EXHIBIT 10.b
WORLD
FUEL
SERVICES
CORPORATION
May 13, 1999
Xx. Xxxxx X. Xxxxxx
000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxxxxxx, Xxxxxxx 00000
Re: Employment Agreement Between Xxxxx X. Xxxxxx and World Fuel
Services Corporation (the "Company") dated March 31, 1996,
as amended
Dear Xxxxx:
As approved by the Compensation Committee of the Board of Directors, at its
meeting of March 24, 1999, this letter is intended to extend and amend the
above-referenced employment agreement (the "Agreement"). Unless otherwise
defined in this letter, all capitalized terms used herein will have the meanings
assigned to them in the Agreement. According to the terms of the current
Agreement, the Company has now agreed to employ you until March 31, 2002. The
Company has agreed to extend your employment from March 31, 2002 through March
31, 2004 (the "Extension") and in consideration for such extension, you have
agreed to cap the amount of the Bonus payable to you under the Agreement. In
this regard, for good and valuable consideration, we have agreed as follows:
1. The Company agrees to extend the term of Executive's employment with
the Company for two additional years so that it now expires on March
31, 2004.
2. During the Extension, your Base Salary shall be $500,000 per year,
and your Bonus shall be equal to five percent (5%) of the net
pre-tax profit of the Company in excess of $7,000,000; provided,
however, that the Bonus shall not exceed 150% of your Base Salary.
Prior to the Extension, your Base Salary and Bonus shall remain at
the rates set forth in the Agreement prior to this Amendment.
3. The following paragraph is added as new Section 2.4 of the
Agreement:
2.4 STOCK OPTIONS. Executive will be eligible to receive annual
grants of stock options as determined by the Compensation
Committee of the Board of Directors of the Company. The grant of
such stock options shall not exceed the maximum number of shares
permitted under the applicable stock option plan, and will be
based on the Executive's performance, the Company's performance
and the availability of shares. Any options granted to Executive
hereunder, and any options granted to Executive prior to the
date hereof, shall upon the occurrence of a Change of Control
(as defined in the Agreement) immediately vest and become
exercisable, notwithstanding anything to the contrary contained
in Exhibit "A" to the Agreement or in the applicable stock
option agreement or stock option plan.
The terms of this amendment shall supersede any contrary terms set forth in the
Agreement. Except for the modifications of the Agreement set forth above, all of
the terms, provisions and conditions set forth in the Agreement, including
without limitation the Covenant Against Unfair Competition set forth in Section
6 of the Agreement, shall remain in full force and effect. If the foregoing
correctly sets forth our agreement, please sign this letter on the line provided
below whereupon this letter shall constitute a binding agreement between you and
the Company.
Sincerely yours,
/s/ XXXX X. XXXXXX
-----------------------------------
Xxxx X. Xxxxxx
Chairman of the Compensation Committee
AGREED AND ACCEPTED:
/s/ XXXXX X. XXXXXX
-----------------------------------
Xxxxx X. Xxxxxx
