Exhibit 10.1

 

[Letterhead of World Fuel Services]

 

October 25, 2011

 

Re:  Notice of changes to your Restricted Stock Unit Agreements to address certain tax laws

 

Dear Mr. Clementi,

 

You currently hold restricted stock units (“Restricted Stock Units”) with respect to shares of World Fuel Service Corporation’s (the “Company”) common stock, par value U.S. $0.01 per share (“Shares”), that were granted to you under the Company’s 2006 Omnibus Plan, as it may be amended from time to time (the “Plan”), pursuant to Restricted Stock Unit award agreements between you and the Company, dated March 15, 2009, March 15, 2010 and March 15, 2011, respectively, each as amended on May 20, 2011 and as may be further amended from time to time (each, an “RSU Agreement”).  In accordance with its authority pursuant to Section 19(a) of the RSU Agreements, the Compensation Committee of the Board of Directors of the Company is hereby amending the RSU Agreements to address certain requirements of Section 409A of the Internal Revenue Code of 1986.  Accordingly, effective at 11:59 p.m. on December 31, 2011, your RSU Agreements will be deemed to incorporate the provisions of this notice.

 

Notwithstanding anything to the contrary set forth in any RSU Agreement or any other agreement that relates to your Restricted Stock Units:

 

1.                                       Vesting and Forfeiture of Shares.  Section 3(b)(i) of your RSU Agreements is hereby deleted in its entirety and replaced with the following:

 

“(i)  (A)  Except as otherwise determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”) as set forth in Section 3(b)(i)(B) hereof, the Restricted Stock Units shall become fully vested and nonforfeitable in the event that a Change of Control occurs while the Participant is employed by the Company or any Subsidiary.  The vested Restricted Stock Units shall be converted, as of the effective date of the Change of Control, into a fully-vested fixed cash amount equal to the product of (x) fair market value (as determined by the Committee in its discretion) of the per Share consideration received by holders of Shares in the transaction constituting the Change of Control and (y) the number of Shares subject to the Restricted Stock Units (the “CIC Cash-Out Amount”).  The CIC Cash-Out Amount shall be credited with interest at the 10-year U.S. Treasury Securities rate or, if greater as of the effective date of the Change of Control, the prime rate as published in the Wall Street Journal, during the period commencing upon consummation of the Change of Control and ending on the date that the CIC Cash-Out Amount is paid to the Participant in accordance with Section 5(b) hereof.  For the avoidance of doubt, the Participant will not forfeit any portion of the CIC Cash-Out

 











 

Amount upon termination of employment for any reason, whether pursuant to Section 3(b)(ii), 3(b)(iii), 3(b)(iv) or otherwise.  In the event that Restricted Stock Units have been converted into the CIC Cash-Out Amount, the provisions of Sections 5(c) and 5(d) relating to settlement of Restricted Stock Units shall apply to settlement of the CIC Cash-Out Amount.

 

(B)  Notwithstanding Section 3(b)(i)(A) hereof, if in the event of a Change of Control the Committee determines that the successor company shall assume or substitute for the Restricted Stock Units as of the date of the Change of Control, then the vesting of the Restricted Stock Units that are assumed or substituted shall not be so accelerated as a result of such Change of Control.  For this purpose, the Restricted Stock Units shall be considered assumed or substituted only if (1) the Restricted Stock Units that are assumed or substituted vest at the times that such Restricted Stock Units would vest pursuant to this Agreement and (2) immediately following the Change of Control, the Restricted Stock Units confer the right to receive for each unvested Restricted Stock Unit held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may provide that the consideration to be received upon the vesting of any Restricted Stock Unit will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value (on a per share basis) to the per share consideration received by holders of Shares in the transaction constituting a Change of Control.  The determinations of (1) whether the Restricted Stock Unit shall be assumed or substituted in accordance with this Section 3(b)(i)(B) or shall convert into the CIC Cash-Out Amount in accordance with Section 3(b)(i)(A) hereof and (2) in the event that this Section 3(b)(i)(B) is applicable, such substantial equality of value of consideration shall be made by the Committee in its sole discretion and such determinations shall be conclusive and binding.  The award resulting from the assumption or substitution of the Restricted Stock Units by the successor company shall continue to vest after the Change of Control transaction in accordance with the Vesting Schedule, and shall be referred to hereafter as the “Acquirer RSUs”.  Notwithstanding the preceding sentence, in the event of termination of the Participant’s employment by the successor company or its affiliates without Cause or by the Participant for Good Reason within 24 months following such Change of Control, the portion of the Acquirer RSUs that had not vested as of the date of the Change of Control and that did not otherwise become vested after the Change of Control shall become vested as of the last day of the Restricted

 

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Period as defined in the Employment Agreement, provided, however, that such vesting shall be conditioned upon Participant’s compliance with Sections 4 and 6 of the Employment Agreement throughout the Restricted Period.  From and after a Change of Control pursuant to which Restricted Stock Units are treated in accordance with this Section 3(b)(i)(B), (x) all references in this Agreement to Restricted Stock Units shall be deemed to refer to Acquirer RSUs, and (y) all references to “Shares corresponding to” or “Shares underlying” any Restricted Stock Units shall be deemed to refer to the consideration corresponding to or underlying Acquirer RSUs.”

 

2.                                       Settlement of Awards.  Sections 5(a) and (b) of your Restricted Stock Unit Agreements are hereby deleted in their entirety and replaced with the following:

 

(a)  Delivery of Stock.  The Company shall deliver the Shares corresponding to the vested Restricted Stock Units to the Participant within 30 days following the applicable Vesting Date; provided that, in the event that a portion of the Restricted Stock Units shall vest in connection with a termination of the Participant’s employment (i) due to death, the Company shall deliver the Shares with respect to such pro rata portion within 30 days following the Termination Date, or (ii) due to a Section 409A Disability or any Separation from Service that results in payment pursuant to Section 3(b)(i)(B), Section 3(b)(iii) or Section 3(b)(iv) hereof, the Company shall deliver the Shares attributable to such portion (to the extent such Restricted Stock Units become vested) within 30 days following the second anniversary of the Termination Date.

 

(b)  Delivery of CIC Cash Amount.  The Company shall deliver to the Participant the CIC Cash-Out Amount (plus interest credited thereon) within 30 days following the Vesting Date applicable to the Restricted Stock Units to which the CIC Cash-Out Amount relates, provided that in the event of the Participant’s termination of employment prior to the applicable Vesting Date (i) due to death, the Company shall deliver the CIC Cash-Out Amount within 30 days following the Termination Date, or (ii) due to Section 409A Disability or a Separation from Service for any reason that is not covered by the preceding clause (i), the Company shall deliver the CIC Cash-Out Amount within 30 days following the second anniversary of the Termination Date.

 

3.                                       Dividend Equivalents.  In addition to the entirety of Section 6 of your RSU Agreements, the following sentence is hereby added to the end of Section 6(b)(i):

 

“In the event that Restricted Stock Units are converted into the CIC Cash-Out Amount pursuant to Section 3(b)(i)(A) hereof, the Cash Account that relates to such Restricted Stock Units shall be added to the CIC Cash Amount and shall be paid to the Participant in accordance with Section 5(b) hereof.”

 

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4.                                       Compliance with Section 409A.  Section 19(b)(i) of your RSU Agreements is hereby replaced in its entirety with the following:

 

“(i)  Payments or delivery of Shares or cash in respect of the Participant’s Cash Account or, if applicable, the CIC Cash-Out Amount, under this Agreement may not be made earlier than (u) the Participant’s Separation from Service, (v) the date the Participant incurs a Section 409A Disability, (w) the Participant’s death or (x) a “specified time (or pursuant to a fixed schedule)” specified in this Agreement at the date of the deferral of such compensation;”

 

5.                                       Usage and Interpretation.  For the avoidance of doubt, (a) with respect to Sections 6(b)(i), 7, 9, 19 and 20 of your RSU Agreements, references to the “Cash Account” shall be interpreted to include the CIC Cash-Out Amount, and (b) the reference to “Section 6(b)” in Section 9(c) of your RSU Agreements shall be deemed to refer to “Section 5 (and, if applicable, Section 6)”.

 

6.                                       Definitions.  All capitalized terms used in this notice but not otherwise defined herein will have the same meaning as defined in the Plan or in the relevant RSU Agreement.  In addition, this notice and your RSU Agreements shall be deemed to incorporate the following terms as defined in this Section 6:

 

(a)  “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder;

 

(c)  “Section 409A Disability” means a “disability” within the meaning of Section 409A; and

 

(d)  “Separation from Service” means a termination of employment with the Company and its Subsidiaries that constitutes a “separation from service” within the meaning of Section 409A.

 

7.                                       Full Force and Effect.  Except as specifically set forth herein, this notice shall not, by implication or otherwise, alter, amend or modify in any way any terms of any RSU Agreement, all of which shall continue in full force and effect.

 

8.                                       Governing Law/Jurisdiction.  The validity and effect of this notice shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to any conflict-of-law rule or principle that would give effect to the laws of another jurisdiction.   Any dispute, controversy, or question of interpretation arising under, out of, in connection with, or in relation to the RSU Agreements or any amendments thereof, or any breach or default hereunder, shall be submitted to, and determined and settled by, litigation in the state or federal courts in Miami-Dade County, Florida.  Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Miami-Dade County, Florida.  Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any litigation in Miami-Dade County, Florida.

 

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9.                                       Entire Agreement.  This notice, together with the Plan and the RSU Agreements, contains the entire agreement between you and the Company concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between you and the Company with respect hereto.

 

	
 
    	
 
    	
WORLD   FUEL SERVICES CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
by
    
	
 
    	
 
    	
 
    	
/s/ R. Alexander Lake
    
	
 
    	
 
    	
 
    	
Name:   R. Alexander Lake
    
	
 
    	
 
    	
 
    	
Title:   SVP, General Counsel and Corporate Secretary
    
	
 
    	
 
    	
 
    
	
ACCEPTED   AND AGREED,
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
/s/   Michael S. Clementi
    	
 
    	
 
    
	
 
    	
Name:   Michael S. Clementi
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Date:
    	
October   25, 2011
    	
 
    	
 
    
						


 

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