as
“performance-based compensation” under
Section 162(m) of the Code.
“Board of Directors” or
“Board” means the Board of Directors of World Fuel
Services Corporation.
“Change of Control”
means any one of the following events:
(a) any person or
“group” as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), but excluding any employee benefit plan or plans of
the Company and its subsidiaries, becomes the beneficial owner,
directly or indirectly, of twenty percent (20%) or more of the
combined voting power of the Company’s outstanding voting
securities ordinarily having the right to vote for the election of
directors of the Company; or
(b) any merger, consolidation,
reorganization or similar event of the Company or any of its
subsidiaries, as a result of which the holders of the voting stock
of the Company immediately prior to such merger, consolidation,
reorganization or similar event do not directly or indirectly hold
at least fifty-one percent (51%) of the aggregate voting power
of the capital stock of the surviving entity; or
(c) the individuals who, as of
March 1, 2003 (the “Effective Date”), constitute
the Board of Directors of the Company (the “Board”
generally and as of the date hereof the “Incumbent
Board”) cease for any reason to constitute at least
two-thirds (2/3) of the Board, or in the case of a merger or
consolidation of the Company, do not constitute or cease to
constitute at least two-thirds (2/3) of the board of directors
of the surviving company (or in a case where the surviving
corporation is controlled, directly or indirectly by another
corporation or entity, do not constitute or cease to constitute at
least two-thirds (2/3) of the board of such controlling
corporation or do not have or cease to have at least two-thirds
(2/3) of the voting seats on any body comparable to a board of
directors of such controlling entity, or if there is no body
comparable to a board of directors, at least two-thirds
(2/3) voting control of such controlling entity); provided
that any person becoming a director (or, in the case of a
controlling non-corporate entity, obtaining a position comparable
to a director or obtaining a voting interest in such entity)
subsequent to the Effective Date whose election, or nomination for
election, was approved by a vote of the persons comprising at least
two-thirds (2/3) of the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election
contest), shall be, for purposes of this Agreement, considered as
though such person were a member of the Incumbent Board;
or
(d) there is a liquidation or
dissolution of the Company or all or substantially all of the
assets of the Company have been sold.
“Code” means the
Internal Revenue Code of 1986, as amended.
“Committee” means the
Compensation Committee of the Board of Directors, a subcommittee
thereof, or such other committee as may be appointed by the Board
of Directors. The Committee shall consist of two or more persons
who qualify as “outside directors” within the meaning
of Section 162(m) of the Code.
“Company” means World
Fuel Services Corporation, or any entity that is directly or
indirectly controlled by World Fuel Services
Corporation.
“Covered Employee” shall
have the meaning assigned to such term in Code
Section 162(m)(3), as interpreted by Treasury Regulations and
other applicable guidance.
“Disability” means any
physical or mental disability of a Participant which, after the
expiration of more than twelve (12) months (or such shorter
period as may be acceptable to the Committee), is determined to be
total and permanent by an independent physician mutually agreed
upon by the Participant and the Committee.
“Long-Term Incentive
Award” means an Incentive Award made pursuant to
Section 4.1 with a Performance Cycle of more than one
year.
“Participant” means
(i) a “Covered Employee” who has been selected by
the Committee as a participant in the Plan during a Performance
Cycle, and (ii) each other employee who has been selected by
the Committee as a participant in the Plan during a Performance
Cycle.
“Performance Cycle”
means the period selected by the Committee during which the
performance of the Company or any subsidiary, affiliate or unit
thereof or any individual is measured for the purpose of
determining the extent to which an Award subject to Performance
Goals has been earned. The Performance Cycle for Annual Awards
shall be the Company’s fiscal year, or such other shorter
period as is designated by the Committee. The Performance Cycle for
Long-Term Awards is three (3) years, or such other period in
excess of one (1) year as is designated by the
Committee.
“Performance Goal” means
the performance goal established by the Committee for a Participant
(or group of Participants). The Performance Goal shall be
established during the Award Period for that Award.
“Performance Measures”
means one or more of the following business criteria for the
Company, on a consolidated basis, and/or for any subsidiary,
affiliate or business or geographical unit of the Company and/or
any subsidiary or affiliate (except with respect to the total
shareholder return and earnings per share criteria):
(1) earnings per share or diluted earnings per share;
(2) revenues or margins; (3) cash flow;
(4) operating margin; (5) return on net assets,
investment, capital, equity, or sales; (6) economic value
added; (7) direct contribution; (8) net income; pretax
earnings; earnings before interest and taxes; earnings before
interest, taxes, depreciation and amortization; earnings after
interest expense and before extraordinary or special items;
operating income; income before interest income or expense, unusual
items and income taxes, local, state, federal or foreign and
excluding budgeted and actual bonuses which might be paid under any
ongoing bonus plans of the Company; (9) working capital;
(10) management of fixed costs or variable costs;
(11) identification and/or consummation of investment
opportunities or completion of specified projects in accordance
with corporate business plans,
including strategic mergers, acquisitions or
divestitures; (12) total shareholder return; (13) debt
reduction, (14) market share; (15) entry into new
markets, either geographically or by business unit;
(16) customer retention and satisfaction; (17) strategic
plan development and implementation, including turnaround plans;
(18) stock price; and/or (19) funds from operations. Any
of the above goals may be determined on an absolute or relative
basis or as compared to the performance of a group of companies or
a published or special index deemed applicable by the Committee
including
