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             Our non-management directors are also reimbursed by us for their travel, food, lodging and related expenses incurred in connection with attending Board, committee and shareholder meetings, as well as continuing education programs.

Equity Awards

             In 2014,2015, the Board elected to grant each non-management director approximately $130,000 worth of restricted stock units ("RSUs") for board service and an additional $10,000 worth of RSUs as the fee for service on the Governance Committee. This resulted in each non-management director receiving 3,035 RSUs, other(other than Mr. Benitez who received a pro rata portion when he joined the Board on January 1, 2015 of 1,234Stebbins) receiving 2,798 RSUs. In addition, when Mr. Stebbins, became a

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non-management director, on January 1, 2015, he received 1,1462,598 RSUs, which is the pro rata portion of the RSUs granted for board service only since he is not independent and is, therefore, currently ineligible to serve on the Governance Committee.

             The RSUs vest on the earlier of: (i) the day prior to the Annual Meeting that next follows the grant date or (ii) one year from the grant date. Upon vesting of the RSUs, 50% of the underlying shares will be issued. The issuance of the remaining 50% of the shares will be deferred for three years from the grant date or until the director ceases to be a member of the Board, whichever occurs first.

             Our proposed 2016 Omnibus Plan includes limits on equity awards that may be granted to non-management directors. The table below summarizes the compensation paid by us to our non-management directors for services rendered in 2014.2015. Directors who are employed by us do not receive additional compensation for serving as directors.

DIRECTOR COMPENSATION

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Director Stock Ownership Guidelines

             Each non-management director is required to accumulate, over a period of five years following election to the Board, a minimum of five times the annual fee for service on the Board, or $300,000, in our common stock. All of our non-management directors, with the exception of Mr. Benitez, who joined the Board on January 1, 2015, have achieved stock ownership levels in excess of the amount required. Vested RSUs and stock units that a director has elected to defer until retirement are included in the calculation of whether the minimum ownership requirement has been achieved.

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             The following table sets forth certain information with respect to our current executive officers and lists their current titles. A summary of the background and experience of Mr.Messrs. Birns, isCrosby and Rau are set forth in the paragraphparagraphs following the table. The background and experience of Mr. Kasbar is described above in the section titled "Proposal No. 1—Election of Directors." All executive officers serve at the discretion of the Board.

   ��            IRA M. BIRNS has served as our Executive Vice President and Chief Financial Officer since April 2007. From August 2004 to March 2007, Mr. Birns served as Vice-President and Treasurer and Vice President-Investor Relations of Arrow Electronics, Inc., a NYSE company and electronics distributor. From May 2002 until August 2004, he served as Vice President and Treasurer of Arrow Electronics, Inc. Prior thereto and from 1996, he served as Treasurer of Arrow Electronics, Inc. He was Assistant Treasurer of Arrow Electronics, Inc. from 1989 to 1996. Mr. Birns is a member of the Board of Trustees of the New World Symphony of Miami, Florida.

MICHAEL J. CROSBY has served as our Executive Vice President of Global Land since March 2016. Previously, he served as our Executive Vice President of Land Americas since April 2015. From January 2014 to March 2015, Mr. Crosby was the Chief Operating Officer of Next Generation Energy Logistics, a private equity-backed fuel and lubes distribution business, where he was instrumental in raising capital and executing the company's acquisition and consolidation strategy. Prior to that, from June 2011 to December 2013, Mr. Crosby served as President of Maxum Petroleum's industrial business, including the marine and rail segments. From January 2009 to December 2010, Mr. Crosby served as Chief Executive Officer of Highlands Override Inc., a new business venture owned by Irving Oil Corporation, a company specializing in finished energy products. From June 2004 to December 2008, Mr. Crosby served as Chief Operating Officer at Irving Oil Corporation, prior to which he was its Chief Resource Officer from November 1999 to May 2004.

JOHN P. RAU has served as our Executive Vice President of Global Aviation and Marine since March 2016. Previously, he served as our Executive Vice President of Aviation from April 2014 and as our Senior Vice President of Aviation Americas from October 2011 to April 2014. From July 1995 to October 2011, Mr. Rau served as Managing Director at American Airlines, where he was responsible for the purchase and management of jet fuel, utilities, deicing fluids, and transportation, as well as management of American's supplier diversity program. From January 1987 to July 1995, Mr. Rau served as Manager of Fuel Supply and Trading at United Airlines. Prior to that, he served as United Airlines' Operations Manager from January 1987 to November 1988. From May 1985 to January 1987, Mr. Rau was a Supply, Marketing and Distribution representative for Koch Industries.

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             The following Compensation Discussion and Analysis contains statements regarding future individual and Company performance goals. These performance goals are disclosed in the limited context of our executive compensation program and should not be understood to be statements of management's expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

             This Compensation Discussion and Analysis is designed to provide our shareholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the 20142015 compensation of our named executive officers, or NEOs. As discussed in Proposal 23 of this proxy statement, we are conducting a Say-on-Pay vote this year that requests your approval, on a non-binding advisory basis, of the compensation of our NEOs as described in this section and in the tables and accompanying narrative contained below under "Executive Compensation." To assist you with this vote, you should review our compensation philosophy, the design of our executive compensation programs and how, we believe, these programs have contributed to our financial performance.

             For 2014,2015, our NEOs were:

             In March 2016, John Rau, Executive Vice President, Global Aviation and Marine and Michael Crosby, Executive Vice President, Global Land, became executive officers of the Company.

Executive Summary

Executive Compensation Philosophy and Objectives

Pay for Performance Alignment

             The foremost principle of our compensation philosophy is that the compensation of our NEOs should be closely linked with, the financial performance of, and reasonable in relation to, the level of shareholder value created.created through the Company's financial, operating and strategic performance. The Committee believes that the use of incentive compensation, particularly equity-based compensation awards, and equitytogether with stock ownership and retention guidelines are effective methods for aligning the interests of our executives and our shareholders. As demonstrated in the chart below, since establishing our comprehensive incentive compensation award program in 2009, we believe the Total Realizable Compensation of our named executive officers, Messrs. Kasbar and Birns, has been in alignment with our total shareholder return, or TSR, over the relevant period.

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Total Realizable Compensation of Named Executive Officers vs. Indexed TSR*

*

The indexed TSR represents the value of $100 invested in the Company's common stock on December 31, 2008 and assumes that all dividends are re-invested in our stock.

             This illustration is made using the named executive officers' "Total Realizable Compensation" for their performance in each of fiscal years 2009 through 20142015 (see "Alternate Summary Compensation Table" beginning on page 3742 for more information regarding fiscal year 20142015 and the calculation of "Total Realizable Compensation").

Performance Metrics Aligned with Value Creation

             We believeConsistent with our incentive compensation programs should be based upon our performance in creatingobjective of rewarding shareholder value rather than ourcreation, we select performance in relation to any peer group, as there are very few comparable publicly-held companies against which to accurately measure ourmetrics that we believe if achieved, will most directly translate into both strong short-term financial performance and executive compensation.long-term value thereby resulting in higher share prices. Consequently, our annual cash incentive awards and annual equity performance-based awards arehave been largely tied to the growth of our net income ("Net After-Tax Income") or, in the caseand, to a lesser extent, achievement of Mr. Clementi, who was the President of our Aviation Segment during 2014, the growth in the net operating income of our aviation segment ("Aviation NOI"), asindividual performance metrics that we believe these are metrics that most directly translate into growth in shareholder value through higher share prices and make further investments inwill help us achieve our business.strategic objectives. Because of variability in business conditions within the industries in which we operate, we believe our performance should be measured and rewarded primarily over annual periods.

Ensuring Retention and Continued Engagement through Multi-Year Vesting Requirements

             In order to promote retention of our named executive officers and provide further incentive for creating shareholder value, we believe executives should be required to provide services over multi-year periods in order to vest in equity-based awards. Consequently, all of

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the equity awards granted to our Chief Executive Officer and Chief Financial Officer in 20142015 vest over three or five year periods.

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Strong Compensation-Related Corporate Governance Policies

             To ensure continued alignment of compensation with Company performance and the creation of shareholder value without encouraging excessive risk-taking, our Committee has adopted strong compensation-related corporate governance policies, including the following:

•

Negative Discretion on Annual Compensation—The Committee can use "negative discretion" to reduce payouts in order to align with Company and individual performance.



•

Cap on Annual CompensationIncentive Awards—Annual cash incentive awards and annual equity performance-based awards under our comprehensive incentive compensation program, or Annual Incentive Program, are subject to a maximum, and the total direct compensation that can be earned by any of our named executive officers under the Annual Incentive Program is capped.



•

Stock Ownership and Retention Guidelines—Our executive officers are subject to stock ownership guidelines. Our current stock ownership guidelines range from 7x base salary for our Chief Executive Officer to 5x for our Chief Financial Officer and 3x for all other executive officers. The stock ownership guidelines provide that executive officers must attain the applicable ownership requirement within five years of the date such individual becomes an executive officer. Shares that are pledged as collateral are excluded from such calculations. Furthermore, our executive officers are required to retain 50% of any net after-tax shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual ceases to be a named executive officer, if earlier). As of April 12, 2016, all of our current named executive officers are in compliance with the stock ownership requirements.



•

Anti-Hedging Policy—Our hedgingWe have a robust anti-hedging policy that prohibits all of our directors, executive officers and employees from (1) engaging in hedging or monetization transactions, such as prepaid variable forward contracts, equity swaps, collars and exchange funds, which are designed to hedge or offset any decrease in the market value of our common stock or (2) buying or selling of publicly traded options based on our common stock or engaging in short sales of our securities.



•

Stock Ownership and Retention Guidelines—Our executive officers are subject to stock ownership guidelines. Our current stock ownership guidelines range from 7x base salary for our Chief Executive Officer to 5x for our Chief Financial Officer and 3x for all other executive officers. Shares that are pledged as collateral are excluded from such calculations. Furthermore, our named executive officers are required to retain 50% of any net after-tax shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual ceases to be an executive officer, if earlier). As of April 14, 2015, all of our current named executive officers are in compliance with the stock ownership requirements.

The Compensation-Setting Process

             Annually, the Committee reviews and assesses:

•

with respect to each named executive officer, his responsibilities and roles with respect to overall corporate policy-making and strategy, management, operations and administration, the importance of retaining the executive the executive's length of service and his individual performance evaluations;

performance;

•

recent and historical growth and profitabilityfinancial performance and forecasts for the upcoming years, recent stock price movements, current and expected business conditions and cost of capital; and

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•

the nature, amounts, award terms and mix of all elements of the named executive officers' compensation, both individually, for internal consistency, and in the aggregate, to ensure that our executive compensation programs adhere to the core principles as described above under "Executive Compensation Philosophy and Objectives."

             The Committee also reviews comprehensive tally sheets to ensure that it is fully informed of all the compensation and benefits each named executive officer has received as an employee of the Company. The tally sheets include information such as the aggregate amounts realized from prior years' compensation, the potential future payout scenarios at various levels of growth taking into account any outstanding unearned performance-based awards, and the current value (as compared to the grant date fair value) of outstanding equity awards and of each named executive officer's shareholdings in the Company (what some commentators call an "accumulated wealth analysis"). However, the Committee does not specifically use such tally sheets or accumulated wealth analysis as a material factor in determining the named executive officer's compensation for a given year.

•

providing assistanceassisted in the preparation and review of tally sheets and other quantitative analysis used in the compensation setting process;



•

assistingassisted the Committee in developing a competitive analysis of our NEO compensation;



•

providingprovided recommendations for the 20142015 compensation for our NEOs;



•

performingperformed a competitive analysis of compensation levels for non-employee directors and providingprovided recommendations for our director compensation program;



•

reviewingreviewed the Compensation Discussion and Analysis in the annual proxy statement; and



•

providingprovided general advice on the plans, agreements or other documents the Committee iswas asked to adopt or approve.

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             In addition, Compensation Strategies assisted the Committee with the design of the proposed 2016 Omnibus Plan and advised the Committee in its selection of the companies that comprise our compensation comparison companies for 2016.

2015 Say-on-Pay Vote

             At our 20142015 annual meeting of shareholders, we sought and received by an overwhelming majority (over 98%82% of votes cast, excluding abstentions and non-votes), shareholder approval, on a




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non-binding, advisory basis, of the 20132014 compensation of our named executive officers. We regularly engage with our shareholders to understand better their perspectives on our compensation programs. As discussed above under "Shareholder Engagement" on page 15, during 2015 we interacted with 18 of our 25 largest active shareholders of our common stock, representing approximately 48 percent of our shares. The Committee reviewedhas subsequently made certain changes to our 2016 long-term incentive compensation program payable to our executive officers to enhance predictability and shareholder alignment. Specifically, beginning in 2016, we are implementing a performance-based long-term incentive program to complement the favorable resultsexisting annual incentive program. On an annual basis, executives will be granted an opportunity to earn equity, with the actual number of this Say-on-Pay vote andshares earned determined not to materially alter our compensation practices for 2014.based on the Company's financial performance over the subsequent three-year period.

20142015 Compensation Program

Elements of Compensation

             The Committee uses a variety of compensation elements to establish individual compensation programs for each of its named executive officers. The table below sets forth the compensation elements that the Committee uses in its programs and the objective of each of these elements.

Compensation Element		Objective		Key Features
Base Salary		• Provide cash compensation for performing management job responsibilities		• Based on an individual's experience, tenure and capacity for growth
Annual Performance-Related Cash Incentive Awards		• Motivate and reward management's achievement of annual growth in profitability		• Calculated as a % of the Company's Net After-Tax Income or, in the case of Mr. Clementi, Aviation NOI • Earned based on annual growth in the Company's Net After-Tax Income or, in the case of Mr. Clementi, Aviation NOI
				• • Paid in March of the next year, but included in the Summary Compensation Table ("SCT") in the year for which it was earned

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Compensation Element		Objective		Key Features
Strategic Objective Cash Incentive Awards		• Motivate and reward management's achievement of strategic goals that contribute to the Company's long-term growth and operational excellence		• Payable only if the Company's consolidated net revenues ("CNV") are equal or greater than 75% of CNV for the prior year • Earned based on achievement of pre-established performance goals tied to operational and strategic objectives
				• • Paid in March of the next year, but included in the SCT in the year for which it was earned




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Compensation Element		Objective		Key Features
Performance-Related Equity-BasedEquity- Based Awards		• AlignDirectly align management interests with those of shareholders		• Awarded in the form of performance-based RSUs or in certain cases, SSARs
		• Motivate and reward achievement of sustainable earnings growth as a significant portion of pay is at risk until the sustainability of Company performance has been tested over a reasonable period of time • Provide further long-term incentives for creating shareholder value • Promote retention		• Awarded in the form of performance-based restricted stock units, or RSUs, and, with respect to Mr. Stebbins, service-based RSUs • Performance-based RSUs are earned based on annual growth in the Company's Net After-Tax Income or, • Any earned RSUs will be issued in March of the next year, and the value of any issued RSUs will be included in the case of Mr. Clementi, Aviation NOI SCT in the year in which they are issued (i.e. the year after they are earned)
		• Promote retention		• Once earned,issued, RSUs vest over a period of time based on continued service • Paid in March of the next year, and included in the SCT in the year in which it was paid (i.e. the year after)

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Compensation Element		Objective		Key Features
Employee Benefits and Executive Perquisites		• Retain highly qualified executives over the course of their careers		• Participation in 401(k) plan and health, disability and life insurance plans on the same terms as all employees and country club memberships for business meetings and business-related entertainment
				• • We do not provide any pension or other defined benefit retirement plans

             In connection with performance-related awards for Messrs. Stebbins, Kasbar and Birns, the Committee may (1) use its discretion to determine on a case-by-case basis the extent of recognition or charges to Net After-Tax Net Income derived from companies acquired by mergers or other corporate transactions and the manner of recognition, and (2) elect to restructure any incentive award formula in the event of a significant merger or acquisition by any means the Committee determines in its discretion to be reasonable. For Mr. Clementi, the maximum positive impact to total direct compensation from any acquisitions completed in the Aviation segment during the performance year could not exceed $1,500,000. Finally,recognition. In addition, for all named executive officers, the Committee may exercise negative discretion on the prescribed incentive awards in accordance with the terms of the 2013 Executive Incentive Plan (the "EIP"), and 2006 Omnibus Plan, as amended and restated (the "Omnibus Plan"), as deemed appropriate by the Committee, such as when there is a disconnect between TSR and compensation.

             In addition to the compensation elements set forth above, the Committee may grant sign-on awards, special retention awards or other discretionary awards from time to time.time, such as the 2015 SSAR awards described below. The Committee uses these awards to attract, reward and retain key executives that it believes are integral to our overall long-term success, as well as to promote business continuity, drive growth and drive growth.ensure proper focus on achieving our long-term strategic objectives. These types of awards are also used to further align executives' interests with those of the Company's shareholders and diversify the mix of compensation under the executive's compensation program.




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20142015 Compensation Program Overview

             In 2014,2015, our Committee used each of the compensation elements described in the table above in establishing the executive compensation programs for Messrs. Kasbar Birns and ClementiBirns and determined the amounts that could be earned for each of these elements in accordance with our pay-for-performance philosophy. Base salary was the only fixed portion of the named executive officers' direct compensation and represented the smallest portion of the total compensation each executive could earn.earn based on expected performance levels. The remainder of the direct compensation for Messrs. Kasbar and Birns (consisting of annual performance-related cash incentives, RSUs, and strategic objective cash incentives)incentives, and equity awards) was variable and designed to (1) share with these named executive officers a portion of the Company's Net After-Tax Income at each level of growth that is achieved and (2) reward the named executive officers for achievement of those strategic objectives that the Committee believes will contribute to the Company's long-term growth and operational excellence. Mr. Clementi's direct compensation (consisting of annual performance-related cash incentive and RSUs) was also variable and designed to share a portion of the Company's Aviation NOI at each level of growth achieved.

                Recognizing his role and distinct responsibilities as Executive Chairman, theThe Committee maintained a separatedid not establish an executive compensation program for Mr. Stebbins with higher fixed compensationClementi in 2015 as

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on March 13, 2015, the Company and a significantly reduced performance-based component. Consequently, Mr. Stebbins' compensation program for 2014 consisted of base salary, performance-related and service-based equity-based awards, standard employee benefits, minimal executive perquisites and did not include any cash incentive awards.Clementi agreed that he would retire from his position, effective March 16, 2015.

Kasbar and Birns Compensation Program

             For 2014,2015, the Committee reviewed the compensation program for Messrs. Kasbar and Birns and, asbased on this review, determined to maintain a result (1) approved maintaining itssimilar comprehensive incentive compensation award approach and (2) decided to also create the opportunity for each executive to earn certain cash incentive awards based on the achievement of specified strategic objectives.as utilized in 2014.

Annual Incentive Compensation Award.Awards. As in prior years, each of Messrs. Kasbar and Birns could earn an annual cash and equity-based incentive awardsaward equal to a prescribed portion of the Net After-Tax Income created at each level of Net After-Tax Income growth, as long as a threshold Net After-Tax Income growth was achieved. The award is payable in cash and equity with the proportion of the award payable in equity generally increasing, and the proportion of the award payable in cash generally decreasing, as the aggregate amount of the award increases.

             The Committee established the incentive payout that will be payable at the threshold, the maximum and each intermediary level of Net After-Tax Income growth. The amount of incentive payout would increase as Net After-Tax Income growth increased, however, the slope of the graph line marking the incentive payouts at each growth level was curvilinear, which is why we refer to that slope as the "incentive payout curve". In general, as larger incentive awards are earned by Messrs. Kasbar and Birns, an increasing portion of the incentive awards is provided as equity-based incentive awards with retention requirements, and a decreasing portion is provided as cash incentive awards. The Committee also establishesestablished a cap for total direct compensation (base salary, annual cash incentive award, strategic objective cash incentive award and performance-based equity awards).

             For 2014,2015, the Committee approved the following metricssame metric for the 2014 comprehensive incentive compensation award for each of Messrs. Kasbar and Birns:

•

Birns as the threshold forprevious year—growth in Net After-Tax Income growth was set at 3%;



•

the maximum Net After-Tax Income growth was set at 35% for Mr. Kasbar and 40% for Mr. Birns; and



•

Income. The total direct compensation for 20142015 under the program was capped at $10,000,000$9,000,000 for Mr. Kasbar and $4,738,143$3,895,000 for Mr. Birns.




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                For 2014, our Net After-Tax Income growth was 9.2%, however, the Committee exercised its discretion to exclude 25% of a one-time gain related to the sale of the Company's interests in certain crude oil joint ventures. The Committee believed it appropriate to include 75% of such gain as the sale was a result of a strategic decision to among other things, reallocate resources to better manage the Company's portfolio. As adjusted, our year-over-year change in Net After-Tax Income was 8.0%. An adjusted Net After-Tax Income growth of 8.0% resulted in (i) Mr. Kasbar earning an annual cash incentive award of $724,521 and a $436,188 performance-based equity award and (ii) Mr. Birns earning an annual cash incentive award of $259,410 and a $184,121 performance-based equity award.

Strategic Objective Cash Incentive Award. For 2014,2015, the Committee also provided Messrs. Kasbar and Birns the opportunity to earn a cash incentive award up to a maximum of $650,000 and $250,000, respectively, upon achievement of specified strategic objectives, subject toprovided that the Company earning at least 75% ofCompany's consolidated net revenues for the2015 were at least equal to 75% of prior year.year consolidated net revenues. The objectives included measures considered to be of strategic importance to the Company.

                For 2014,Company, such as global organizational development and alignment and execution of the Company's consolidated net revenues were 108% of 2013 consolidated net revenues. Based on the Company meeting the threshold,strategies relating to operational excellence.

Clementi Retirement

             As discussed earlier, the Committee then evaluated Messrs. Kasbar and Birns' performance against the objectives. For 2014, the Committee conducted a qualitative assessment and determined that each of Messrs. Kasbar and Birns achieved 100% of the 2014 strategic objectives.

Clementi Compensation Program

                Under the separatedid not establish an executive compensation program that was established by the Committee in March 2008 for Mr. Clementi he received a base salary of $500,000in 2015 as the Company and was eligible to receive performance-related cash incentive and RSU awards based on the performance of the Company's aviation segment, of which he was President during 2014.

                Under his compensation program, Mr. Clementi was eligible to receive a percentage of the net operating income of the aviation segment that varied according to the achievement of specified levels of growth in Aviation NOI up to a maximum of $5,000,000 in total compensation. Under the program, growth in Aviation NOI was calculated as the percent of growth above a baseline net operating income established at the beginning of the year. The baseline net operating income for a particular year was the final net operating income of the aviation segment for the preceding year, adjusted to reflect the annualized net operating income of any businesses acquired in the preceding year. For any calendar year in which growth in Aviation NOI was negative, Mr. Clementi was not entitled to receive an annual cash incentive award or performance-related RSU award and the total compensation calculation for the following calendar year would have been negatively impacted by lowering the percentages of net operating income paid out at each level of growth in Aviation NOI achieved for that year.

                In the event Mr. Clementi's total compensation calculated under the program was $1,000,000 or less, any balance left after subtracting his base salary would be allocated to his annual cash incentive award. In the event Mr. Clementi's total compensation under the program exceeded $1,000,000, the excess amount would be allocated 50% to an annual cash incentive award and 50% to an RSU award (50% of which would vest on the third anniversary of the grant date and 50% of which would vest on the fourth anniversary of the grant date subject to his continued service). Mr. Clementi's compensation under the program was capped at $5,000,000, and for 2014, the maximum positive impact from any acquisitions completed in the 2014 calendar year could not exceed $1,500,000.

                Aviation NOI growth for 2014 was negative. Consequently, Mr. Clementi did not earn an annual cash incentive award or any performance-based RSUs for 2014.

                On March 13, 2015, we agreed with Mr. Clementi that he would retire from his position, effective March 16, 2015.2015 (the "Termination Date"). In connection with his retirement, Mr. Clementi's employment agreement was terminated




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and he was entitled to receive those payments and benefits provided for inupon a termination without cause as set forth in his employment agreement and the award agreements governing histhe RSUs granted to him in March 2012 and 2014 under his annual incentive program and the RSArestricted stock award granted to him in February 2013. See "Outstanding Equity Awards at Fiscal Year End" beginning on page 43 of this proxy statement for additional information regarding these equity awards. Further information regarding the payment amounts and benefits is alsoSpecifically, provided under "Potential Payments upon Termination of Employment or Change of Control" beginning on page 45 of this proxy statement.

Stebbins Compensation Program

                The Committee also established a separate compensation program for Mr. Stebbins with higher fixed compensation and a significantly reduced performance-based component as compared to his program when he served as our chief executive officer. Mr. Stebbins' employment agreement, as amended, provided for a base salary of $750,000, which was subject to change from time to time as determined by the Committee. In addition, the Committee approved the following compensation program for 2014:

•

a grant of service-based RSUs with a grant date value of $249,997, or 5,642 RSUs, vesting on the first anniversary of the date of grant;



•

a grant of performance-related RSUs with a grant date value of $249,997, or 5,642 RSUs, subject to the following terms:



•

the threshold for Net After-Tax Income growth was set at 11%; and



•

the maximum Net After-Tax Income growth was set at 15%;



•

total direct compensation for 2014 under the program would be capped at $1,250,000.

                For 2014, our adjusted Net After-Tax Income growth was 8.0%, consequently, Mr. Stebbins' performance-related RSUs were not earned.

Non-Renewal of Employment Agreement.    On April 11, 2014, we announced that Mr. Stebbins would step down as Executive Chairman ofClementi complies with the Board immediately after the 2014 Annual Meetingnon-compete and the Board would appoint Mr. Kasbar to the position of Chairman. In connection with this transition, on April 11, 2014, we amended the employment agreement with Mr. Stebbins to reflect (i) the non-renewal of the employment agreement after the expiration date of the current term on January 1, 2015, and (ii) the change in Mr. Stebbins' title as a result of his stepping down as Executive Chairman of the Board. As a result of the non-renewal, Mr. Stebbins is entitled to receive (x) $750,000 per year, payable throughout each of 2015 and 2016, (y) continued health insurance benefits or reimbursement for health insurance as providedother restrictions set forth in his employment agreement and (z)the related separation agreement (collectively, the "Clementi Agreements") during the four-year restricted period, Mr. Clementi will continue to receive his base salary of $500,000 through March 2017 and, on

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the fourth anniversary of the Termination Date a lump sum in the amountcash payment of $1,500,000 payable in January 2017. In addition, alland an aggregate of his outstanding58,798 shares of common stock underlying the equity awards that were not vestedremained unvested on the date of termination will continue to vest in accordance with their original terms.Termination Date.

20142015 Compensation

Base Salary

             The 2014 base salaries of Messrs. Kasbar, Birns and Clementi ranged from 11% to 32% of the maximum cash compensation that each executive could earn if the maximum performance levelsThere were achieved. In 2014, the Committee reviewed base salaries for each NEO and noted that the base salaries for each of Messrs. Kasbar and Birns were at the same levels since 2006 and 2009, respectively, and that both salaries were below those competitive salary levels paid in the industry. Consequently, the Committee increased Mr. Kasbar'sno base salary from $575,000 to $750,000 and Mr. Birns' base salary from $450,000 to $500,000 to make the compensation of both NEOs more competitive with industry levels and to reflect each executive's experience, tenure and contribution to the Company.increases in 2015 for our named executive officers.




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Annual Incentive Program

Performance-Related Cash Incentive Awards

             The awardtable below sets forth the amounts and award percentages for the cash component of the annual cash incentive awards that could have been earned by Mr. Kasbar and Mr. Birns in 2015 (1) at the threshold and maximum performance levelslevel of 3% growth in Net After-Tax Income and (2) at the maximum performance level of 31% growth in Net After-Tax Income. In addition, the table provides the actual cash amount earned based on our achievement of an adjusted Net After-Tax Income growth of 8.0% in 2014 are set forth in the table below.award received by Mr. Kasbar and Mr. Birns during 2015.


20142015 Annual Cash Incentive Awards


		Net After-Tax Income Growth(1)										Net After-Tax Income Growth(1)
Executive		Threshold(2)			Maximum(2)			Actual(2)				Threshold(2)			Maximum(2)			Actual
Michael J. Kasbar,		$	100,375		$	3,700,000		$	724,521			$	162,500		$	3,050,000		$	0
Chairman, President and Chief Executive Officer			(13%)			(493%)			(97%)				(22%)			(407%)			(0%)
Ira M. Birns,		$	48,367		$	1,575,000		$	259,410			$	73,069		$	1,325,000		$	0
Executive Vice President and Chief Financial Officer			(10%)			(315%)			(52%)				(15%)			(265%)			(0%)

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(1)

The threshold and maximum performance levels were 3% and 35% for Mr. Kasbar and 3% and 40% for Mr. Birns. For Net After-Tax Income growth achieved between the threshold and maximum levels, the executive incentive payout is calculated as a portion of the Net After-Tax Income achieved, based upon the incentive payout curve established by the Committee.



(2)

The threshold, maximum and actual award payouts are shown in dollar amounts and (in parentheses) as percentages of the base salary of the named executive officer.

             In 2014,2015, we did not have positivemeet the threshold growth in Aviation NOI.for Net After-Tax Income established by the Committee for Messrs. Kasbar and Birns. As a result, under Mr. Clementi's compensation program, he was not entitled to receive anneither named executive officer received a 2015 annual performance-related cash incentive award.

Performance-Related Equity-Based Awards

             The Committee chose to award RSUs for the performance-related equity portion of the annual incentive awards based on tax considerations. If earned, the vesting of the RSU awards are subject to each executive's continued service and vest as follows: (i) for Messrs. Kasbar and Birns, one-third ratably on the first, second and third anniversary of the grant dates, (ii) for Mr. Stebbins, 100% in March 2015 and (iii) for Mr. Clementi, 50% on the third anniversary ofThe table below sets forth the grant date and 50% on the fourth anniversary of the grant date. The vesting schedule provides an incentive for the executive to remain employed by us throughout the vesting period and for creating long-term shareholder value. The grant datefair values of the performance-related RSU component of the annual incentive awards that could have been earned by each of Messrs.Mr. Kasbar and Mr. Birns in 2015 (1) at the threshold and maximum performance levelslevel of 3% growth in Net After-TaxAfter Tax Income and (2) at the grant date valuesmaximum

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Table of the RSUs that were actually earned based on our achievementContents

performance level of adjusted38% growth in Net After-Tax Income growth of 8.0% in 2014 are set forth inAfter Tax Income. In addition, the table below.provides the actual award received by Mr. Kasbar and Mr. Birns during 2015.


20142015 Performance-Related Equity Awards


		Net After-Tax Income Growth(1)										Net After-Tax Income Growth(1)
Executive		Threshold(2)			Maximum(2)			Actual(2)				Threshold(2)			Maximum(2)			Actual
Michael J. Kasbar,		$	49,625		$	5,550,000		$	436,188			$	105,625		$	4,550,000		$	0
Chairman, President and Chief Executive Officer			(7%)			(740%)			(58%)				(14%)			(607%)			(0%)
Ira M. Birns,		$	32,833		$	2,663,143		$	184,121			$	42,250		$	1,820,000		$	0
Executive Vice President and Chief Financial Officer			(7%)			(533%)			(37%)				(8%)			(364%)			(0%)

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(1)

The threshold and maximum performance levels were 3% and 35% for Mr. Kasbar and 3% and 40% for Mr. Birns. For Net After-Tax Income growth achieved between the threshold and maximum levels,




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the executive incentive payout is calculated as a portion of the Net After-Tax Income achieved, based upon the incentive payout curve established by the Committee.





(2)

The threshold, maximum and actual award payouts are shown in dollar amounts and (in parentheses) as percentages of the base salary of the named executive officer, based on the estimated grant-date fair value of our common stock underlying such awards, using a closing stock price on the date of grant of $54.10.officer.

             Since neither adjusted Net After-Tax Income nor Aviation NOI metdid not meet the threshold growth established by the Committee for Messrs. StebbinsKasbar and Clementi,Birns, no RSUs were awarded in respect of the 2015 Annual Incentive Program.

Strategic Objective Cash Incentive Award

             For 2015, the Company's consolidated net revenues were 106% of 2014 consolidated net revenues. In determining that Messrs. Kasbar and Birns should receive the full value of the cash incentive awards of $650,000 and $250,000, respectively, neither NEO earnedthe Committee recognized that their performance in respect of their strategic objectives was critical to establishing a 2014 performance-based equity incentive award under his compensation program.foundation for future value creation. In particular, the organization was restructured and key leaders were hired or promoted to provide leadership in areas considered to be of strategic importance to the Company, including marketing, strategy, technology and supply and trading. In addition, Mr. Rau was promoted to lead our Aviation and Marine segments globally and Mr. Crosby was hired and then subsequently promoted to lead our Land segment globally. The Company also achieved key milestones related to its multi-year enterprise resource planning upgrade project.

2015 SSAR AwardsSpecial 2014 Equity Awards.    Recognizing the changing complexity of our business, during

             During the evaluation of Messrs. KasbarKasbar's and Birns' 20142015 compensation, the Committee determined to provide further incentives for Messrs. Kasbar and Birns to drive shareholder value and the long-term sustained growth. As a result,growth of the Company. The Committee concluded that such incentives would be appropriate to effectively motivate, reward and retain these NEOs in light of the current competitive environment. Consequently, in March 2014,2015, the Committee decided to grant Messrs. Kasbar and Birns a one-time award of RSUs of 112,84215,000 and 45,137 shares,6,000 SSARs, respectively, having grant date fair values of $5,000,000$221,700 and $2,000,000,$88,680, respectively. The RSUSSAR awards each vest one-fifth ratably over fivethree years beginning on the first anniversary of the grant date and were earned uponwill expire five years from the achievementgrant date.

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Table of consolidated net revenues for the 2014 fiscal year being greater than 75% of consolidated net revenues for the 2013 fiscal year.Contents

Employee Benefits and Executive Perquisites

             In keeping with our pay-for-performance philosophy, only limited standard employee benefits and executive perquisites are provided to our named executive officers as described below in order for us to be successful in attracting and retaining executives.below. The total amount of employee benefits and executive perquisites provided to the named executive officers during 2014 was2015 represents only a small percentage of each named executive officer's total compensation.compensation and are comprised of those benefits which we believe are necessary to attract and retain executives.

Retirement and Deferred Compensation

             We maintain the World Fuel Services Corporation 401(k) Profit Sharing Plan, or our 401(k) Plan, to enable eligible employees to save for retirement through a tax-advantaged combination of elective employee contributions and our matching contributions. The 401(k) Plan allows eligible employees, including our named executive officers, to elect to contribute a percentage of their eligible compensation on a pre-tax basis, up to the maximum dollar amounts permitted by law. In 2014,2015, the maximum employee elective contribution to the 401(k) Plan was $17,500,$18,000, plus an additional $5,500$6,000 for employees who were at least 50 years old in 2014.2015. Eligible compensation generally means all wages, salaries and fees for services from us. Matching contributions under the 401(k) Plan are discretionary. For 2014,2015, we matched 50% of the first 6% of eligible compensation that each eligible participant elected to contribute to the 401(k) Plan. The portion of an employee's account under the 401(k) Plan that is attributable to matching contributions vests immediately.

             We do not maintain any pension, non-qualified deferred compensation plan, supplemental executive retirement plan or other defined benefit retirement plans for our named executive officers. However, the prior employment agreementsagreement in effect for Messrs. Stebbins andMr. Kasbar provided that any bonusesbonus payable to either of themhim that would not be deductible under Section 162(m) of the Code ("Section 162(m)") for the year earned would be deferred until a fiscal year in which theyit would be deductible. Payment of the deferred bonus would be made in all events in the year in which the executive'sMr. Kasbar's employment terminates or the employment agreement expired. Any amount deferred in this manner is being credited with interest at the prime rate as published in the Wall Street Journal. Pursuant to such provision, Mr. Stebbins received $21,763 upon expiration of his employment agreement.




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Other Benefits and Perquisites

             Our named executive officers are eligible for the same health and welfare benefits as are available to all of our eligible employees during active employment. These benefits include medical, dental, vision, short-term and long-term disability and term life insurance and accidental death and dismemberment coverage. To address certain gaps in long-term disability coverage that existed, the Committee approvedOur named executive officers receive additional individual disability insurance coverage and are eligible for our named executive officers in 2014. In addition, effective January 1, 2014, we supplemented our term life insurance with additional executive life insurance coverage for our named executive officers.coverage. We pay the entire cost of coverage of the term life insurance and executive life insurance as well as short-term disability and a portion of the cost of coverage for medical and dental insurance for the named executive officers and their covered dependents.

             Messrs. Kasbar and Birns are, and Messrs. Stebbins anduntil his retirement, Mr. Clementi were during 2014,was, also provided with a country club membership to be used for business entertainment purposes and to facilitate business meetings.

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Alternate Summary Compensation Table

             The following table summarizes the "Total Realizable Compensation" of our named executive officersMessrs. Kasbar and Birns for the fiscal year ended December 31, 2014.2015. We define "Total Realizable Compensation" to be the sum of all value earned by the executive from continued employment during the applicable year (the "Calculation Year"), including:

(1)

base salary;



(2)

benefits and perquisites;



(3)

the value as of the grant date of any cash or equity-based incentive award made under the Annual Incentive Program for the Calculation Year and the amount of any Strategic Objective Cash Incentive Award;



(4)

the change (+/–), from the grant date to December 31^st31st of the Calculation Year, in the current value (as distinct from the expense value) of any equity-based incentive award made during the Calculation Year under the Annual Incentive Program for the year immediately preceding the Calculation Year;



(5)

the change (+/–), from December 31^st31st of the year immediately preceding the Calculation Year to December 31 of the Calculation Year (or the date on which the award vests, if earlier), in the current value (as distinct from the expense value) of all outstanding equity-based incentive awards made under the Annual Incentive Program in prior years and for which vesting is subject to continued service during all or any part of the Calculation Year; and



(6)

the amortized expense value as of December 31^st31st of the Calculation Year (or the anniversary of the grant date on which the award vests, if earlier), of any option, stock-settled appreciation rights ("SSAR"),SSAR, restricted stock, or RSU awards that were granted, other than under the Annual Incentive Program, in the Calculation Year or any




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prior year and that were unvested as of December 31 of the prior year (or the grant date, if later) to the extent the Company expects such awards to vest.

Name and Principal Position		Year			Salary			Benefits and Perquisites			Non-Equity Incentive Plan Compensation			Stock Awards			Change in Current Value			Total
Michael J. Kasbar, Chairman, President and Chief Executive Officer			2014		$	713,542		$	43,076		$	1,374,521		$	1,494,524	(1)	$	180,330		$	3,805,993
Ira M. Birns, Executive Vice President and Chief Financial Officer			2014			489,583			33,909			509,410			634,128	(1)		49,482			1,716,512
Michael S. Clementi, Aviation Segment President, World Fuel Services, Inc.			2014			500,000			31,804			—			625,000	(2)		215,366			1,372,170
Paul H. Stebbins, Former Executive Chairman			2014			750,000			32,493			—			249,997	(3)		169,887			1,202,377

Name and Principal Position(1)		Year			Salary			Benefits and Perquisites			Non-Equity Incentive Plan Compensation			Stock Awards			Change in Current Value			Total
Michael J. Kasbar,			2015		$	750,000		$	64,228		$	650,000		$	1,322,100	(2)	$	25,800		$	2,812,128
Chairman, President and Chief Executive Officer
Ira M. Birns,			2015			500,000			50,806			250,000			555,510	(2)		913			1,357,229
Executive Vice President and Chief Financial Officer

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(1)

Mr. Clementi retired from his position as Aviation Segment President in March 2015. Accordingly, the Committee did not establish an executive compensation program for Mr. Clementi in 2015.



(2)

This amount includes (i) the grant date value of the performance-based RSUs earned by Messrs. Kasbar and Birns under their 2014 Annual Incentive Program ($436,188 and $184,121 for Messrs. Kasbar and Birns, respectively), and (ii) the amortized expense value of the special award of SSARs granted to Messrs. Kasbar and Birns in March 2013 and 2015 (see "Grants of Plan based Awards" table on page 4247 for additional information about these awards). This amount does not include any expense value for the performance-based RSAs granted in 2012 to Messrs. Kasbar and Birns, respectively, which could be earned by Messrs. Kasbar and Birns in 2017 based on an estimated compound average annual rate of growth in consolidated earnings per share, on a fully diluted basis ("CAGR in EPS") of at least 10%, during the five yearfive-year measurement period ending December 31, 2016 ("Measurement Period") as we are not currently amortizing any expense value for the award (the "2012 Special Long-Term Incentive Award") (see "Outstanding Equity Awards at Fiscal Year End" table on page 4348 of this proxy statement for additional information about this award).



(2)

This amount is the amortized expense value

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Table of a one-time service-based RSU granted in February 2013 (see "Summary Compensation Table" on page 41 of this proxy statement for additional information about the award).



(3)
This amount reflects (i) the amortized expense value of 5,642 service-based RSUs granted to Mr. Stebbins in March 2014, which vested in March 2015 and are included in the Summary Compensation Table for 2014, and (ii) the balance of the amortized expense value for 2014 related to 6,316 service-based RSUs granted to Mr. Stebbins in March 2013, which vested in March 2014.
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Agreements with Executives

             Our Committee believes that it is important to protect our intellectual capital. Accordingly, we maintain agreements with certain of our named executive officers that provide consideration for, and thus ensure the effectiveness of, important non-compete and other restrictive covenants and consulting obligations applicable under such agreements following termination of employment. The Committee believes that these agreements serve to encourage the continued attention and dedication of the executives to their assigned duties and mitigate the uncertainty and questions a potential change of control may raise among executives. The Committee also deems these agreements to be appropriate and necessary to attract and retain these executives.

             Our Committee generally views the potential payments and benefits payable under a termination or change of control scenario as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive than other elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation. See "Potential Payments upon Termination of Employment or Change of Control" beginning on page 4550 of this proxy statement for a discussion of these agreements and certain compensation and benefits that will be provided in the event of the termination of the employment of our named executive officers.




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Equity Grant Practices

             Our equity grant policy provides that equity grants made to named executive officers related to prior year performance will be effective on March 15 of each year. Annual grants of equity awards to directors will be effective on the date that the director is elected or re-elected to the Board. Grants made to new hires or existing employees (excluding executive officers) will be effective on one of the following quarterly dates per year: February 10, May 10, August 10, and November 10.

             Under the terms of the 2006 Omnibus Plan and the proposed 2016 Omnibus Plan, we are not permitted to cancel outstanding stock options or SSARs for the purpose of re-pricing or otherwise replacing or re-granting such options or SSARs with an exercise or conversion price that is less than the exercise or conversion price of the original stock option or SSAR without shareholder consent. We do not have a program, plan or practice of timing equity award grants in order to benefit our executive officers or in coordination with the release of material non-public information. All grants of equity awards to executive officers are approved by the Committee at a meeting of the Committee and not by written consent.

Tax and Accounting Implications

Deductibility of Executive Compensation

             As part of its role, the Committee reviews and considers the deductibility of executive compensation under Section 162(m). Section 162(m) provides that the Company may not take a federal income tax deduction for compensation in excess of $1,000,000 paid in any year to any of our named executive officers (excluding our Chief Financial Officer) to the extent that such compensation is not "performance-based" as defined under Section 162(m). To qualify as "performance-based," certain pre-established objective performance goals or certain other conditions must be met. Annual cash incentive awards under our EIP and equity-based

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awards under our 2006 Omnibus Plan and proposed 2016 Omnibus Plan may be granted in a manner so that they willare intended to qualify for the "performance-based" exception to Section 162(m).

             We generally seek to preserve such tax deductibility for compensation to the extent practicable, although the Committee retains flexibility to approve, when appropriate, compensation arrangements which promote the objectives of our compensation program but which do not qualify for full tax deductibility. Accordingly, in the future, the Committee may also determine, in light of applicable circumstances, to award certain compensation in a manner that will not preserve the deductibility of such compensation under Section 162(m).

Accounting for Share-Based Compensation

             Before granting equity-based compensation awards, the Committee considers the accounting impact of the award, including the compensation cost and the grant date fair value, as structured and under various other scenarios in order to analyze the expected impact of the award.

Stock Ownership Policies

             The Committee has adopted a stock retention requirement and stock ownership guidelines to align the interests of named executive officers with those of our shareholders and ensure that the executives responsible for overseeing operations have an ongoing financial stake in the Company's success.

Stock Retention Requirement

             Our named executive officers are required to retain at least 50% of any shares acquired (net of any shares that would need to be withheld or sold to satisfy any applicable income and employment taxes relating to the award) pursuant to any equity award granted since January 1, 2005after they become an executive officer for three years after the shares are delivered (or until the individual ceases to be an executive officer of the Company, if earlier). All of our current named executive officers are in compliance with these retention requirements.




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Stock Ownership Requirement

             Our named executive officers are subject to the stock ownership guidelines set forth below, which are expressed as a multiple of base salary determined by leadership level.

Position		Multiple of Base Salary
Chief Executive Officer			7
Chairman of the Board (if an executive officer)			5
Chief Financial Officer			5
All Other Executive Officers			3

             Equity vehicles that count towards compliance with the ownership requirement include: common stock, unvested time-lapsetime-based restricted stock or RSUs, and the earned portion of performanceperformance-based awards. Unexercised stock options or stock appreciation rights, the unearned portion of performanceperformance-based awards and any shares of common stock that are pledged as collateral do not count towards the requirement.

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             The Committee uses the three-year average closing stock price on the last trading day of each fiscal year to determine compliance and to manage against the risk of the named executive officers falling out of compliance due to volatility in the stock price. The Committee has discretion to determine the penalties for non-compliance, including: requiring the payment of cash incentives in equity, instituting a higher equity retention requirement and reductionreducing or elimination ofeliminating incentive compensation. Furthermore, the Committee, in its discretion, may determine the appropriate hardship relief, if any, for non-compliance including: allowing named executive officers additional time to regain compliance and suspending ownership requirements in the event of extreme volatility in the Company's stock price.

             The stock ownership guidelines provide that executive officers must attain the applicable ownership requirement within five years of the date such individual becomes an executive officer. Our directors are also subject to stock ownership requirements as described on page 2428 of this proxy statement under "Director Compensation". All of our current named executive officers are in compliance with the above requirements.

Derivatives, Hedging and Pledging Transactions

             We prohibit our directors, executive officers and employees from engaging in hedging or monetization transactions, such as prepaid variable forward contracts, equity swaps, collars and exchange funds, which are designed to hedge or offset any decrease in the market value of our common stock. We also do not permit the buying or selling of publicly traded options based on our common stock or engaging in short sales of our securities. The purpose of these policies is to align the interests, including the economic risk of ownership, of directors, executive officers, employees and shareholders.

             We also discourage our directors, executive officers and employees from holding our common stock in a margin account or pledging our common stock as collateral for a loan. Any directors or executive officers who wish to pledge shares must first obtain the prior approval of the General Counsel and the Governance Committee. As noted above, any shares pledged as collateral will not count towards any executive officer's respective stock ownership requirement.

Compensation Committee Report on 20142015 Executive Compensation

             The Committee is responsible for establishing and administering the executive compensation programs of the Company. The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A.

Ken Bakshi, Chairman
Richard A. Kassar, Member
Stephen K. Roddenberry, Member




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Summary Compensation Table

             The following table summarizes the "total compensation" of our named executive officers for the fiscal years ended December 31, 2015, 2014, 2013, and 20122013 according to the rules promulgated by the SEC.


SUMMARY COMPENSATION TABLE


Name and Principal Position		Year			Salary			Stock Awards(1)(2)			Option Awards			Non-Equity Incentive Plan Compensation(2)(3)			All Other Compensation(4)			Total
Michael J. Kasbar Chairman, President and     Chief Executive Officer			2014 2013 2012		$	713,542 575,000 575,000		$	5,549,473 — 8,030,546	(6)	$	— 800,007 —		$	1,374,521 453,828 —	(5)	$	69,463 46,750 38,879		$	7,706,999 1,875,585 8,644,425
Ira M. Birns Executive Vice President     and Chief Financial Officer			2014 2013 2012			489,583 450,000 450,000			2,076,898 — 2,012,060			— 400,020 —			509,410 275,500 —	(5)		50,853 41,450 35,491			3,126,744 1,166,970 2,497,551
Paul H. Stebbins Former Executive Chairman			2014 2013 2012			750,000 750,000 750,000			249,997 249,987 3,688,564	(7)		— — —			— — —			59,268 43,105 34,639			1,059,265 1,043,092 4,473,203
Michael S. Clementi Aviation Segment President,     World Fuel Services, Inc.			2014 2013 2012			500,000 500,000 500,000			977,434 2,999,979 913,896			— — —			— 1,477,445 —			56,643 42,446 35,276			1,534,077 5,019,870 1,449,172

Name and Principal Position		Year			Salary			Stock Awards(1)(2)			Option Awards(1)(3)			Non-Equity Incentive Plan Compensation(2)			All Other Compensation(4)			Total
Michael J. Kasbar			2015		$	750,000		$	436,208		$	221,700		$	650,000	(5)	$	67,192		$	2,125,100
Chairman, President and			2014			713,542			5,549,473			—			1,374,521			69,463			7,706,999
Chief Executive Officer			2013			575,000			—			800,007			453,828			46,750			1,875,585
Ira M. Birns			2015			500,000			184,102			88,680			250,000	(5)		53,770			1,076,552
Executive Vice President			2014			489,583			2,076,898			—			509,410			50,853			3,126,744
and Chief Financial Officer			2013			450,000			—			400,020			275,500			41,450			1,166,970
Michael S. Clementi			2015			92,441			—			—			—			406,042	(6)		498,483
Former Aviation Segment			2014			500,000			977,434			—			—			56,643			1,534,077
President, World Fuel Services, Inc.			2013			500,000			2,999,979			—			1,477,445			42,446			5,019,870

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(1)

The amounts shown represent the estimated aggregate grant date fair value of the awards made in each fiscal year relating to common stock, restricted stock, RSUs and RSUsSSARs granted to the named executive officers. The estimated grant date fair value of these awards is based on the grant date market value of our common stock as defined in the 2006 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of awards are set forth in Note 7 (for fiscal year 2012) and Note 8 (for fiscal years 2013 and 2014) to the consolidated financial statements in Item 15 of the respective annual reports on Form 10-K.10-K for the fiscal years 2015, 2014 and 2013.



(2)

Our Comprehensive Incentive Compensation Award program provides that a portion of our annual incentive compensation is paid in cash and a portion is paid in restricted stock units based on our Net After-Tax Income growth for the year (or Aviation NOI in the case of Mr. Clementi).year. In accordance with SEC rules, the cash component of the award is reflected for the performance year to which it relates and the equity awards are reflected in the year granted (i.e. the year after the performance year). In 2013, our Net After-Tax Income growth was 7.3% and we had positive growth in Aviation NOI of 14.2%. Consequently, each of Messrs. Kasbar, Birns and Clementi received an aggregate comprehensive incentive compensation award of $1,003,291, $352,367 and $2,454,890, respectively, of which the equity portion is reflected in the 2014 amounts above.



(3)

For 2014, our adjusted Net After-Tax Income growth was 8.0%, earning. Consequently, each of Messrs. Kasbar and Birns received an aggregate comprehensive incentive compensation award of $1,160,709 and $443,531, respectively,respectively. The equity portion of this award, which was awarded in the cash componentform of RSUs, is reflected in the 20142015 amounts above. Mr. Clementi did not earn an annual cash incentive



(3)

The amounts shown in this column include a one-time award since we did not have positive growth in Aviation NOI in 2014.to each of Messrs. Kasbar and Birns, of 15,000 and 6,000 SSARs, respectively, having grant date fair values of $221,700 and $88,680, respectively.



(4)

The amounts shown in this column representinclude insurance benefits, club membership dues, and matching contributions paid under our 401(k) plan and dividends paid on non-vested restricted stock in each case paid to or on behalf of the named executive officers. From time to time, our employees, including our executive officers, receive benefits for which there is no incremental cost to us, such as occasional use of tickets to sporting or other cultural events that were purchased for business but remain unutilized.



(5)

This amount includesrepresents strategic objective cash incentive awards earned by Messrs. Kasbar and Birns based upon their achieving 100% of the Company's 2014their 2015 strategic objectives. These awards were also subject to the Company earning at least 75% of consolidated net revenues for the prior year. For 2014, each of Messrs. Kasbar and Birns achieved the specified strategic objectives and the Company's consolidated net revenues were 108% of 2013 consolidated net revenues. Consequently, Messrs. Kasbar and Birns earned a 2014 strategic objective cash incentive award of $650,000 and $250,000, respectively.



(6)

ThisMr. Clementi retired from his position with the Company, effective March 16, 2015. Pursuant to the Clementi Agreements, he will continue to receive his base salary then in effect for the 24 month period immediately following the Termination Date provided he complies with the non-compete and other restrictions set forth in such agreements during the four-year restricted period following the Termination Date. The amount reflects the grant date fair value of performance-based RSAs which can only be earned and vest if the Company's 5-year CAGR exceeds 10%.



(7)

This amountshown in this column includes the service-based RSUs to Mr. Stebbins in March 2014, which vest in MarchClementi's salary continuation for 2015.




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Grants of Plan-Based Awards

             The following table provides additional information about stock awards and equity and non-equity incentive plan awards granted to our named executive officers during the year ended December 31, 2014.2015. As a result of his retirement from his position with the Company, effective March 16, 2015, Mr. Clementi did not receive any grants of plan-based awards for 2015.


GRANTS OF PLAN-BASED AWARDS


								Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity-Based Incentive Plan Awards
																				All Other Stock Awards, Number of Shares of Stock or Units (#)			Grant Date Fair Value of Stock and Option Awards ($)(1)
Name		Grant Date			Committee Approval Date			Threshold ($)			Maximum ($)			Threshold (#)			Maximum (#)
Michael J. Kasbar     Chairman, President     and Chief Executive Officer			n/a n/a 03/15/14 03/15/14			03/06/14 03/26/14 03/06/14 03/06/14			100,375 —	(2) (3)		3,700,000 650,000	(2) (3)								112,842 12,400	(4) (5)		5,000,029 549,444	(4) (5)
Ira M. Birns     Executive Vice President     and Chief Financial     Officer			n/a n/a 03/15/14 03/15/14			03/06/14 03/26/14 03/06/14 03/06/14			48,367 —	(2) (3)		1,575,000 250,000	(2) (3)								45,137 1,735	(4) (5)		2,000,020 76,878	(4) (5)
Paul H. Stebbins     Former Executive Chairman			n/a 03/15/14			03/06/14 03/06/14									1,411	(6)		5,642	(6)		5,642	(6)		249,997 249,997	(6) (6)
Michael S. Clementi     Aviation Segment President,     World Fuel Services, Inc.			n/a 03/15/14			03/06/14 03/06/14			943,039			2,500,000									22,059	(7)		977,434	(7)

							Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity-Based Incentive Plan Awards
																			All Other Stock Awards, Number of Shares of Stock or Units (#)
																						Grant Date Fair Value of Stock and Option Awards(1) ($)
Name		Grant Date		Committee Approval			Threshold ($)			Maximum ($)			Threshold (#)			Maximum (#)
Michael J. Kasbar		n/a			03/30/15			162,500	(2)		3,050,000	(2)
Chairman, President and		n/a			03/30/15			—	(3)		650,000	(3)								15,000	(4)		221,700	(4)
Chief Executive Officer		03/31/15			03/30/15															8,063	(5)		436,188	(5)
		03/15/15			03/02/15
Ira M. Birns		n/a			03/30/15			73,069	(2)		1,325,000	(2)
Executive Vice President and		n/a			03/30/15			—	(3)		250,000	(3)								6,000	(4)		88,680	(4)
Chief Financial Officer		03/31/15			03/30/15															3,403	(5)		184,121	(5)
		03/15/15			03/02/15

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(1)

The amounts shown reflect the estimated aggregate grant-dategrant date fair value of the stock awards. The estimated aggregate fair value of our stock awards is based on the grant-dategrant date market value of our common stock, as defined in the 2006 Omnibus Plan and is computed in accordance with FASB ASC Topic 718.



(2)

The amounts shown reflect the threshold and maximum payouts that could have been earned as 20142015 annual performance-related cash incentive awards under the EIP. Based on adjustedFor 2015, the Company did not meet the threshold growth for Net After-Tax Income growth for 2014 of 8.0%, Messrs.established by the Committee. As a result, neither Mr. Kasbar andnor Mr. Birns earnedreceived an annual performance-related cash incentive awards of $724,521 and $259,410, respectively.award for 2015. Please see the discussion regarding the compensation programprograms for Messrs. Kasbar and Birns beginning on page 32 of this proxy statement for additional information. We did not have positive growth in Aviation NOI during 2014. Consequently, Mr. Clementi did not earn an annual cash incentive award for 2014. Please see the discussion regarding the compensation program for Mr. Clementi beginning on page 3338 of this proxy statement for additional information.



(3)

The amounts shown reflect the threshold and maximum payouts that could have been earned as strategic objective cash incentive awards under the EIP.EIP subject to the Company earning at least 75% of consolidated net revenues for the prior year. Based on consolidated net revenues of 108%106% of 20132014 consolidated net revenues and 100% achievement of the 2014their 2015 strategic objectives, Messrs. Kasbar and Birns earned cash incentive awards of $650,000 and $250,000, respectively.respectively for 2015. Please see the discussion regarding the compensation programprograms for Messrs. Kasbar and Birns beginning on page 3238 of this proxy statement for additional information.



(4)

IncludesThe amounts shown reflect a one-time equityaward of 15,000 and 6,000 SSARs granted to Messrs. Kasbar and Birns, respectively, having grant date fair values of RSUs that$221,700 and $88,680, respectively. These SSARs vest 20%one-third annually over five years beginning in March 2015, subject to earlier vesting upon a change of control or qualifying termination of employment.



(5)

Includes annual equity grant of RSUs of which 33% vests in each of March 2015 and March 2016 and 34% vests in March 2017.



(6)

Includes annual equity grant of RSUs, 50% in the form of service-based RSUs and 50% in the form of performance-related RSUs. The service-based RSUs vest in March 2015. Based on adjusted Net After-Tax Income growth of 8.0% for 2014, Mr. Stebbins did not earn any of the performance-related RSUs.2016. Please see the discussion regarding the compensation program for Mr. Stebbins2015 SSAR Awards beginning on page 3440 of this proxy statement for additional information.



(7)(5)

Includes annualIn 2014, our adjusted Net After-Tax Income growth was 8.0%. Messrs. Kasbar and Birns received an aggregate comprehensive incentive compensation award of $1,160,709 and $443,531, respectively, for 2014. The equity grantportion of this award, which was awarded in the form of RSUs, of which 50% vestsis reflected in each ofthe 2015 amounts above. These RSUs vest one-third annually beginning March 2017 and March 2018.2016.




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Outstanding Equity Awards at Fiscal Year-End

             The following table sets forth the outstanding equity awards at fiscal year-end, or December 31, 2014,2015, for our named executive officers.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


					Stock Awards
														Equity Incentive Plan Awards:
Name		Unexercisable			Option Exercise Price			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested(1)			Number of Unearned Shares, Units or Other Rights That Have Not Vested			Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)
Michael J. Kasbar     Chairman, President     and Chief Executive Officer			25,620 19,994	(2) (4)	$	39.580 45.517			03/15/18 03/15/18			112,842 12,400 26,818	(3) (5) (6)	$	5,295,675 581,932 1,258,569			90,000	(7)	$	4,223,700
Ira M. Birns     Executive Vice President     and Chief Financial Officer			14,055 8,540	(2) (4)		39.580 45.517			03/15/18 03/15/18			45,137 1,735 6,595 8,338	(3) (5) (6) (6)		2,118,279 81,424 309,503 391,302			20,000	(7)		938,600
Paul H. Stebbins     Former Executive Chairman												5,642 26,818	(6) (6)		264,779 1,258,569			5,624	(8)		264,779
Michael S. Clementi     Aviation Segment President,     World Fuel Services, Inc.(12)												22,059 21,383 17,391 58,507	(9) (10) (6) (11)		1,035,229 1,003,504 816,160 2,745,734

					Stock Awards
														Equity Incentive Plan Awards
																				Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)
Name		Unexercisable			Option Exercise Price			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested(1)			Number of Unearned Shares, Units or Other Rights That Have Not Vested
Michael J. Kasbar			12,810	(2)	$	39.580			03/15/18			90,274	(3)	$	3,471,938			90,000	(8)	$	3,461,400
Chairman, President			9,997	(4)		45.517			03/15/18			8,266	(5)		317,910
and Chief Executive Officer			15,000	(6)		57.48			03/31/20			8,063	(7)		310,103
Ira M. Birns			7,028	(2)		39.580			03/15/18			36,110	(3)		1,388,791			20,000	(8)		769,200
Executive Vice President			4,270	(4)		45.517			03/15/18			1,156	(5)		44,460
and Chief Financial Officer			6,000	(6)		57.48			03/31/20			3,403	(7)		130,879
Michael S. Clementi												22,059	(9)		848,389
Former Aviation Segment President, World Fuel Services, Inc.												10,692	(9)		411,214

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(1)

The amounts in this column are based on the closing price of our common stock on December 31, 20142015 of $46.93.$38.46.



(2)

This amount reflects SSARs that vest 50% in March 2015 and 50% in March 2016, subject to earlier vesting upon a change of control or qualifying termination of employment.



(3)

This amount reflects RSUs that vest 20%one-fourth annually over five years beginning in March 2015,2016, subject to earlier vesting upon a change of control or qualifying termination of employment.



(4)

This amount reflects premium-priced SSARs that vest 50% in March 2015 and 50% in March 2016, subject to earlier vesting upon a change of control or qualifying termination of employment. The premium-price of these shares is 115% of the fair market value on the date of grant.



(5)

This amount reflects RSUs that vest 33% inone-half annually beginning March 2015 and 2016, and 34% in March 2017, subject to earlier vesting upon a change of control or qualifying termination of employment.



(6)

This amount reflects RSUsSSARs that vest inone-third annually beginning March 2015,2016, subject to earlier vesting upon a change of control or qualifying termination of employment.



(7)

This amount reflects RSUs that vest one-third annually beginning March 2016, subject to earlier vesting upon a change of control or qualifying termination of employment.



(8)

This amount reflects the number of performance-based RSAs which would be earned by the named executive officer in 2017 assuming a minimum CAGR in EPS of 10%. These awards were granted in March 2012 and are subject to being earned based on a threshold amount of 10% up to a maximum of 25% CAGR in EPS during the five-year Measurement Period ending December 31, 2016, subject to the executive's continued service throughout the Measurement Period. Any earned portion will vest on the date after December 31, 2016 on which the Committee certifies in writing, based upon our audited financial statements, the extent to which the requisite CAGR in EPS has been achieved for the Performance Period but in no event later than March 15, 2017.



(8)

This amount reflects the maximum amount of performance related RSUs which could be earned based on achieving specific Net After-Tax Income growth for the year ending December 31, 2014. Based on the actual change in adjusted Net After-Tax Income for 2014 of 8.0%, no RSUs were earned and therefore these RSUs were forfeited in 2015. See the "Grants of Plan-Based Awards Table" for more information on these performance-related RSUs.




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(9)

This amount reflects RSUs that vest 50% in March 2017 and 50% in March 2018,2019 subject to earlier vesting upon a change of control or a qualifying termination of employment.



(10)

This amount reflects RSUs that vest 50% in March 2015 and 50% in March 2016, subject to earlier vesting upon a change of control or a qualifying termination of employment.



(11)

This amount reflects service-based RSUs that vest in February 2017, subject to earlier vesting upon a change of control or a qualifying termination of employment.



(12)

See "Potential Payments upon Termination of Employment or Change of Control" beginning on page 45 of this proxy statement for a discussion on the vesting of certain of these awards which occurred in March 2015 as a result of the termination of Mr. Clementi's employment agreement.compliance with the non-compete and other restrictions set forth in the Clementi Agreements during the four-year restricted period following the Termination Date.

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Option Exercises and Stock Vested

             The following table sets forth the stock vested during the year ended December 31, 20142015 for our named executive officers.

		Stock Awards
Name		Number of Shares Acquired on Vesting			Value Realized on Vesting(1)
Michael J. Kasbar     Chairman, President and Chief Executive Officer			40,645		$	1,800,980
Ira M. Birns     Executive Vice President and Chief Financial Officer			18,336			812,468
Paul H. Stebbins     Former Executive Chairman			46,961			2,080,842
Michael S. Clementi     Aviation Segment President, World Fuel Services, Inc.			40,714			1,804,037

		Stock Awards
Name		Number of Shares Acquired on Vesting			Value Realized on Vesting(1)
Michael J. Kasbar Chairman, President and Chief Executive Officer			53,520		$	2,895,432
Ira M. Birns Executive Vice President and Chief Financial Officer			24,539			1,327,560
Michael S. Clementi Former Aviation Segment President, World Fuel Services,  Inc.			58,798	(2)		3,214,452

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(1)

The amount shown in this column reflects the value realized upon vesting which is calculated by multiplying (a) the closing price of our common stock on the vesting date by (b) the number of shares of restricted stock or RSUs that vested. The value realized does not represent cash received by the named executive officer which may differ based on when the acquired shares are ultimately disposed of by the named executive officer.



(2)

Includes 30,716 shares of restricted stock that vested on the Termination Date but remain subject to Mr. Clementi's compliance with the non-compete and other restrictions set forth in the Clementi Agreements during the four-year restricted period following the Termination Date.

Non-Qualified Deferred Compensation

             The following table sets forth non-qualified deferred compensation during the year ended December 31, 20142015 for the named executive officers set forth below.


NON-QUALIFIED DEFERRED COMPENSATION


Name		Aggregate Earnings in Last Fiscal Year			Aggregate Balance at Last Fiscal Year-End
Michael J. Kasbar(1)     Chairman, President and Chief Executive Officer		$	6,280		$	196,619
Paul H. Stebbins(1)     Former Executive Chairman			689			21,588

Name		Aggregate Earnings in Last Fiscal Year			Aggregate Balance at Last Fiscal Year-End
Michael J. Kasbar(1) Chairman, President and Chief Executive Officer		$	6,524		$	203,143

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(1)

In 2006, Messrs. Stebbins andMr. Kasbar deferred portions of their bonuseshis bonus pursuant to the provisions of theirhis employment agreementsagreement then effective.




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Potential Payments upon Termination of Employment or Change of Control

             As described in greater detail below, our agreements with each of Messrs. Stebbins, Kasbar and Birns provides, and our agreement with Mr. Clementi provideuntil his retirement effective March 16, 2015 provided, for the payment of certain compensation and benefits in the event of the termination of the executive's employment, the amount of which varies, or in the case of Mr. Clementi, varied, depending upon the reason for such termination.

Messrs. Stebbins andMr. Kasbar

             On March 14, 2008, we entered into agreementsan agreement with Mr. Stebbins and Mr. Kasbar (each, an "Executive") containing identical terms. Onthat was subsequently amended on August 26, 2011 each of the agreements was amended to reflect the transition of (i) Mr. Kasbar from President and Chief Operating Officer to President and Chief Executive Officer, and (ii) Mr. Stebbins from Chairman of the Board and Chief Executive Officer to Executive Chairman of the Board, effective January 1, 2012. In April 2014, Mr. Stebbins'Kasbar's agreement was furtheragain amended to reflect (i) the non-renewal of his employment agreement after the expiration date of the current term on January 1, 2015, and (ii) the change in Mr. Stebbins' title as a result of his stepping down as Executive Chairman of the Board, effective as of May 29, 2014. Mr. Kasbar's agreement was also amended to change his title to Chairman, President and Chief Executive Officer of the Company, effective as of May 29, 2014.

                The Kasbar Mr. Kasbar's agreement, as amended (the "Kasbar Agreement""Agreement") provides for an annual base salary as determined by our Committee in its sole discretion, termination severance benefits, and such incentives and other compensation and amounts as the Committee may determine from time to time in its sole discretion. The Kasbar Agreement expires onprovides for an expiration date of December 31, 2016, unless terminated earlier, and will automatically extendextends 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 (the "Stebbins Agreement" and, together with the Kasbar Agreement, the "Agreements"), which expired on January 1, 2015, provided for an annual base salary of $750,000, which wascurrent term expires December 31, 2017, subject to change from time to time as determined by the Committee in its sole discretion, and termination severance benefits. In addition, subject to approval of the Committee, Mr. Stebbins was 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.foregoing renewal provision.

             The following definitions apply under the Agreements:Agreement:

             "cause" means (i) any act of fraud, misappropriation, embezzlement or material dishonesty by the Executive,Mr. Kasbar, which results in his personal enrichment at our expense; (ii) willful misconduct that results in material economic harm to us; (iii) a felony conviction or conviction for a crime involving moral turpitude; (iv) the willful and continued material failure of the ExecutiveMr. Kasbar to perform his duties under the Agreements;Agreement; (v) a willful and material breach by the ExecutiveMr. Kasbar of his non-compete, non-solicitation, non-disparagement or cooperation obligations under the AgreementsAgreement (and in the case of (i) through (v) the failure to cure such breach) or (vi) a material breach by the ExecutiveMr. Kasbar of our Code of Conduct, Securities Trading Policy or any other related corporate and personnel policies generally applicable to our executives or employees.

             "change of control" is deemed to have occurred if (i) any person or "group" (as defined in Section 13(d)(3) of the Exchange Act), excluding any employee benefit plans, becomes the beneficial owner of at least 20% of the combined voting power of our outstanding common stock; (ii) we merge, consolidate, reorganize or carry out any similar event which results in the holders of our common stock prior to the event owning less than 51% of the total voting power of the capital stock of the surviving company; (iii) our current Board ceases to make up at least²/3 of our Board, the board of the surviving company or the board of the controlling company, as the case may be, with the exception that any director approved by a vote of at least²/3 of our current Board will be considered to be a member of our current




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Board; (iv) we are liquidated or dissolved or we sell all or substantially all of our assets; (v) we enter into an agreement or our Board passes a resolution to do any of the

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items listed in (i)-(iv) above and the Executive'sMr. Kasbar's employment is terminated after the execution of any such agreement or the passage of any such resolution, but before the event takes place.

             "good reason" means (i) any reduction in the annual base salary of the ExecutiveMr. Kasbar to a level that is less than 85% of the Executive'sMr. Kasbar's base salary for the immediately preceding year or our failure to pay or provide any material compensation or benefit other than an insubstantial and inadvertent reduction that is remedied by us; (ii) following a change of control, our failure to provide the ExecutiveMr. Kasbar his total annual cash compensation, including bonus, total aggregate value of perquisites, total aggregate value of benefits or total aggregate value of long-term compensation equal to or higher than the highest level received by the ExecutiveMr. Kasbar in the preceding 6 months or 1 year, in certain cases, other than an insubstantial and inadvertent failure that is remedied by us; (iii) if we require the ExecutiveMr. Kasbar to be based at a location outside of Miami-Dade County, Florida; (iv) our failure to obtain any successor's agreement to perform and assume the Agreements;Agreement; (v) without the express prior written consent of the Executive,Mr. Kasbar, assigning the ExecutiveMr. Kasbar any duties that are materially inconsistent with his current position (including titles and reporting relationships) or making any other material adverse change in his position, authority, responsibilities or status; and (vi) a voluntary termination by the ExecutiveMr. Kasbar for any reason within 30 days following the first anniversary of a change of control. The Stebbins Agreement, as amended effective January 1, 2012, provides that the transition from Chairman of the Board and Chief Executive Officer to Executive Chairman of the Board will not constitute good reason for Mr. Stebbins.

             Pursuant to the Agreements,Agreement, we will pay and provide the following to the ExecutiveMr. Kasbar if the following termination events occur:

             Termination by the ExecutiveMr. Kasbar without Good Reason, by the Company for Cause or by the Company due to the Executive'sMr. Kasbar's Death or Disability:

             The "accrued obligations" listed below:

•

all accrued but unpaid base salary through the end of the term of the Agreements;

Agreement;

•

any accrued but unpaid annual cash incentive awards (referred to in this discussion and in the AgreementsAgreement as a "bonus") for bonus periods ending prior to the date the Agreements terminateAgreement terminates and, if termination is due to any reason other than termination by the Company for cause or by the ExecutiveMr. Kasbar without good reason, a pro rata bonus for the bonus period in which the date of termination occurs (or in the case of Mr. Stebbins at any time on or following January 1, 2012, any accrued and earned but unpaid bonus with respect to the 2011 performance period);

occurs;

•

any unpaid or unreimbursed expenses incurred in accordance with our policy;



•

any benefits accrued prior to, or otherwise provided after, termination of employment under our employee benefit plans, programs or arrangements in which the ExecutiveMr. Kasbar participates;



•

any rights or benefits under any stock option, restricted stock, RSU, SAR or other equity award that extend beyond the term of the Agreements;Agreement; and



•

any rights to indemnification by virtue of the Executive'sMr. Kasbar's position as our officer or director, whether pursuant to the terms of the Agreements,Agreement, our By-Laws or otherwise, and the benefits under any directors' and officers' liability insurance policy maintained by us.

             Termination by the ExecutiveMr. Kasbar for Good Reason, by the Company without Cause, Following a Change of Control or Non-Renewal:

•

the accrued obligations;

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•

an annualized amount of $750,000 ($1,250,000 for termination following a change of control) per year for a two-year period immediately following the termination date;



•

continued health insurance coverage in effect as of the termination date for the ExecutiveMr. Kasbar and his immediate family until the ExecutiveMr. Kasbar is no longer eligible for coverage under our health plans through COBRA or he becomes eligible for health insurance coverage through employment or services provided to another person or entity;



•

after the ExecutiveMr. Kasbar is no longer eligible for coverage through COBRA, reimbursement for the cost of obtaining private health insurance coverage that is comparable to the coverage provided to the ExecutiveMr. Kasbar and his immediate family until the ExecutiveMr. Kasbar turns 65 or, if earlier, the date on which neither the ExecutiveMr. Kasbar nor his surviving spouse is living provided that (i) coverage will not be provided for any period where the ExecutiveMr. Kasbar is eligible to receive coverage through employment or services provided to another person or entity; (ii) coverage will not be provided for any dependent over age 21 other than the Executive'sMr. Kasbar's spouse; and (iii) the aggregate amount the Company is required to pay for such coverage does not exceed $150,000 in the aggregate; and



•

a lump sum in the amount of $1,500,000 ($2,500,000 for termination following a change of control) within 5 business days of the last day of the "restricted period" (as defined below).

             The Agreements require the ExecutiveAgreement requires Mr. Kasbar to abide by certain restrictive covenants relating to non-competition and non-solicitation during the term of the AgreementsAgreement and for two years following termination of the Executive'sMr. Kasbar's employment for any reason (referred to above as the "restricted period") other than a termination following a change of control not approved by our Board. The ExecutiveMr. Kasbar is also required to cooperate with us regarding existing or future litigation or other proceedings after the term and to abide by certain non-disparagement provisions. The Executive'sMr. Kasbar's right to receive the foregoing payments and benefits other than the accrued obligations is conditioned on his compliance with the restrictive covenants and his provision of up to ten hours per calendar month of consulting services to the Company if requested to do so.

             In the event that (a) we terminate the AgreementsAgreement without cause, (b) the ExecutiveMr. Kasbar terminates for good reason or (c) the Agreements areAgreement is not renewed, any portion of an outstanding equity award that is not vested on the date of termination will continue to vest during the restricted period, with the final portion becoming vested on the last day of the restricted period. In addition, if the termination is due to the Executive'sMr. Kasbar's death or disability, all of the Executive'sMr. Kasbar's outstanding equity awards will vest and become immediately exercisable. However, pursuant to the amendment to Mr. Stebbins' agreement effective January 1, 2012, with respect to performance-based awards held by Mr. Stebbins, such payout would be determined based on actual performance during such period.

             In the event of a change of control following a termination of employment for Messrs. Stebbins orMr. Kasbar, all of such Executive'sMr. Kasbar's outstanding equity awards will vest immediately, unless the successor company assumes any such awards or substitutes such awards for awards with no less favorable terms, in which case, vesting of those awards will not be accelerated upon the change of control but, subject to certain conditions, will continue to vest during the restricted period, with the final portion becoming vested on the last day of the restricted period. In such case, any of Mr. Kasbar's awards that have multiple annual performance conditions will vest and/or accelerate unless their performance conditions have not yet been met, in which case,

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the performance conditions will be waived if doing so would not cause an award to no longer be exempt from the deduction limitations imposed by Section 162(m).

             Pursuant to the amendment to Mr. Stebbins agreement effective January 1, 2012, in the event of a change of control in which Mr. Stebbins does not become entitled to payout of his RSUs upon such change of control, any of Mr. Stebbins awards that are subject to any performance-based vesting criteria will no longer be subject to any performance-based vesting criteria (but will remain subject to service-based vesting criteria) and will be subject to full acceleration upon a qualifying termination by the Company without cause or by Mr. Stebbins for good reason.




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The Agreements provideAgreement provides that in the event that any amount or benefit payable under the Agreements,Agreement, taken together with any amounts or benefits otherwise payable to the ExecutiveMr. Kasbar by us or any affiliated company, are subject to the excise tax or parachute payments under Section 4999 of the 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 ExecutiveMr. Kasbar before such reduction.

             The AgreementsAgreement also provideprovides that any amounts that are not exempt from Section 409A of the Code ("Section 409A") will be subject to the required six-month delay in payment after termination of service if the ExecutiveMr. Kasbar is a "specified employee" for purposes of Section 409A at the time of termination of service. Amounts that otherwise would have been paid during this six-month delay will be paid in a lump sum at the end of such delay period.

Mr. Birns

             In April 2007, we entered into an executive severance agreement with Mr. Birns, our Executive Vice President and Chief Financial Officer.

             The following definitions apply to Mr. Birns' executive severance agreement:

             "cause" means (i) the willful, material failure by Mr. Birns to perform the duties consistent with his position or to comply with the obligations of the severance agreement, or his willful, material failure to carry out the reasonable and lawful directions of our CEO, President or Board and not curing such failure; (ii) any willful and material breach of our Code of Conduct or any other policy; (iii) Mr. Birns' gross negligence or willful misconduct which is harmful to us, monetarily or otherwise, including but not limited to fraud, misappropriation or embezzlement; (iv) use of alcohol, drugs or other similar substances during work hours, other than at a Company sanctioned event, or at any time in a manner that adversely affects his work performance; (v) being charged with a criminal offense that is a felony or misdemeanor involving moral turpitude; or (vi) a material breach of the severance agreement that cannot be cured.

             "change of control" has the meaning assigned to such term in our By-Laws.

             "good reason" means (i) the assignment to Mr. Birns of any duties materially inconsistent with his position, authority, duties or responsibility or any other action by us that results in a material diminution in his position, authority, duties or responsibilities, excluding any action not taken by us in bad faith that is remedied; (ii) any reduction in, or failure to pay Mr. Birns' base salary other than a reduction or failure remedied by us; (iii) within 2 years following a change of control, any failure by us to provide Mr. Birns his bonus and equity opportunities, or employee benefits and perquisites in the aggregate, that are not less than those provided to Mr. Birns in the calendar year immediately preceding the change of control, other than a failure not occurring in bad faith that is remedied by us; or (iv) if we require Mr. Birns to be based at any office or location outside of Miami-Dade or Broward County.

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             Pursuant to the executive severance agreement, we will pay and provide the following to Mr. Birns if the following termination events occur:

Termination by the Company for Cause; Termination by Mr. Birns without Good Reason:

•

an amount equal to accrued but unpaid base salary and benefits (including accrued vacation) through the date of termination.

Termination Due to Death or Disability:

•

an amount equal to accrued but unpaid base salary and benefits (including accrued vacation) through the date of termination, and any unpaid annual cash incentive award (referred to in this discussion and in the severance agreement as a "bonus") for the year prior to the year of




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termination, the bonus to be paid on the same date that bonuses are paid to our other senior executive officers;

•

a prorated bonus for the calendar year in which the employment is terminated, however, no bonus will be paid if Mr. Birns' termination date occurs before the payment of bonuses for the prior calendar year. Any bonus shall be prorated based on the bonus Mr. Birns would have earned if he had remained in our employ for the entire year. Any such bonus would be paid on the same date that bonuses are paid to our other senior executive officers.

Termination by the Company without Cause; Termination by Mr. Birns for Good Reason:

•

an amount equal to accrued but unpaid base salary and benefits (including accrued vacation) through the date of termination, and any unpaid bonus for the year prior to the year of termination, the bonus to be paid on the same date that bonuses are paid to our other senior executive officers;



•

continued health insurance coverage in effect as of the termination date for Mr. Birns and his immediate family for a period of up to 18 months. Such coverage will terminate earlier if Mr. Birns becomes eligible for health insurance coverage through employment or services provided to another person or entity; and



•

a severance payment in an amount equal to two times Mr. Birns' base salary as of the termination date, which will be paid in regular payroll installments over the 24-month period following termination, plus payment of a prorated bonus for the calendar year in which his employment is terminated, however, no bonus will be paid if Mr. Birns' termination date occurs before the payment of bonuses for the prior calendar year. Any bonus shall be prorated based on the bonus Mr. Birns would have earned if he had remained in our employ for the entire year. Any such bonus would be paid on the same date that bonuses are paid to our other senior executive officers.

             We have the right to discontinue any of the payments in the preceding two bullet points, should Mr. Birns (i) fail to comply in any material respect with the confidentiality and

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restrictive covenant provisions of the executive severance agreement or (ii) fail to provide agreed upon post-termination services as provided for in the executive severance agreement.

             The agreement also provides that in the event any amount or benefit paid under the agreement, taken together with any amounts or benefits otherwise payable to Mr. Birns by the Company, are subject to the excise tax or parachute payments under Section 4999 of the Code, such amounts or benefits will be reduced to avoid any payments or benefits being nondeductible by the Company.

Mr. Clementi

             On March 14, 2008, WFS,World Fuel Services, Inc. ("WFS"), our principal domestic operating subsidiary, entered into an employment agreement with Mr. Clementi, President of our aviation segment, effective January 1, 2008. The term of the agreement was initially scheduled to end on December 31, 2010, subject to automatic extension for successive one year terms unless either party provided written notice to the other 60 days prior to the expiration of the term that such party did not want to extend the term. On March 1, 2013, the agreement was amended to, among other things, alter the formula used to calculate Mr. Clementi's annual incentive compensation, effective January 1, 2013. On March 13, 2015, we agreed with Mr. Clementi that he would retire from his position as President of our aviation segment, effective March 16, 2015 (the "Termination Date").as of the Termination Date. In connection with his retirement, Mr. Clementi's employment agreement was terminated and he became entitled to receive those payments and benefits provided for in a termination without cause as set forth in his employment agreement and the agreements governing his outstanding equity awards.




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                Pursuant to his employment agreement, for 2014, Mr. Clementi was entitled to receive an annual base salary of $500,000 and, consistent with our pay-for-performance philosophy, eligible to receive an annual cash incentive award (referred to in this discussion and the employment agreement as an "annual performance bonus") tied to the Growth in Aviation NOI as follows:

•

the annual performance bonus would equal a percentage of Aviation NOI minus Mr. Clementi's base salary; and



•

the annual performance bonus would be allocated between a cash bonus and a RSU award in certain cases.

In any year where net operating income growth of the aviation segment was negative, Mr. Clementi would not be eligible to receive an annual performance bonus.

                Mr. Clementi's base salary and annual performance bonus combined could not exceed $5,000,000 per year. Mr. Clementi was also eligible to participate in all benefits offered by the Company to its senior executives, including medical and dental insurance, short-term and long-term disability, flexible spending account, life insurance and the 401(k) profit sharing plan. For further information regarding Mr. Clementi's compensation program, please refer to the discussion beginning on page 33 above.

             The following definitions applydefinition applied to Mr. Clementi's employment agreement:

             "cause" means (i) the willful, material failure by Mr. Clementi to perform his duties consistent with his position or to comply with the obligations of the employment agreement, or his willful, material failure to carry out the reasonable and lawful directions of our Board and not curing such failure; (ii) Mr. Clementi's gross negligence or willful misconduct which is harmful to WFS, monetarily or otherwise, including but not limited to fraud, misappropriation or embezzlement; (iii) use of alcohol, drugs or other similar substances during work hours, other than at a WFS sanctioned event, or at any time in a manner that adversely affects his work performance; (iv) his being charged with a criminal offense that is a felony or misdemeanor involving moral turpitude; or (v) a material breach of the employment agreement, Code of Conduct, Securities Trading policy or any other related corporate and personnel policies generally applicable to our executives or employees that cannot be cured.

                "change of control" has the meaning assigned to such term in the WFS By-Laws.

                "good reason" means, after a change of control has occurred (i) WFS assigns Mr. Clementi any duties inconsistent in any material respect with his position (including status, title and reporting requirements), authority, duties or responsibilities, or any other action by WFS that results in a material diminution in such position, authority, duties or responsibilities, excluding any action not taken in bad faith and which is remedied by WFS; (ii) any reduction in, or failure to pay, his base salary, other than a reduction or failure that is remedied by WFS; (iii) within two years following a change of control, WFS fails to provide his bonus and equity opportunities, or employee benefits and perquisites in the aggregate, that are not less than those provided to him in the calendar year immediately preceding the change of control, other than a failure not occurring in bad faith that is remedied by WFS; and (iv) WFS requires him to be based at a location outside of Miami-Dade or Broward County, Florida.

             Pursuant to the agreement, we would paypaid and provideprovided the following to Mr. Clementi if the following termination events occur:upon his termination:

Termination by WFS with Cause, Resignation by Mr. Clementi without Good Reason or Non-Renewal by Mr. Clementi:Cause:

•

all accrued but unpaid compensation and benefits to which he is otherwise entitled prior to the date of termination, excluding any bonus earned for any bonus period ending on or before the date of termination if Mr. Clementi resigns without good reason or is terminated by WFS with cause.




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Termination due to Death or Disability:

•

all accrued but unpaid compensation and benefits to which he iswas otherwise entitled prior to the date of termination, including any bonus earned for any bonus period ending on or before the date of termination; and



•

a prorated bonus for the calendar year in which the agreement was terminated, but only if he would have earned a bonus had he remained employed by WFS for that entire calendar year.

Termination by WFS without Cause or Non-Renewal by WFS:

•

all accrued but unpaid compensation and benefits to which he is otherwise entitled prior to the date of termination, including any bonus earned for any bonus period ending on or before the date of termination;



•

WFS will continue to pay Mr. Clementi his base salary then in effect for the 24 month period (12 month period for non-renewal by WFS) immediately following the date of termination;

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•
continued coverage in effect asTable of the termination date for Mr. Clementi and his covered dependents under the WFS health insurance plans until the earlier of (A) the end of the period during which Mr. Clementi will be eligible for coverage under the WFS health plans pursuant to COBRA, and (B) the date Mr. Clementi becomes eligible for health insurance benefits on account of employment or services provided to any other person or entity; provided, however, that as a condition of such benefits, WFS may require Mr. Clementi to elect to continue his health insurance pursuant to COBRA; and


•
a lump sum of $1,500,000 ($750,000 for non-renewal by WFS) within 5 business days of the last day of the "restricted period" (as defined below) (or, in the case of non-renewal by WFS, within 5 business days of the second anniversary of the termination date).

Termination by WFS without Cause or by Mr. Clementi for Good Reason within two years following a Change of Control:Contents

•

all accrued but unpaid compensation and benefits to which he is otherwise entitled prior to the date of termination, including any bonus earned for any bonus period ending on or before the date of termination;



•

an amount equal to the sum of (A) two times the annual base salary that Mr. Clementi was entitled to receive at the rate then in effect plus (B) the greater of (x) the annual base salary that Mr. Clementi was entitled to receive at the rate then in effect, and (y) the average of the annual bonuses paid by WFS for the 3 most recently completed calendar years ending on or before the date of termination (including years prior to the effective date of the agreement), such amount to be payable in 24 equal consecutive monthly installments commencing on the first monthly anniversary of the date of termination; and



•

continued coverage in effect as of the termination date for Mr. Clementi and his covered dependents under the WFS health insurance plans until the earlier of (A) the end of the period during which Mr. Clementi will be eligible for coverage under the WFS health plans pursuant to COBRA, and (B) the date Mr. Clementi becomes eligible for health insurance benefits on account of employment or services provided to any other person or entity; provided, however, that as and

•

a conditionlump sum of such benefits, WFS may require Mr. Clementi to elect to continue his health insurance pursuant to COBRA.$1,500,000 within 5 business days of the last day of the "restricted period" (as defined below).

             The agreement requiresrequired Mr. Clementi to abide by certain restrictive covenants relating to non-competition and non-solicitation during the term of the agreement and either (i) the two years following termination of employment for any reason other than expiration of the term due to WFS electing




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not to extend the term or (ii) one year following termination of employment as a result of WFS electing not to extend the term (referred to above as the "restricted period"). In connection with the separation agreement entered into on March 13, 2015, the restricted period was extended from two years to four years following the Termination Date. Mr. Clementi's right to receive the foregoing payments and benefits other than the accrued obligations (including any bonus earned for any bonus period ending on or before the date of termination) is conditioned on his compliance with the restrictive covenants and his provision of up to ten hours per calendar month of consulting services to WFS if requested to do so.

             Upon termination of Mr. Clementi's employment other than by WFS with cause, in addition to the amounts and benefits discussed above, Mr. Clementi was entitled to any rights afforded to him under any equity award agreements arising from the termination of his employment. The agreement also providesprovided that in the event any amount or benefit paid under the agreement, taken together with any amounts or benefits otherwise paid to Mr. Clementi by WFS or any affiliated company, arewere subject to the excise tax or parachute payments under Section 4999 of the Code, such amounts or benefits would 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 value received by Mr. Clementi before such reduction.

             The agreement providesprovided that any amounts that are not exempt from Section 409A willwould be subject to the required six-month delay in payment after termination of service if Mr. Clementi is a "specified employee" for purposes of Section 409A at the time of termination of service. Amounts that otherwise would have been paid during this six-month delay will be paid in a lump sum at the end of such period. In addition, on May 20, 2011, the Company and Mr. Clementi amended Mr. Clementi's employment agreement in order to effect technical changes meant to comply with Section 409A.

Potential Payments upon Termination of Employment or Change of Control

             The following table shows potential payments for each of Messrs. Kasbar Birns and ClementiBirns under their respective employment agreements for various scenarios involving a change of control or termination of employment, assuming a December 31, 20142015 termination date and, where applicable, using the closing price of our common stock of $46.93$38.46 (as reported on the NYSE on December 31, 2014)2015). These tables do not reflect amounts that would be payable to Messrs. Kasbar Birns and ClementiBirns pursuant to benefits and awards that have already vested. As discussed earlier, Mr. Clementi agreed to retire on March 13, 2015, effective March 16, 2015 and was entitled to receive the amounts set forth for a "Termination Without Cause" on the Termination Date, less any equity awards that vested after December 31, 2014 and prior to the Termination Date.

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                Mr. Stebbins is not included in the table below due to the fact that on April 11, 2014, we did not renew Mr. Stebbins' employment agreement and the current term then expired on January 1, 2015. In




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the Termination Date. Mr. Clementi is not included in the table below. In connection with such non-renewalhis retirement, Mr. StebbinsClementi became eligible to receive certain severance payments as set forth above beginning on page 34 of this proxy statement under "Non-renewal of Employment Agreement."55.

		Cash Severance Payment			Continuation of Medical/ Welfare Benefits			Other Cash Compensation(3)			Acceleration and Continuation of Equity Awards(4)(5)			Total				Cash Severance Payment			Continuation of Medical/ Welfare Benefits			Other Cash Compensation(2)			Acceleration and Continuation of Equity Awards(3)(4)			Total
Mr. Kasbar
Termination by Executive without Good Reason or by Company for Cause		$	—		$	—		$	1,602,887		$	—		$	1,602,887			$	—		$	—		$	858,912		$	—		$	858,912
Termination by Company without Cause, by Executive for Good Reason or Non-Renewal(1)		$	3,000,000		$	198,621		$	1,602,887		$	2,901,001	(6)	$	7,702,509			$	3,000,000		$	189,106		$	858,912		$	1,319,178	(5)	$	5,367,196
Change of Control(1)		$	5,000,000		$	198,621		$	1,602,887		$	2,901,001	(6)	$	9,702,509			$	5,000,000		$	189,106		$	858,912		$	1,319,178	(5)	$	7,367,196
Death or Disability		$	—		$	—		$	1,602,887		$	2,901,001		$	4,503,889			$	—		$	—		$	858,912		$	1,319,178	(5)	$	2,178,090
Mr. Birns
Termination by Executive without Good Reason or by Company for Cause		$	—		$	—		$	—		$	—		$	—			$	—		$	—		$	11,539		$	—		$	11,539
Termination by Company without Cause		$	1,000,000		$	49,967		$	509,410		$	1,058,430		$	2,617,806			$	1,000,000		$	39,003		$	261,539		$	328,910		$	1,629,452
Termination by Executive for Good Reason(1)		$	1,000,000		$	49,967		$	509,410		$	786,564		$	2,345,941			$	1,000,000		$	39,003		$	261,539		$	328,910		$	1,629,452
Change of Control(1)		$	—		$	—		$	—		$	1,235,168		$	1,235,168			$	—		$	—		$	—		$	451,828		$	451,828
Death or Disability		$	—		$	—		$	509,410		$	1,026,590		$	1,536,000			$	—		$	—		$	261,539		$	328,910		$	590,449
Mr. Clementi
Termination by Executive without Good Reason, by Company for Cause or Non-renewal by Executive		$	—		$	—		$	—		$	—		$	—
Termination by Company without Cause(2)		$	2,500,000		$	46,000		$	—		$	4,155,417		$	6,701,417
Non-renewal by Company		$	1,250,000		$	46,000		$	—		$	2,854,893		$	4,150,892
Termination by Executive for Good Reason(1)		$	—		$	—		$	—		$	1,300,524		$	1,300,524
Change of Control(1)		$	1,492,482		$	46,000		$	—		$	5,600,626		$	7,139,108
Death or Disability		$	—		$	—		$	—		$	2,618,412		$	2,618,412

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(1)

Please see the discussion immediately preceding this table beginning on page 4750 regarding the obligations the executive must fulfill in order to receive these payments and benefits, such as satisfying restrictive covenants for a certain period of time after the termination event before any cash severance payment is made, and our right to not pay or provide these benefits or discontinue the payment and provision of these benefits if the executive fails to satisfy such obligations.



(2)

Mr. Clementi agreed to retire effective as of the Termination Date and became entitled to receive those payments and benefits provided for in a "Termination by Company without Cause" above, provided, however, that prior to the Termination Date, Mr. Clementi vested in 28,082 RSUs on March 15, 2015. As discussed above, Mr. Clementi will continue to receive his monthly base salary for twenty-four months and, on the fourth anniversary of the Termination Date, a lump sum cash payment of $1,500,000 and an aggregate of 63,467 shares of common stock underlying the equity awards that remained unvested on the Termination Date, provided that he complies with the non-compete and other restrictions set forth in his employment agreement and the related separation agreement during the four-year restricted period.




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(3)

The amounts in this column relate to any other cash compensation that is due to the executives such as bonus, accrued but unused paid time off and deferred compensation. The amounts in this column for Mr. Kasbar includes deferred compensation, including interest, which would be paid to him as of December 31, 2014.2015.



(4)(3)

The amounts in this column relating to both SSARs and performance-related SSARs represent the value of unvested and accelerated awards as of December 31, 2014,2015, calculated by multiplying the number of accelerated awards by the difference between the conversion price and the closing price of our common stock on December 31, 2014.2015. The amounts in this column relating to both restricted stock and performance-related restricted stock represent the value of unvested and accelerated stock as of December 31, 2014,2015, calculated by multiplying the number of accelerated shares by the closing price of our common stock on December 31, 2014.2015.



(5)(4)

Under the change of control scenario, we have assumed that the equity-based awards for each executive were not assumed or substituted by the successor company in order to show the full value that each executive would receive as a result of accelerating the vesting of the executive's outstanding awards upon the occurrence of a change of control. If such awards are assumed or substituted by the successor company, their vesting terms would not be accelerated.



(6)(5)

Please see the discussion immediately preceding this table beginning on page 4752 regarding the acceleration of equity-based awards with multiple annual performance conditions under these termination scenarios.




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V.          PROPOSAL NO. 2—APPROVAL OF THE 2016 OMNIBUS PLAN

             On March 4, 2016, the Board of Directors approved the adoption of the World Fuel Services Corporation 2016 Omnibus Plan (the "Plan"), subject to approval by our shareholders. The Board of Directors adopted the Plan as a flexible omnibus incentive compensation plan that would allow the Company to use different forms of compensation awards to attract new employees, executives and directors, to further the goal of retaining and motivating existing personnel and directors and to further align such individuals' interests with those of our shareholders. Accordingly, the Board is seeking shareholder approval of the Plan.

             The following information regarding the Plan is being provided to you in connection with the solicitation of proxies for the approval of the adoption of the Plan. The following description of the Plan is a summary only and does not purport to be complete. The summary is qualified in its entirety by reference to the Plan. The text of the Plan is attached as Annex A to this proxy statement. You are urged to read the Plan.

General Plan Information

             The Plan is intended to replace the World Fuel Services Corporation 2006 Omnibus Plan (the "2006 Plan"), under which no new awards will be allowed to be granted after June 20, 2016. If the Plan is approved, the number of shares of the Company's common stock (the "Stock") that will be available for issuance under the Plan pursuant to any form of equity awards permitted under the Plan, as described below, will be equal to the sum of (a) 2,500,000 shares of Stock plus (b) any shares of Stock with respect to awards that were granted under the 2006 Plan but are forfeited or canceled (e.g., due to the recipient's failure to satisfy applicable service or performance conditions) after the Plan is approved by the Company's shareholders. However, shares of Stock with respect to awards under the 2006 Plan that are withheld to satisfy tax withholding obligations or to pay the exercise price of an award would not become available for issuance pursuant to the Plan. As of December 31, 2015, approximately 2,300,000 shares of Stock were subject to outstanding awards under the 2006 Plan (assuming maximum achievement of performance goals, where applicable), so if all such awards are forfeited or canceled after the date that the Plan is approved by the Company's shareholders, the number of shares of Stock available for awards under the Plan would increase by that amount.

Material Features of the Plan

             Below is a summary of some of the material features of the Plan:

•

No liberal share recycling.



•

Shares of Stock withheld or tendered to satisfy applicable tax withholding obligations or in payment of the exercise price of an award would not be available again for purposes of determining the maximum number of shares of Stock available for delivery under the Plan.



•

Each share of Stock with respect to which a stock-settled stock appreciation right is exercised would be counted as one share of Stock against the maximum number of shares of Stock available for delivery under the Plan, regardless of the number of shares of Stock actually delivered upon settlement of such stock-settled stock appreciation right.

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•

Minimum vesting.  95% of stock-based awards would be subject to a minimum vesting period of one year.



•

No discretionary authority to accelerate awards upon termination.  The plan administrator would not have discretionary authority to accelerate vesting of an award in the event of a participant's termination of employment other than in connection with the participant's death or disability.



•

"Double-trigger" vesting of awards upon a Change of Control.  Awards would not accelerate upon a Change of Control (as defined below), unless the employee is terminated without Cause (as defined below) within 12 months following the Change of Control or the awards are not assumed by the acquiror.



•

No liberal Change of Control definition.  The definition of Change of Control would require consummation, not only shareholder approval, of a merger or similar corporate transaction.



•

Dividend and dividend equivalents.  No dividends or dividend equivalents would be paid on any performance-based award that is forfeited.



•

No repricing of options or stock appreciation rights. The Committee would not have the power to reprice options or stock appreciation rights with an exercise price that is less than the original exercise price, unless such action is approved by our shareholders.



•

No evergreen funding feature.  The Plan would not contain a provision for automatic increases in shares of Stock available under the Plan.



•

Seven-year expiration.  No stock option or stock appreciation right would be permitted to be exercisable after the seven-year anniversary of the date of grant.

             In addition, as discussed in the Compensation Discussion and Analysis of this proxy statement, our stock ownership and retention guidelines require our named executive officers to retain 50% of any net after-tax shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual ceases to be an executive officer, if earlier).

Vote Required

             Under the NYSE rules, approval of the Plan requires the affirmative vote of the majority of the votes cast on the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" APPROVAL OF THE WORLD FUEL SERVICES
CORPORATION 2016 OMNIBUS PLAN

Summary Description of the Plan

             The purpose of the Plan would be to: (i) attract and retain persons eligible to participate in the 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 the Company's other shareholders through Stock-based compensation; and

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thereby promote the long-term financial interests of the Company and enhance long-term shareholder return.

Administration

             The Plan would be administered by the Compensation Committee (the "Committee") of the Board of Directors (the "Board"), which is comprised exclusively of non-management independent directors, who would serve at the discretion of the Board. In the absence of the Committee, the Plan would be administered by the Board. The Committee would also be permitted to delegate its responsibilities and powers to any person or persons it chooses, and such delegation may be revoked by the Committee at any time.

             Subject to the terms of the Plan, the Committee would be authorized to (i) select eligible recipients, (ii) determine the terms and conditions of the awards, (iii) construe and interpret the Plan and awards, (iv) grant replacement awards in specified circumstances, (v) establish, amend and revoke rules and regulations for its administration and (vi) cancel awards. The Committee would not, however, have discretionary authority to accelerate vesting of an award in the event of a participant's termination of employment other than in connection with the participant's death or disability. Any interpretation of the Plan by the Committee, and any decision made by the Committee under the Plan, would be binding and conclusive on all persons. In no event would the Committee have the power to reprice options or SARs with an exercise price that is less than the original exercise price, unless such action is approved by the Company's shareholders. Any awards granted to an independent director of the Board would be administered by the Board, and the Board would have all the powers of the Committee in such circumstances.

Eligibility

             Any current or prospective employee, officer or member of the Board of the Company or any of its Subsidiaries, any consultant or other person who performs services for the Company or any of its Subsidiaries would be eligible for selection by the Committee to receive awards and participate in the Plan. The Company currently expects that awards would be generally granted to approximately 360 employees and non-employee directors (of whom there are currently eight non-employee directors.)

Types of Awards

             Under the Plan, the Committee would be authorized to grant stock options, stock appreciation rights ("SARs"), stock unit awards, performance compensation awards, restricted stock awards, restricted stock unit awards, other stock based awards and cash incentive awards.

Stock Options and SARs

             The Committee would be authorized to grant incentive stock options ("ISOs"), which can result in potentially favorable tax treatment to the participant, non-qualified stock options and SARs, which entitle the participant to receive the amount by which the fair market value of a share of Stock on the date of exercise exceeds the exercise price of the SAR. The exercise price per share subject to an option and the exercise price of a SAR would be determined by the Committee, but may not be less than the fair market value of a share of

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Stock on the date of grant. For purposes of the Plan, the fair market value of a share of Stock as of any given date would be the closing sales price per share of Stock as reported on the principal securities exchange or market on which Stock is then listed or admitted to trading on the date that the award is granted or, if the grant date is not a trading day, the fair market value would be the closing sales price per share of Stock on the most recent trading prior to the date the award was granted. The maximum term of each option or SAR, the times at which and the manner in which each option or SAR will be exercisable, and provisions requiring forfeiture of unexercised options or SARs at or following termination of employment generally would be fixed by the Committee, provided, however, that in no event may an option or SAR remain exercisable after the seven-year anniversary of the date of grant.

Stock-Based Awards and Cash Incentive Awards

             Stock-based awards (other than options and SARs) would consist of: (1) stock unit awards, which are vested awards that entitle the participant to receive shares of Stock in the future; (2) restricted stock awards, which are shares of Stock that are subject to forfeiture or other restrictions that would lapse upon the achievement of one or more goals relating to completion of service, performance or other objectives; (3) restricted stock unit awards, which entitle the participant to receive shares of Stock in the future subject to the achievement of one or more goals, relating to completion of certain service, performance or other objectives; and (5) other stock-based awards, which are awards (other than stock options, SARs, stock unit awards, restricted stock awards or restricted stock unit awards), that would be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Stock. Cash incentive awards would entitle the participant to receive a designated dollar value amount of cash and would be subject to the achievement of one or more goals relating to completion of service, performance or other objectives. 95% of all Stock-based awards issued under the Plan would be subject to a minimum vesting period of one year, which minimum vesting period would be deemed satisfied with respect to an award granted to an independent director in connection with an annual shareholder meeting if such award vests upon or after the immediately following annual shareholder meeting.

Performance Compensation Awards

             The Committee would be authorized to designate any stock-based award or cash incentive award as a performance compensation award that is contingent on the achievement of performance measures during a performance period as determined by the Committee upon the grant of the performance compensation award. Performance compensation awards may be settled by delivery of cash, shares or other property, or any combination thereof, as determined by the Committee. Performance awards granted to persons whom the Committee expects would, for the year in which a deduction arises, be "covered employees" (as defined below) would, if and to the extent intended by the Committee, be subject to provisions that should qualify such awards as "performance-based compensation" not subject to the limitation on tax deductibility by the Company under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). For purposes of Section 162(m), the term "covered employee" generally means the Company's chief executive officer and three other most highly compensated executive officers (other than its chief financial officer). If and to the extent required under Section 162(m) of the Code, any power or authority relating to a performance

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compensation award intended to qualify under Section 162(m) of the Code would be exercised by the Committee and not the Board.

             If and to the extent that the Committee determines that any award is intended to be "performance-based compensation" as that term is used in Section 162(m) of the Code, one or more of the following business criteria for the Company, on a consolidated basis, or for any Subsidiary, or for business or geographical units of the Company or any Subsidiary (except with respect to the shareholder return measures and earnings per share criteria), would be used by the Committee in establishing performance measures for awards under the Plan: (i) earnings per share or diluted earnings per share; (ii) revenues or margins; (iii) cash flow; (iv) gross or net profitability/profit margins (including profitability of a product or service); (v) return measures (including return on net assets, investment, capital, equity, or sales); (vi) economic value; enterprise value; (vii) direct contribution; (viii) net income; (ix) pretax earnings; (x) earnings before interest and taxes; (xi) earnings before interest, taxes, depreciation and amortization; (xii) earnings after interest expense and before non-recurring or special items; (xiii) operating income; (xiv) 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; (xv) working capital; (xvi) costs or expenses (including specified types or categories thereof); (xvii) identification and/or consummation of investment opportunities or completion of specified projects, including strategic mergers, acquisitions or divestitures; (xviii) shareholder return measures; share price; (xix) debt reduction or borrowing levels; (xx) improvements in capital structure; (xxi) sales or product volume; days sales outstanding; (xxii) market share (in the aggregate or by segment); (xxiii) ratios (including operating, leverage, combined); (xxiv) book, economic book or intrinsic book value (including book value per share); (xxv) entry into new markets, either geographically or by business unit; (xxvi) customer retention and satisfaction; (xxvii) safety and accident rates; (xxviii) strategic plan development and implementation, including turnaround plans; and (xxix) funds from operations.

             Any of the above goals may be determined on an absolute or relative basis (e.g. growth in earnings per share) or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor's 500 Stock Index or a group of companies that are selected by the Committee. The Committee would exclude the impact of an event or occurrence that the Committee determines should appropriately be excluded, including without limitation (i) restructurings, discontinued operations, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or any of its affiliates, Subsidiaries, divisions, segments or operating units or not within the reasonable control of the Company's management, or (iii) a change in accounting standards required by generally accepted accounting principles. Any such determination would be made by the Committee in a manner that is consistent with Section 162(m) of the Code.

             The Committee would be permitted, in its discretion, to determine that the amount payable as a performance compensation award will be reduced from the amount of any potential award, but could not exercise any discretion to increase any such amount.

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Other Terms of Awards

             Awards may be settled in the form of cash, shares of Stock, other awards, or any combination thereof, as the Committee would be permitted to determine. The Committee would be permitted to require or permit participants to defer the settlement of all or part of an award in accordance with such terms and conditions as the Committee may establish, which may include the payment or crediting of interest or dividend equivalents on deferred amounts, and may include such credits into deferred Stock equivalents. A participant would, however, only be eligible to receive dividends or dividend equivalents in respect of any award that vests or is payable upon achievement of performance measures to the extent that the relevant performance measures are achieved and all or some of the award has been earned for the applicable period. The Committee would be permitted to condition the delivery of any shares of Stock or benefits under the Plan on satisfaction of the applicable tax withholding obligations, and may permit such withholding obligations to be satisfied through cash payment by the participant, the surrender of shares of Stock which the participant already owns, the withholding of shares of Stock that otherwise would have been delivered pursuant to the award, or the surrender of shares of Stock to which the participant is otherwise entitled under the Plan. Except as otherwise provided by the Committee, awards under the Plan would not be transferable except as designated by the participant by will or by the laws of descent and distribution.

Change of Control

             In the event of a Change of Control, all awards that are outstanding and unvested as of immediately prior to a Change of Control would remain outstanding and unvested, unless otherwise provided in the applicable award or an individual employment agreement. If, however, within 12 months following a Change of Control, the participant's employment with the Company and its affiliates is terminated without Cause, or in connection with the Change of Control, no provision is made for assumption, continuation or substitution of awards in a manner that preserves the material terms and conditions of the awards, then any awards that are unexercisable, unvested or subject to restrictions would automatically become exercisable and vested and all restrictions would lapse as of the date of such termination or immediately prior to the Change of Control, as applicable.

             The term "Change of Control" would be defined in the Plan to mean 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, but excluding any employee benefit plan or plans of the Company and its Subsidiaries, becomes the beneficial owner, directly or indirectly, thirty percent (30%) 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; provided, however, that, for purposes of this subparagraph a), any acquisition directly from the Company will not constitute a Change of Control; 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

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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 the date on which our shareholders approve the Plan (the "Effective Date"), constitute the Board (as of the Effective Date, 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 pursuant to an actual or threatened election contest), shall be, for purposes of the Plan, 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.

             Unless defined otherwise in the award or individual employment agreement, the term "Cause" would be defined in the Plan to mean:

a)

the material failure by the participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary (or any successor company);



b)

any material violation or breach by the participant of his or her employment agreement, consulting or other similar agreement with the Company or any Subsidiary (or successor company), if any;



c)

any material violation or breach by the participant of any non-competition, non-solicitation, non-disclosure or other similar agreement with the Company or any Subsidiary (or successor company);



d)

any material violation or material breach by the participant of the Company's Code of Conduct or any other Company (or successor company) policy;



e)

any act by the participant of material dishonesty or fraud that injures the reputation or business of the Company or any Subsidiary (or successor company); or



f)

the conviction of or entry of a plea of guilty or nolo contender to a felony or a crime involving moral turpitude.

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             The good faith determination by the Committee of whether the participant's employment or service was terminated for Cause is final and binding for all purposes.

Shares Available for Awards; Annual Per-Person Limitations

             Subject to adjustment for changes in capitalization, the maximum total number of shares of Stock that may be delivered to participants and their beneficiaries under the Plan would be equal to the sum of (a) 2,500,000 shares of Stock plus (b) any shares of Stock with respect to awards that were granted under the 2006 Plan but are forfeited or canceled (e.g., due to the recipient's failure to satisfy applicable service or performance conditions) after the Plan is approved by the Company's shareholders, provided that shares of Stock with respect to awards under the 2006 Plan that are withheld to satisfy tax withholding obligations or to pay the exercise price of an award would not become available for issuance pursuant to the Plan. Upon exercise of a stock-settled SAR, each share of Stock with respect to which such stock-settled SAR is exercised would be counted as one share of Stock against the maximum aggregate number of shares of Stock that may be delivered pursuant to Awards granted under the Plan, regardless of the number of shares of Stock actually delivered upon settlement of such stock-settled SAR. If and to the extent that shares of Stock are not delivered because an award is settled in cash, those shares would not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. If and to the extent, however, any shares of Stock are withheld or tendered to satisfy applicable tax withholding obligations or in payment of the exercise price of an award, those shares would be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. Shares of Stock issued pursuant to awards granted in substitution for awards previously granted by a company acquired by the Company or Subsidiary, or with which the Company or any Subsidiary combines, would not reduce the limit on shares of Stock available for delivery under the Plan.

             Subject to adjustment for changes in capitalization, the maximum number of shares of Stock that may be issued as a result of the exercise of ISOs would be 2,500,000.

             Subject to adjustment for changes in capitalization, with respect to awards that are intended to be "performance-based compensation" (as that term is defined for purposes of Section 162(m) of the Code), the maximum number of shares of Stock that would be available to be granted to any one individual in any fiscal year in respect of stock-settled awards, would be no more than 600,000, multiplied by the number of fiscal years (and fractions thereof) over which the performance criteria are measured. In the case of such awards that are cash-settled based upon the fair market value of a share of Stock, the maximum amount of cash that may be paid to any one individual in any fiscal year would be equal to 600,000 shares of Stock multiplied by the fair market value as of the relevant vesting, payment or settlement date, multiplied by the number of fiscal years (and fractions thereof) over which the performance criteria are measured. In the case of all other awards, the maximum amount of cash and other property (valued at its fair market value) other than shares of Stock that may be paid or delivered pursuant to such awards granted to any one individual in any fiscal year would be equal to $5,000,000 multiplied by the number of complete fiscal years (and fractions thereof) over which the performance criteria are measured.

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             Subject to adjustment for changes in capitalization, with respect to awards granted to independent directors, in the case of such stock-settled awards, the maximum number of shares of Stock that would be available to be granted to any one independent director in any fiscal year would be 60,000. In the case of such awards that are cash-settled based on the fair market value of a share of Stock, the maximum amount of cash that may be paid to any one independent director in any fiscal year would be equal to 60,000 shares of Stock multiplied by the per share fair market value as of the relevant vesting, payment or settlement date. In the case of all other awards granted to independent directors, the maximum amount of cash and other property (valued at its fair market value) other than shares of Stock that may be paid or delivered pursuant to such awards to any one independent director in any fiscal year would be $500,000.

             Up to 5% of the shares of Stock under the Plan would be permitted to be granted free of any vesting requirements, provided, however, that shares of Stock issued to eligible persons pursuant to their election to receive shares of Stock in lieu of cash compensation would not count against this limit.

Adjustments

             In the event of any equity restructuring of the Company, such as a stock dividend, stock split, spin-off, reverse stock split, split-up, rights offering, recapitalization or non-recurring cash dividend or other distribution (whether in the form of shares of Stock, other securities or other property), the Committee would adjust each award to prevent dilution or enlargement of the rights of the holders with respect to outstanding awards. In addition, in the event of any merger, consolidation, combination, exchange of shares or any similar corporate transaction (including any Change of Control), the Committee would be permitted to make other adjustments in order to preserve the benefits and potential benefits of outstanding awards. Such actions may include, but are not limited to, adjustments to the aggregate number of shares available for issuance under the Plan, the annual per participant limits, the number and kind of shares subject to outstanding award, and the exercise price of any outstanding options or SARs, as well as any other appropriate adjustments it deems necessary.

Amendment and Termination

             The Board would be permitted, at any time, to amend or terminate the Plan, and the Board or the Committee would be permitted, at any time, to amend any award outstanding thereunder, provided that no amendment or termination may, in the absence of written consent by the affected participant (or the participant's beneficiary if the participant is no longer living), materially and adversely affect the rights of any participant or beneficiary granted under the Plan prior to the date that the amendment is adopted by the Board, unless such amendment is made to comply with applicable law, or with tax, security exchange or accounting rules. The Board would be permitted to so amend the Plan without further shareholder approval, except to the extent shareholder approval would be required by law or regulation or under the rules of any securities exchange or quotation system on which shares of Stock are then listed or quoted. Thus, shareholder approval would not necessarily be required for every amendment to the Plan which might increase the cost of the Plan or alter the eligibility of persons to receive awards.

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             The Plan would remain in effect as long as any award under it is outstanding. However, no awards would be permitted to be granted under the Plan after the tenth anniversary of the date the Plan was approved by our shareholders.

Federal Income Tax Consequences of Awards

             The Plan would not be qualified under the provisions of section 401(a) of the Code and would not be subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

Nonqualified Stock Options

             A non-qualified stock option results in no taxable income to the participant or deduction to the Company at the time it is granted. A participant exercising a non-qualified stock option will, at that time, realize taxable income (subject to withholding and employment taxes) in the amount equal to the excess, if any, of the then fair market value of the shares over the option exercise price. Subject to the applicable provisions of the IRC, the Company will be entitled to a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable income realized by the participant. The participant's tax basis in shares received upon exercise is equal to the sum of the option exercise price plus the taxable income recognized by him or her upon exercise.

             Any gain (or loss) upon subsequent disposition of the shares will be a long- or short-term capital gain (or loss) to the participant, depending upon the holding period of the shares. If a non-qualified option is exercised by tendering previously owned shares in payment of the option price, then, instead of the treatment described above, the following will apply: a number of new shares equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange; the participant's basis and holding period for such number of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The participant will have taxable income equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; the participant's basis in such excess shares will be equal to the amount of such taxable income, and the holding period in such shares will begin on the date of exercise.

Incentive Stock Options

             An incentive stock option results in no taxable income to the participant or a deduction to the Company at the time it is granted or exercised. However, upon exercise, the excess of the fair market value of the shares acquired over the option exercise price is an item of adjustment in computing the alternative minimum taxable income of the participant, if applicable. If the participant holds the stock received as a result of an exercise of an incentive stock option until the later of two years from the date of the grant and one year from the date of exercise, then the gain realized on disposition of the shares is treated as a long-term capital gain. If the shares are disposed of during this period, however (i.e., a "disqualifying disposition"), then the participant will realize taxable income for the year of the disposition in an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option exercise price (or, if less, the excess of the amount realized upon disposition of the shares over the option exercise price). Any additional gain or loss

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recognized upon the disposition will be recognized as a capital gain or loss by the participant. In the event of a disqualifying disposition, the Company will generally be entitled to a deduction, in the year of such a disposition, in an amount equal to the taxable income realized by the participant. The participant's tax basis in the shares acquired upon exercise of an incentive stock option is equal to the option exercise price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

Stock Awards

             Generally, if a participant receives a stock award under the Plan, the participant would recognize ordinary compensation income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount the participant paid in exchange for the stock. If, however, the stock is not vested when it is received under the Plan (for example, if the participant is required to work for a period of time in order to have the right to sell the stock), the participant generally would not recognize income until the stock becomes vested, at which time the participant would recognize ordinary compensation income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount the participant paid in exchange for the stock. The participant may, however, file an election with the Internal Revenue Service, within 30 days of the participant's receipt of the stock award, to recognize ordinary compensation income, as of the date the participant received the stock award, equal to the excess, if any, of the fair market value of the stock on the date the other stock award is granted over any amount the participant paid in exchange for the stock. If the participant is an employee of the Company, the ordinary compensation income the participant recognizes would be subject to federal and state income and employment tax withholding.

Stock Appreciation Rights

             Generally, the recipient of a stand-alone SAR will not recognize taxable income at the time the stand-alone SAR is granted. The value received by an employee (in cash or stock) from the exercise or settlement of a SAR will be taxed as ordinary income to the employee in the year of exercise or settlement. In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the exercise or settlement of a SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the exercise or settlement.

Cash Incentive Awards

             Cash incentive awards entitle the participant to receive a cash award and, upon payment of the cash award, the participant recognizes ordinary income equal to the cash award.

             The Company would be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income taxable to the participant, provided that amount constitutes an ordinary and necessary business expense for the Company and is reasonable in amount, either the participant includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount, and the deduction is not otherwise disallowed under the Code.

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V.             PROPOSAL NO. 2—NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATIONSection 162(m) Limitations

             Section 162(m) of the Code, generally disallows a public company's tax deduction for compensation to covered employees in excess of $1 million. Compensation that qualifies as "performance-based compensation" is excluded from the $1 million deductibility cap, and therefore remains fully deductible by the company that pays it. Awards granted to employees under the Plan whom the Committee expects to be covered employees at the time a deduction arises, may, if and to the extent that the Committee determines to do so, be granted in a manner that would qualify as such "performance-based compensation," so that such awards would not be subject to the Section 162(m) deductibility cap of $1 million. Future changes in Section 162(m) or the regulations thereunder may adversely affect the Company's ability to ensure that options under the Plan would qualify as "performance-based compensation" that are fully deductible by us under Section 162(m).

IntroductionCode Section 409A

             If any award constitutes a "nonqualified deferred compensation plan" under Section 409A of the Code (a "Section 409A Plan"), then the award would be subject to certain additional requirements discussed in the Plan, if and to the extent required to comply with Section 409A of the Code. Any award agreement for any award that the Committee believes may constitute a Section 409A Plan, and the provisions of the Plan applicable to that award, would be construed in a manner consistent with the applicable requirements of Section 409A, and the Committee, in its sole discretion and without the participant's consent, may amend any award agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. In the event of a Change of Control, any outstanding awards that constitute deferred compensation would be paid in accordance with Section 409A of the Code. If any award agreement or award is deemed not to comply with Section 409A of the Code, then neither the Company, the Committee nor its or their designees or agents would be liable to any participant or other person for actions, decisions or determinations made in good faith.

Importance of Consulting Tax Adviser

             The information set forth above is a summary only and does not purport to be complete. It is for general information only and is not intended or written to be used as tax advice. It is based on the U.S. federal income tax laws currently in effect and does not address state, local or foreign tax consequences. This summary also does not purport to deal with all material aspects of U.S. federal taxation that may be relevant to a participant's personal investment circumstances and does not discuss the tax consequences of those participants who are subject to special treatment under any country's income tax laws. Participants are strongly urged to consult with their tax advisor regarding the specific tax consequences (including the federal, state, local and foreign tax consequences) that may affect participants in the Plan and of potential changes in applicable tax laws.

New Plan Benefits Table

             A new plan benefits table for the Plan and the benefits or amounts that would have been received by or allocated to certain participants for the last completed fiscal year under

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the Plan if the Plan was then in effect, as described in the federal proxy rules, is not provided because all awards made under the Plan will be made at the Board's or Committee's discretion, as applicable. Therefore, the benefits and amounts that would be received or allocated under the Plan are not determinable at this time. However, please refer to the Summary Compensation Table, which includes certain information regarding awards granted to our named executive officers during the fiscal year ended December 31, 2015. Equity grants to our non-employee directors are described under "Director Compensation".

Equity Compensation Plans not Subject to Shareholder Action

             The following table summarizes securities authorized for issuance related to outstanding restricted stock units ("RSUs") and stock-settled SARs ("SSAR Awards") under the 2006 Plan and available for future issuance under the 2006 Plan as of December 31, 2015. As noted earlier in this proxy statement, the 2006 Plan will expire by its terms on June 20, 2016 and no new awards will be permitted to be granted after such date.

Plan name or description		(a) Maximum number of securities to be issued upon exercise of outstanding RSU and SSAR Awards		(b) Weighted average exercise price of outstanding SSAR Awards			(c) Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
2006 Omnibus Plan (amended and restated)		1.0 million		$	10.43	(1)	3.2 million

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(1)

Calculated without taking into account shares of Stock subject to the RSUs reported in column (a) and that will become issuable following vesting of such RSUs without any cash consideration or other payment required.

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VI.        PROPOSAL NO. 3—NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION

Introduction
The Board recognizes that executive compensation is an important matter for our shareholders. The guiding principles of our executive compensation philosophy and practice continue to be to: (i) attract, motivate and retain the exceptional management talent required to achieve above average growth and profitability, (ii) focus on rewarding the types of performance that increase shareholder value, (iii) link executive compensation to our long-term strategic objectives and (iv) align executives' interests with those of our shareholders.              Pursuant to amendments to Section 14A of the Exchange Act, we are asking our shareholders to vote to approve or not approve, on an advisory basis, the executive compensation philosophy, policies and procedures described in the Compensation Discussion and Analysis section beginning on page 2630 of this proxy statement, and the compensation of our named executive officers, as disclosed in this proxy statement. As an advisory vote, the results of this vote will not be binding on us, our Board or the Compensation Committee. However, our Board and Compensation Committee value the opinions of our shareholders, and will consider the outcome of this vote when making future decisions on the compensation of our named executive officers and evaluating our executive compensation principles, policies and procedures.			Before you vote, we urge you to read the "Compensation Discussion and Analysis" section beginning on page 26 of this proxy statement for additional details on our executive compensation.

             The Board believes that our executive compensation programs follow the guiding principles stated above. In order to align the interests of our senior executives with those of our shareholders, our executive compensation framework emphasizes the following:

•

Total compensation is tied to performance.  The majority of total executive compensation is variable and delivered on a pay-for-performance basis.



•

Long-term equity compensation aligns executives' and shareholders' interests.  Our named executive officers receive equity awards, which generally have multi-year vesting requirements.

             This framework has resulted in compensation for our named executive officers that is commensurate with our financial results, as demonstrated by the bar graph on page 2731 of this proxy statement and the related tabular quantifications and narratives.

             Accordingly, we are asking our shareholders to vote, in an advisory manner, "FOR" the adoption of the following resolution:

             "RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion above is hereby APPROVED."

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Vote Required

             The affirmative vote of a majority of the votes cast on the proposal is required for the approval of the non-binding, advisory vote on executive compensation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS
DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE
COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE
DISCUSSION CONTAINED ABOVE IN THIS PROXY STATEMENT.




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VI.           PROPOSAL NO. 3—

VII.      PROPOSAL NO. 4—RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

Introduction

             In accordance with its charter,The Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company's auditors. The Committee engages in an annual evaluation of the independent registered certified public accounting firm's qualifications, performance and independence and considers the advisability and potential impact of selecting a different independent registered certified public accounting firm.

             The Audit Committee has selected PwC to actserve as our independent registered certified public accounting firm or auditors, for fiscal year 2015.2016. In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to our Company. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company's lead audit partner pursuant to this rotation policy includes meetings between the Chairman and the members of the Audit Committee and the candidates for the role, as well as discussion by the full Committee and with management.

             The Audit Committee and the Board of Directors believe that the continued retention of PwC as our independent registered public accounting firm is in the best interest of the Company and our shareholders, and we are asking our shareholders to ratify the selection of PwC as our independent registered public accounting firm for 2016. Although the Board is submitting the selection of PwC to our shareholders for ratification, the Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. If the shareholders do not ratify the selection of PwC as our independent registered certified public accounting firm, other independent registered certified public accounting firms will be considered by our Audit Committee, but the Audit Committee may nonetheless choose to engage PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered certified public accounting firm at any time during the year if it determines that such a change would be in the best interest of us and our shareholders.

             Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire and will be available to respond to questions.

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Fees and Services of PricewaterhouseCoopers LLP

             The following table presents aggregate fees for professional audit services rendered by PwC for the audit of our consolidated financial statements for the fiscal years ended December 31, 20142015 and 2013,2014, and fees billed for other services rendered by PwC during those periods.

Services Rendered
(In thousands)

		2015			2014
Audit Fees(1)		$	6,563		$	4,679
Audit-Related Fees(2)			37			36
Tax Fees			0			0
All Other Fees(3)			0			55
​	​	​	​	​	​	​	​
Total		$	6,600		$	4,770
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​	​	​	​	​	​	​	​
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		2014			2013
Audit Fees		$	4,679		$	3,848
Audit-Related Fees			36			35
Tax Fees			0			3
All Other Fees			55			243
​	​	​	​	​	​	​	​
Total		$	4,770		$	4,129
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                Audit Fees.

(1)

These amounts represent fees for professional services rendered for the audits of our consolidated financial statements included in our annual report on Form 10-K, reviews of the quarterly consolidated financial statements included in our quarterly reports on Form 10-Q, statutory audits, the assessment of our internal control assertions required by Section 404 of the Sarbanes-Oxley Act of 2002 and other SEC filings and accounting consultations on matters related to the annual audits or interim reviews.

                Audit-Related Fees.



(2)

These amounts primarily represent fees for professional services rendered for the audit of the financial statements of our employee benefit plans.

                Tax Fees.    In the interest of auditor independence, the Audit Committee has elected to segregate tax services from audit services.

                All Other Fees.



(3)

These amounts represent fees for advisory and consulting services rendered for a review of certain Company policies and procedures. The Audit Committee approved all services provided by, and all fees paid to, PwC. The Audit Committee has considered the services provided by PwC as described above and has determined that such services are compatible with maintaining PwC's independence.




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Audit Committee Pre-Approval Policy

             TheConsistent with requirements of the SEC and the Public Company Accounting Oversight Board (PCAOB) regarding auditor independence, the Audit Committee has responsibility for (i) appointing, (ii) negotiating and setting the compensation of and (iii) overseeing the performance of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a pre-approval policy for all audit and permitted non-audit services performed by our independent auditors to ensure that providing such services does not impair the auditors' independence. There are two types of pre-approval under the policy, general and specific. Under the general type of pre-approval, proposed services are pre-approved on a categorical basis for up to 12 months and must be detailed as to the particular services provided and sufficiently specific and objective so that no judgments by management are required to determine whether a specific service falls within the pre-approved category. The Audit Committee reviews the general pre-approval categories on a periodic basis and approves the fee levels for each category

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annually. Under the specific type of pre-approval, proposed services, such as the annual audit engagement terms and fees, are approved on a case-by-case basis. Any services that have not been generally pre-approved or that exceed the approved fee levels must be specifically pre-approved. Specific pre-approval must be obtained from the Audit Committee.

             The Audit Committee has delegated the authority to the Chairman of the Audit Committee to pre-approve audit and non-audit services to be provided by the independent registered certified public accounting firm so long as such services: (a) involve fees of less than $25,000, and (b) are subsequently reported to and approved by the full Audit Committee at its next scheduled meeting.

Report of the Audit Committee


             The Audit Committee has reviewed and discussed with management and with the independent registered certified public accounting firm the audited consolidated financial statements for the 20142015 fiscal year. The Audit Committee has also performed the other reviews and duties set forth in its charter. The Audit Committee discussed with the independent registered certified public accounting firm the matters required to be discussed by Auditing Standard No. 61, Communication with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

             Additionally, the Audit Committee has: (i) received the written disclosures and the letter from the independent registered certified public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered certified public accounting firm's communications with the Audit Committee concerning independence; (ii) considered whether the provision of tax and accounting research and other non-audit services by our independent registered certified public accounting firm is compatible with maintaining their independence; and (iii) discussed with the independent registered certified public accounting firm their independence from us and our management.

             In reliance on the foregoing reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements referred to above be included in our Annual Report on Form 10-K for the 20142015 fiscal year for filing with the SEC.

John L. Manley, Chairman
Richard A. Kassar, Member
Myles Klein, Member
J. Thomas Presby, Member

             Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Report of the Audit Committee and the Compensation Committee Report above shall not be incorporated by reference into this proxy statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP
AS OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR THE 20152016 FISCAL YEAR




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VII.

VIII.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

             The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of April 2, 2015,March 28, 2016, by (i) each person known to us to beneficially own more than 5% of our outstanding common stock; (ii) our named executive officers for the fiscal year ended December 31, 2014;2015; (iii) each director and nominee for director and (iv) all of the executive officers and directors as a group. Except as shown in the table, no other person is known by us to beneficially own more than 5% of our outstanding common stock.

Name of Beneficial Owner(1)		Number of Shares of Common Stock Beneficially Owned(2)			Percent(2)		Number of Shares of Common Stock Beneficially Owned(2)			Percent(2)
Holding more than 5%:
Holding more than 5%
FMR, LLC(3)			9,867,026		13.7%			10,617,000		15.0%
Clifton Park Capital Management, LLC(4)			5,742,931		8.0%
BlackRock, Inc.(5).			4,618,572		6.4%
The Vanguard Group, Inc.(6)			4,325,128		6.0%
Ruane, Cunniff & Goldfarb, Inc.(7)			4,099,001		5.7%
BlackRock, Inc.(4)								5,568,582		7.9%
The Vanguard Group, Inc.(5)								5,078,654		7.2%
Named executive officers and directors:
Michael J. Kasbar			808,326	(8)	1.1%			821,029	(6)	1.2%
Ira M. Birns			91,764	(9)	*			94,138	(7)	*
Michael S. Clementi			76,571		*			76,571		*
Ken Bakshi			35,782	(10)	*			35,400	(8)	*
Jorge L. Benitez			1,234	(11)	*			4,032	(9)	*
Richard A. Kassar			43,647	(12)	*			38,307	(10)	*
Myles Klein			38,253	(13)	*			33,490	(11)	*
John L. Manley			17,325	14)	*			19,471	(12)	*
J. Thomas Presby			42,517	(15)	*			30,187	(13)	*
Stephen K. Roddenberry			63,538	(16)	*			66,022	(14)	*
Paul H. Stebbins			380,934	(17)	*			379,857	(15)	*
All executive officers and directors as a group (11 persons)			1,599,891		2.2%
All executive officers and directors as a group (13 persons)								1,628,204	(16)	2.3%

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*

Less than one percent.



(1)

Unless otherwise indicated, the address of each of the beneficial owners identified is c/o World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178.



(2)

The number and percentage of shares beneficially owned by each person has been determined in accordance with Rule 13d-3 of the Exchange Act and the information is not necessarily indicative of beneficial ownership for any other purpose. Accordingly, in determining the percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days of April 2, 2015March 28, 2016 are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for any other person. Unless otherwise indicated in the footnotes or table, each person or entity has sole voting and investment power with respect to the shares shown as beneficially owned. The number of shares of common stock that could be obtained on exercise of SSARs is calculated by (a) multiplying the number of outstanding SSARs which can be exercised within 60 days of April 2, 2015,March 28, 2016, by the difference between the closing price of $57.52$47.63 for our common

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stock on April 2, 2015March 28, 2016 and the SSAR exercise price and (b) dividing such number by $57.52.$47.63. The percentages shown are based on 72,180,87970,835,365 shares of common stock issued and outstanding on April 2, 2015.




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(3)

Based on a Schedule 13G/A, as filed with the SEC on February 13, 2015.12, 2016. FMR, LLC, 245 Summer Street, Boston, MA 02210, a parent holding company in accordance with Rule 13d-1(b)(ii)(G) of the Exchange Act, is the beneficial owner of 9,867,02610,617,000 shares of our outstanding common stock, of which they hold sole voting power with respect to 2,534,5252,545,572 shares and sole investment power with respect to all of the beneficially owned shares.



(4)

Based on a Schedule 13G,13G/A, as filed with the SEC on February 13, 2015. Clifton Park Capital Management, LLC, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808-1645, an investment10, 2016. BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, a parent holding company filing underor control person in accordance with Rule 13d-1(d)13d-1(b)(1)(ii)(G) of the Exchange Act, areis the beneficial ownersowner of 5,742,9315,568,582 shares of our outstanding common stock, of which they hold sharedsole voting power with respect to 5,271,281 shares and sharedsole investment power with respect to all of the beneficially owned shares.



(5)

Based on a Schedule 13G/A, as filed with the SEC on February 9, 2015. BlackRock, Inc., 55 East 52nd Street, New York, NY 10022, a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act, is the beneficial owner of 4,618,572 shares of our outstanding common stock, of which they hold sole voting power with respect to 4,367,263 shares and sole investment power with respect to all of the beneficially owned shares.



(6)

Based on a Schedule 13G/A, as filed with the SEC on February 10, 2015.11, 2016. The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) and two wholly owned subsidiaries, Vanguard Fiduciary Trust Company ("VFTC") and Vanguard Investments Australia, Ltd. ("VIA"), are the beneficial owners of 4,325,1285,078,654 shares of our outstanding common stock. The Vanguard Group, Inc. holds sole voting power with respect to 49,26451,464 shares, shared voting power with respect to 3,800 shares, sole investment power with respect to 4,282,6645,027,790 shares and shared investing power with respect to 42,46450,864 shares beneficially owned.



(7)

Based on a Schedule 13G/A, as filed with the SEC on February 17, 2015. Ruane, Cunniff & Goldfarb, Inc., 9W 57th Street, Suite 5000, New York, NY 10019, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act, is the beneficial owner of 4,099,001 shares of our outstanding common stock, of which they hold sole voting and sole investment power with respect to all of the shares beneficially owned.



(8)(6)

This amount includes 12,1637,826 shares of common stock which may be acquired on exercise of SSARs within 60 days of April 2, 2015.March 28, 2016. 1,340 of the reported shares of common stock are indirectly held by Mr. Kasbar's spouse. This amount excludes 490,000 shares of restricted stock (which represent the maximum number of shares that may be acquired by Mr. Kasbar under the 2012 Special Long-Term Incentive Award in 2017), as well as 106,60377,241 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Kasbar has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting. This amount also includes 203,784 shares that were pledged as collateral for a personal loan.



(9)(7)

This amount includes 6,1664,132 shares of common stock which may be acquired on exercise of SSARs within 60 days of April 2, 2015.March 28, 2016. This amount excludes 85,000 shares of restricted stock (which represent the maximum number of shares that may be acquired by Mr. Birns under the 2012 Special Long-Term Incentive Award in 2017), as well as 40,66929,941 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Birns has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.



(10)(8)

This amount includes 35,78233,704 shares of common stock issuable pursuant to the settlement of stock units and RSUs that are vested or will vest within 60 days of April 2, 2015.March 28, 2016. Upon




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settlement, 29,32029,389 shares will be delivered to Mr. Bakshi upon his departure from the Board, 1,5181,399 will be delivered in May 20152016 and the balance will be delivered on the

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earlier of his departure from the Board or the third anniversary of the respective grant date.

(9)

This amount includes 3,415 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of March 28, 2016. Upon settlement, 1,399 shares will be delivered to Mr. Benitez in May 2016 and the balance will be delivered on the earlier of his departure from the Board or the third anniversary of the respective grant date.





(11)(10)

This amount includes 1,23420,994 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of April 2, 2015.March 28, 2016. Upon settlement, 61716,679 shares will be delivered to Mr. BenitezKassar upon his departure from the Board, 1,399 will be delivered in May 20152016 and 617 sharesthe balance will be delivered on the earlier of his departure from the Board or the third anniversary of the respective grant date.



(12)(11)

This amount includes 23,14120,994 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of April 2, 2015.March 28, 2016. Upon settlement of the RSUs, 16,679 shares will be delivered to Mr. KassarKlein upon his departure from the Board, 1,5181,399 will be delivered in May 20152016 and the balance will be delivered on the earlier of his departure from the Board or the third anniversary of the respective grant date. 10,486 of the shares of common stock beneficially owned by Mr. Klein are held by a trust, for which Mr. Klein serves as trustee.



(12)

This amount includes 6,064 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of March 28, 2016. Upon settlement of the RSUs, 1,749 shares will be delivered to Mr. Manley upon his departure from the Board, 1,399 will be delivered in May 2016 and the balance will be delivered on the earlier of his departure from the Board or the third anniversary of the respective grant date.



(13)

This amount includes 3,13825,104 shares of common stock which may be acquired on exerciseissuable pursuant to the settlement of SSARsstock units and RSUs that are vested or will vest within 60 days of April 2, 2015March 28, 2016. Upon settlement, 20,789 shares will be delivered to Mr. Presby upon his departure from the Board, 1,399 will be delivered in May 2016 and 23,141the balance of the RSUs will be delivered on the earlier of his departure from the Board or the third anniversary of the respective grant date.



(14)

This amount includes 20,994 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of April 2, 2015.March 28, 2016. Upon settlement of the RSUs, 16,679 shares will be delivered to Mr. KleinRoddenberry upon his departure from the Board, 1,5181,399 will be delivered in May 2015 and the balance will be delivered on the earlier of his departure from the Board or the third anniversary of the respective grant date. 11,974 of the shares of common stock beneficially owned by Mr. Klein are held by a trust, for which Mr. Klein serves as trustee.



(14)

This amount includes 1,794 shares of common stock which may be acquired on exercise of SSARs within 60 days of April 2, 2015 and 8,211 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of April 2, 2015. Upon settlement of the RSUs, 1,749 shares will be delivered to Mr. Manley upon his departure from the Board, 1,518 will be delivered in May 20152016 and the balance will be delivered on the earlier of his departure from the Board or the third anniversary of the respective grant date.



(15)

This amount includes 3,138 shares of common stock which may be acquired on exercise of SSARs within 60 days of April 2, 2015 and 35,782 shares of common stock issuable pursuant to the settlement of stock units and RSUs that are vested or will vest within 60 days of April 2, 2015. Upon settlement, 29,320 shares will be delivered to Mr. Presby upon his departure from the Board, 1,518 will be delivered in May 2015 and the balance of the RSUs will be delivered on the earlier of his departure from the Board or the third anniversary of the respective grant date.



(16)

This amount includes 3,138 shares of common stock which may be acquired on exercise of SSARs within 60 days of April 2, 2015 and 23,1413,171 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of April 2, 2015.March 28, 2016. Upon settlement, of the RSUs, 16,6791,299 shares will be delivered to Mr. Roddenberry upon his departure from the Board, 1,518 will be deliveredStebbins in May 20152016 and the balance will be delivered on the earlier of his departure from the Board or the third anniversary of the respective grant date.



(17)

This amount includes 1,146 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of April 2, 2015. Upon settlement, 573 shares will be delivered to Mr. Stebbins in May 2015 and 573 shares will be delivered on the earlier of his departure from the Board or the third anniversary of the grant date. 358,778 47,200 of the shares of common stock beneficially owned by Mr. Stebbins are held by a revocable trust, for which Mr. Stebbins serves as trustee.trustee and 328,051 are held by Mr. Stebbins' grantor retained annuity trust.



(16)

This amount includes an aggregate of 176,099 shares issuable pursuant to RSUs or SSARs that vested or will vest within 60 days after March 28, 2016.




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IX.        OTHER MATTERS

VIII.        OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance


             Section 16(a) of the Exchange Act requires our directors and certain officers, and persons who own more than 10% of our common stock, to file with the SEC reports of ownership and changes in ownership of our common stock and other equity securities. Based solely on a review of such reports that were filed with the SEC, all filings required of directors and Section 16 officers and persons who own more than 10% of our common stock in 20142015 were made on a timely basis, except that Mr. Clementi inadvertently failed to timely file one Form 4.basis.

Shareholder Proposals for the 20162017 Annual Meeting


             Proposals for Inclusion in the Proxy Statement.    The date by which shareholder proposals must be received by us for inclusion in proxy materials relating to the 20162017 annual meeting of shareholders, or the "2016"2017 Annual Meeting," is December 15, 2015.13, 2016. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy materials in accordance with SEC regulations governing the solicitation of proxies.

             Proposals not Included in the Proxy Statement and Nominations for Director.    Shareholder proposals not included in the Company's proxy statement and shareholder nominations for director may be brought before an annual meeting of shareholders in accordance with the advance notice procedures described in the Company's By-Laws. In general, notice must be received by the Corporate Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (i.e., May 29, 2016)26, 2017) and must contain specified information concerning the matters to be brought before such meeting and concerning the shareholder proposing such matters. For the 20162017 Annual Meeting, the Corporate Secretary must receive notice of the proposal on or after the close of business on February 1, 2016January 26, 2017 and no later than the close of business on February 29, 2016.27, 2017. Shareholder proposals must be in proper written form and must meet the detailed disclosure requirements set forth in the Company's By-Laws, including a description of the proposal, the relationship between the proposing shareholder and the underlying beneficial owner, if any, and such parties' stock holdings and derivative positions in the Company's securities. If we hold the date of the annual meeting is2017 Annual Meeting more than 30 days earlier or more than 60 days later than such anniversary date, noticewe must be receivedreceive your notice not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

             The Company's By-Laws also require that shareholder proposals concerning nomination of directors provide additional disclosure, including information the Company deems appropriate to ascertain the nominee's qualifications to serve on the Board, disclosure of compensation arrangements between the nominee, the nominating shareholder and the underlying beneficial owner, if any, and other information required to comply with the proxy rules and applicable law.

             The specific requirements of these advance notice provisions are set forth in Article I, Sections 6 and 7 of our By-Laws, a copy of which is available upon request. Such request and any shareholder proposals or director nominations should be sent to our Corporate Secretary at our principal executive offices.

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List of Shareholders Entitled to Vote at the Annual Meeting


             The names of shareholders of record entitled to vote at the Annual Meeting will be available at our corporate office for a period of 10 days prior to the Annual Meeting and continuing through the Annual Meeting.




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Expenses Relating to this Proxy Solicitation


             We will bear the cost of the solicitation of proxies from our shareholders, including preparing, printing and mailing the Notice and this proxy statement. In addition to solicitations by mail, our directors, officers and employees, and those of our subsidiaries and affiliates, may solicit proxies from shareholders by telephone or other electronic means or in person but will receive no additional compensation for soliciting such proxies. We will cause banks and brokerage firms and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of our common stock held of record by such banks, brokerage firms, custodians, nominees and fiduciaries. We may reimburse such banks, brokerage firms, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in doing so. We may also retain the services of a solicitor to assist in soliciting proxies and pay them a fee as well as other costs and expenses.

Communication with our Board of Directors


             Any interested party can contact our Board, any Board committee, our presiding director, our lead independent director, the non-managementnon- management directors as a group or any individual director by (i) writing to any of them, c/o Corporate Secretary, at our principal office at 9800 Northwest 41st Street, Miami, Florida 33178, (ii) contacting our compliance hotline at (877) 787-8742 (Toll Free Domestic) or (770) 776-5690 (Collect) or (iii) accessing www.reportlineweb.com/wfs on the Internet. Such communications may be submitted on an anonymous or confidential basis. Any communications received from interested parties in the manner described above will be collected and organized by our Corporate Secretary and will be periodically, but in any event prior to each regularly-scheduled Board meeting, reported and/or delivered to the appropriate director or directors.

Available Information


             We maintain an Internet website at www.wfscorp.com. Copies of the Committee charters of each of the Audit Committee, Compensation Committee, Governance Committee and Technology and Operations Committee, together with other corporate governance materials, such as our Corporate Governance Principles and Code of Conduct, can be found under the Investor Relations—Corporate Governance section of our website located at www.wfscorp.com, and such information is also available in print to any shareholder who requests it by writing to our Corporate Secretary at the address below.

             We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our 20142015 annual report on Form 10-K as filed with the SEC, including the financial statements and schedules thereto. In addition, such report is available, free of charge, through the Investor Relations—Corporate Governance section of our Internet website, located at www.wfscorp.com. A request for a copy of such report should be directed to World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178, Attention: Corporate Secretary. A copy of any exhibit to the 20142015 annual report on

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Form 10-K will be forwarded following receipt of a written request with respect thereto addressed to Investor Relations.

Electronic Delivery


             Pursuant to rules adopted by the SEC, we are furnishing our proxy materials to our shareholders over the Internet and providing a Notice of Internet Availability of Proxy Materials by mail instead of mailing a printed copy of our proxy materials, which include our proxy statement and annual report. This process has allowed us to expedite our shareholders' receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our Annual Meeting. All shareholders receiving the Notice will have the ability to access the proxy materials over the Internet and receive a paper copy of the proxy materials by mail at no charge upon request.




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Householding


             We have adopted a procedure approved by the SEC called "householding." Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Notice, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

             If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of the Notice, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Notice for your household, please contact our transfer agent, Wells Fargo Shareowner Services (in writing: P.O. Box 64874,64854, St. Paul, MN 55164-0874,55164-0854, or by telephone: (800) 468-9716 or (651) 450-4064).

             If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice in the future, please contact Wells Fargo Shareowner Services as indicated above. Beneficial shareholders can request information about householding from their broker, bank, trustee, agent or other record holder.

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Annex A


WORLD FUEL SERVICES CORPORATION
2016 OMNIBUS PLAN


SECTION I
GENERAL

             1.1    Purpose.    The World Fuel Services Corporation 2016 Omnibus Plan (the "Plan") has been established by World Fuel Services Corporation (the "Company"), a Florida corporation, to: (a) attract and retain persons eligible to participate in the Plan; (b) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (c) provide incentive compensation opportunities that are competitive with those of other similar companies; and (d) further align Participants' interests with those of the Company's other shareholders through compensation that is based on the Company's common stock; and thereby promote the long-term financial interest of the Company and the Subsidiaries, including the growth in value of the Company's equity and enhancement of long-term shareholder return.

             1.2    Participation.    Subject to the terms and conditions of the Plan, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company shall determine and designate, from time to time, from among the Eligible Persons, those persons who will be granted one or more Awards under the Plan, and thereby become "Participants" in the Plan.

             1.3    Operation, Administration, and Definitions.    The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section IV (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section VIII of the Plan).

SECTION II
OPTIONS AND SARS

             2.1    Definitions.

             (a)        An "Option" is a right that entitles the Participant to purchase shares of Stock at an Exercise Price established by the Committee. Any Option granted under this Section II may be either an Incentive Stock Option or a Non-Qualified Stock Option, as determined in the discretion of the Committee. An "Incentive Stock Option" is an Option that is intended to satisfy the requirements applicable to an "incentive stock option" described in Section 422(b) of the Code. Only Employees of the Company or any Subsidiary shall be eligible to be awarded Incentive Stock Options under the Plan. A "Non-Qualified Stock Option" is an Option that is not intended to be an "incentive stock option" as that term is described in Section 422(b) of the Code.

             (b)        A "Stock Appreciation Right" or "SAR" is a right that entitles the Participant to receive, in cash or Stock (as determined in accordance with Section 4.7), value equal to (or otherwise based on) the excess of: (i) the Fair Market Value of a share of Stock at the time of exercise; over (ii) an Exercise Price established by the Committee.

             2.2    Exercise Price.    The "Exercise Price" of each share of Stock purchasable under an Option and each SAR shall be determined by the Committee, provided that such Exercise Price shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant of

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the Option or SAR and shall not, in any event, be less than the par value of a share of Stock on the date of grant of the Option or SAR. If an Eligible Person owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted to such person, the exercise price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110% of the Fair Market Value of a share of Stock on the date that the Incentive Stock Option is granted.

             2.3    Exercise.    An Option and an SAR shall become exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee, but in no event shall the Option or SAR remain exercisable after the seven-year anniversary of the date of grant.

             2.4    Payment of Option Exercise Price.    The payment of the Exercise Price of an Option granted under this Section II shall be subject to the following:

             (a)        Subject to the following provisions of this Section 2.4, the full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement described in Section 2.4(c), payment may be made as soon as practicable after the exercise).

             (b)        The Exercise Price shall be payable in cash or, in the discretion of the Committee, either by tendering shares of Stock (by actual delivery of shares or by attestation), or by the withholding of shares of Stock that otherwise would have been delivered as a result of the exercise of the Option, in each case valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee.

             (c)        The Committee may permit a Participant to elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

             2.5    Settlement of Award.    Settlement of Options and SARs is subject to Section 4.7.

SECTION III
OTHER AWARDS

             3.1    Definitions.

             (a)        A "Cash Incentive Award" is a grant of a right to receive a designated dollar value amount in cash that is not calculated by reference to the Fair Market Value of a share of Stock and is subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.

             (b)        An "Other Stock-Based Award" is any Award other than an Option, SAR, Stock Unit Award, Restricted Stock Award or Restricted Stock Unit Award, that is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Stock (including without limitation any award of shares of Stock that is not subject to any

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vesting or other restrictions and any awards of shares of Stock in lieu of obligations to pay cash or deliver other property under the Plan or under any other plan or compensatory arrangements).

             (c)        A "Performance Compensation Award" is the grant of any Award, other than an Option or SAR, designated by the Committee as a Performance Compensation Award pursuant to Section 3.2(b) that is contingent on the achievement of Performance Measures or, in the event such Award is not intended to be "qualified performance-based compensation" under Section 162(m) of the Code, other performance objectives as determined by the Committee, during a specified period.

             (d)        A "Restricted Stock Award" is a grant of shares of Stock with such shares of Stock subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.

             (e)        A "Restricted Stock Unit Award" is the grant of a right to receive shares of Stock, cash, other securities or other Awards (as determined in accordance with Section 4.7) in the future, with such right to future delivery of such shares of Stock, cash, other securities or other Awards subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.

             (f)         A "Stock Unit Award" is the grant of a right to receive shares of Stock in the future, which right is not subject to future vesting conditions.

             3.2    Restrictions on Awards.    Each Stock Unit Award, Performance Compensation Award, Restricted Stock Award, Restricted Stock Unit Award, Other Stock-Based Award and Cash Incentive Award shall be subject to the following:

             (a)        Any such Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine.

             (b)        The Committee may designate any such Award as a Performance Compensation Award that is intended to be "qualified performance-based compensation" as that term is used in Section 162(m) of the Code. The grant or vesting of any such Awards so designated shall be conditioned on the achievement of one or more "Performance Measures", to the extent required by Section 162(m) of the Code. The Performance Measures shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder, including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being "substantially uncertain." One or more of the following business criteria for the Company, on a consolidated basis, and/or for any Subsidiary, or for business or geographical units of the Company and/or any Subsidiary (except with respect to the shareholder return measures and earnings per share criteria), shall be used by the Committee in establishing Performance Measures for such Performance Compensation Awards: (1) earnings per share or diluted earnings per share; (2) revenues or margins; (3) cash flow; (4) gross or net profitability/profit margins (including profitability of a product or service); (5) return measures (including return on net assets, investment, capital, equity, or sales); (6) economic value; enterprise value; (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 non-recurring or special items; (9) operating income; income before interest income or expense, unusual items and income taxes, local, state, federal or foreign and excluding

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budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; (10) working capital; (11) costs or expenses (including specified types or categories thereof); (12) identification and/or consummation of investment opportunities or completion of specified projects, including strategic mergers, acquisitions or divestitures; (13) shareholder return measures; share price; (14) debt reduction or borrowing levels; (15) improvements in capital structure; (16) sales or product volume; days sales outstanding; (17) market share (in the aggregate or by segment); (18) ratios (including operating, leverage, combined); (19) book, economic book or intrinsic book value (including book value per share); (20) entry into new markets, either geographically or by business unit; (21) customer retention and satisfaction; (22) safety and accident rates; (23) strategic plan development and implementation, including turnaround plans; and (24) 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 published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor's 500 Stock Index or a group of companies that are selected by the Committee. The Committee shall exclude the impact of an event or occurrence which the Committee determines should appropriately be excluded, including without limitation (i) restructurings, discontinued operations, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or any of its Affiliates, Subsidiaries, divisions, segments or operating units (to the extent applicable to such Performance Measure) or not within the reasonable control of the Company's management, or (iii) a change in accounting standards required by generally accepted accounting principles. For Awards under this Section III intended to be "qualified performance-based compensation," the grant of the Awards and the establishment of the Performance Measures shall be made during the period required under Section 162(m) of the Code and the determination in the immediately preceding sentence shall be consistent with Section 162(m) of the Code. The Committee may, in its discretion, reduce the amount payable with respect to any Awards subject to this Section 3.2(b), but may not exercise any discretion to increase any such amount. No Participant shall receive any payment under the Plan that is subject to this Section 3.2(b) unless the Committee has certified, by resolution or other appropriate action in writing, that the Performance Measures and any other material terms previously established by the Committee, have been satisfied.

             (c)        Any such Award (other than a Cash Incentive Award) shall be subject to a minimum vesting period of one (1) year, which minimum vesting period shall be deemed satisfied with respect to an Award granted to an Independent Director in connection with an annual shareholder meeting if such Award vests upon or after the immediately following annual shareholder meeting.

             (d)        Notwithstanding 3.2(c) above, up to five percent (5%) of the shares of Stock available under the Plan may be granted free of any vesting requirements. Shares of Stock issued to Eligible Persons pursuant to their election to receive shares of Stock in lieu of cash compensation shall not count against this limit.

SECTION IV
OPERATION AND ADMINISTRATION

             4.1    Effective Date; Term of Plan. The Plan shall be effective as of the Effective Date and shall remain in effect as long as any Awards under it are outstanding; provided, however, that no Awards may be granted under the Plan after the tenth anniversary of the Effective Date.

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             4.2    Shares Subject to Plan.    The shares of Stock for which Awards may be granted under the Plan shall be subject to the following:

             (a)        The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued or currently held or subsequently acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions.

             (b)        Subject to the following provisions of this Section 4.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to the sum of (i) 2,500,000 and (ii) any Shares with respect to awards granted under the Prior Plan that are forfeited or canceled following the date that the Plan is approved by the Company's shareholders, provided that, for the avoidance of doubt, clause (ii) shall not include any Shares with respect to awards granted under the Prior Plan that are withheld or tendered to the Company to satisfy the applicable tax withholding obligation or in payment of the exercise price of such award.

             (c)        To the extent provided by the Committee, any Award may be settled in cash rather than Stock. To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or the shares of Stock are not delivered because the Award is settled in cash, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary because the shares of Stock are withheld or are tendered (by actual delivery or by attestation) to the Company, in either case, to satisfy the applicable tax withholding obligation or in payment of the exercise price of the Award, such shares shall be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan.

             (d)        Upon exercise of a stock-settled SAR, each such stock-settled SAR originally granted shall be counted as one share of Stock against the maximum aggregate number of shares of Stock that may be delivered pursuant to Awards granted under the Plan as provided in Section 4.2(b), regardless of the number of shares of Stock actually delivered upon settlement of such stock-settled SAR.

             (e)        Subject to Section 4.2(f), the following additional maximums are imposed under the Plan.

                    (i)  The maximum number of shares of Stock that may be issued as a result of the exercise of Options intended to be Incentive Stock Options shall be 2,500,000.

                   (ii)  With respect to Awards that are intended to be "qualified performance-based compensation" (as that term is used for purposes of Section 162(m) of the Code),

             (A)       in the case of such Awards that are settled in shares of Stock, no more than 600,000 shares of Stock may be subject to such Awards granted to any one Participant with respect to any one fiscal-year period (multiplied by the number of complete fiscal year periods (and fractions thereof) over which the performance criteria are measured if based upon satisfaction of performance criteria measured over a period of more than one fiscal year);

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             (B)       in the case of such Awards that are settled in cash based on the Fair Market Value of a share of Stock, the maximum aggregate amount of cash that may be paid pursuant to such Awards granted to any one Participant with respect to any one fiscal-year period shall be equal to 600,000 shares of Stock multiplied by the per share Fair Market Value as of the relevant vesting, payment or settlement date (multiplied by the number of complete fiscal year periods (and fractions thereof) over which the performance criteria are measured if based upon satisfaction of performance criteria measured over a period of more than one fiscal year); and

             (C)       in the case of all such Awards other than those described in clauses (A) and (B), the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than shares of Stock that may be paid or delivered pursuant to such Awards granted to any one Participant in any one fiscal-year period shall be equal to $5,000,000 (multiplied by the number of complete fiscal year periods (and fractions thereof) over which the performance criteria are measured if based upon satisfaction of performance criteria measured over a period of more than one fiscal year).

                  (iii)  With respect to Awards granted to Independent Directors, (A) in the case of such Awards that are settled in shares of Stock, no more than 60,000 shares of Stock may be subject to such Awards granted to any one Independent Director in any fiscal year, (B) in the case of such Awards that are settled in cash based on the Fair Market Value of a share of Stock, the maximum aggregate amount of cash that may be paid pursuant to such Awards granted to any one Independent Director in any fiscal year shall be equal to 60,000 shares of Stock multiplied by the per share Fair Market Value as of the relevant vesting, payment or settlement date, and (C) in the case of all Awards other than those described in clauses (A) and (B), the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than shares of Stock that may be paid or delivered pursuant to such Awards to any one Independent Director in any fiscal year shall be equal to $500,000.

                  (iv)  Substitute Awards shall not reduce the shares of Stock authorized for grant under the Plan or authorized for grant to a Participant in any period. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares of stock available for delivery pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Stock authorized for delivery under the Plan; provided that Awards using such available shares of Stock shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees, officers, or members of the board of directors of the Company or Subsidiaries, or consultants or other persons providing services to the Company or any Subsidiary, prior to such acquisition or combination.

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             (f)         In the event of any equity restructuring, such as a stock dividend, stock split, spin-off, reverse stock split, split-up, rights offering, recapitalization or non-recurring cash dividend or other distribution (whether in the form of shares of Stock, other securities or other property), the Committee shall adjust each Award, in such manner as the Committee shall determine, to prevent dilution or enlargement of the rights of the holders with respect to outstanding awards. In addition, in the event of any merger, consolidation, combination, exchange of shares or other similar corporate transaction (including any Change of Control), the Committee may make other adjustments to outstanding Awards (and to any limitations on the number or kind of Awards that may be granted under the Plan in the future) to preserve the benefits or potential benefits of the Awards. Action by the Committee pursuant to this Section 4.2(f) may include, to the extent that the Committee determines to be appropriate: (i) adjustment to the number or kind of shares which may be delivered under the Plan, including but not limited to, increases in the limitations set forth in subsection (b) above and paragraphs (i) through (iii) of subsection (e) above; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the Exercise Price of outstanding Options and SARs; and (iv) any other adjustments that the Committee determines to be equitable or appropriate, including but not limited to, (A) a cash payment to the holder of an outstanding Award in consideration for the cancelation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Stock subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and (B) cancel and terminate any Option or SAR having a per share Exercise Price equal to, or in excess of, the Fair Market Value of a share of Stock subject to such Option or SAR without any payment or consideration therefor.

             4.3    General Restrictions.    Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:

             (a)        Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity.

             (b)        To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange.

             4.4    Tax Withholding.    All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of shares of Stock which the Participant already owns, through the withholding of shares of Stock that otherwise would have been delivered pursuant to the Award, or through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan.

             4.5    Grant and Use of Awards.    In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be

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granted to a Participant. Awards may be granted as alternatives to or replacement of awards granted or outstanding under the Plan, or any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary). Subject to the overall limitation on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares of Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations.

             4.6    Dividends and Dividend Equivalents.    An Award (other than an Option or SAR Award) may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Stock subject to the Award (both before and after the Stock subject to the Award is earned, vested, or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Stock, as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents or the withholding of such amounts subject to vesting of the underlying Award. Notwithstanding the foregoing, a Participant shall be eligible to receive dividends or dividend equivalents in respect of any Award that vests or is payable upon the achievement of Performance Measures only to the extent that (a) the relevant Performance Measures are achieved and (b) all or some portion of such Award has been earned for the applicable period.

             4.7    Settlement of Awards.    The obligation to make payments and distributions with respect to Awards may be satisfied through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Satisfaction of any such obligations under an Award, which is sometimes referred to as "settlement" of the Award, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any Award payment, subject to applicable law and such rules and procedures as the Committee may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, and may include converting such credits into deferred Stock equivalents. Each Subsidiary shall be liable for payment of cash due under the Plan with respect to any Participant to the extent that such benefits are attributable to the services rendered for that Subsidiary by the Participant. Any disputes relating to liability of a Subsidiary for cash payments shall be resolved by the Committee.

             4.8    Transferability.    Except as otherwise provided by the Committee, Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution.

             4.9    Form and Time of Elections.    Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee or its designee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee or its designee shall require.

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             4.10    Agreement with Company.    An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written document as is determined by the Committee. A copy of such document shall be provided to the Participant, and the Committee may, but need not require that the Participant sign a copy of such document. Such document is referred to in the Plan as an "Award Agreement" regardless of whether any Participant signature is required.

             4.11    Action by Company or Subsidiary.    Any action required or permitted to be taken by the Company or any Subsidiary regarding the Plan shall be by resolution of the Committee, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized to act for the Board, or (except to the extent prohibited by applicable law or applicable rules of any securities exchange) by one or more duly authorized officers of the Company.

             4.12    Gender and Number.    Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

             4.13    Limitation of Implied Rights.

             (a)        Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

             (b)        The Plan does not constitute a contract of employment, and selection as a Participant will not give such Participant the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a shareholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

             4.14    Evidence.    Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

SECTION V
CHANGE OF CONTROL

             5.1    Change of Control.    Subject to the provisions of Section 4.2(f) (relating to the adjustment of shares), unless otherwise provided in the applicable Award Agreement or an individual employment agreement, in the event of a Change of Control, all Awards that are outstanding and unvested as of immediately prior to a Change of Control (after giving effect to any action by the Committee pursuant to Section 4.2(f)) shall remain outstanding and unvested immediately thereafter, provided, however, that, if within 12 months following a Change of

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Control, a Participant's employment or services, as applicable, with the Company and its Affiliates is terminated without Cause, then (a) any outstanding Options or SARs then held by Participants that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of the date of such termination and (b) all other outstanding Awards (i.e., other than Options and SARs) then held by Participants that are unexercisable, unvested or still subject to restrictions or forfeiture, shall automatically be deemed exercisable and vested and all restrictions and forfeiture provisions related thereto shall lapse as of the date of such termination.

             5.2    Substitution or Assumption.    Notwithstanding Section 5.1 and unless otherwise provided in the applicable Award Agreement or an individual employment agreement, in the event of a Change of Control, unless provision is made in connection with the Change of Control for assumption or continuation of Awards previously granted or substitution of such Awards for new awards covering shares of a successor corporation or its "parent corporation" (as defined in Section 424(e) of the Code) or "subsidiary corporation" (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares and, if applicable, Exercise Prices and Performance Measures, in each case, that the Committee determines will preserve the material terms and conditions of such Awards as in effect immediately prior to the Change of Control (including, without limitation, with respect to the vesting schedules, the intrinsic value of the awards (if any) as of the Change of Control, difficulty of achieving Performance Measures (if applicable) and transferability of the shares underlying such Awards) (a) all outstanding Options or SARs then held by Participants that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of immediately prior to such Change of Control and (b) all other outstanding Awards (i.e., other than Options, and SARs) then held by Participants that are unvested or still subject to restrictions or forfeiture shall automatically be deemed vested and all restrictions and forfeiture provisions related thereto shall lapse as of immediately prior to such Change of Control.

             5.3    Section 409A and Change of Control.    Notwithstanding Section 5.2 and unless otherwise provided in the applicable Award Agreement or an individual employment agreement, if any amount payable pursuant to an Award constitutes deferred compensation that is subject to Section 409A of the Code, in the event of a Change of Control, to the extent provided in Section 5.2, any unvested but outstanding Awards shall automatically vest as of the date of such Change of Control and shall not be subject to the forfeiture restrictions following such Change of Control; provided that in the event that such Change of Control does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code or to the extent that payment upon such Change of Control would otherwise violate Section 409A of the Code, such Awards (and any other Awards that constitute deferred compensation that vested prior to the date of such Change of Control but are outstanding as of such date) shall not be settled until the earliest permissible payment event under Section 409A of the Code following such Change of Control.

SECTION VI
COMMITTEE

             6.1    Administration.    The authority to control and manage the operation and administration of the Plan shall be vested in the Committee in accordance with this Section VI. The Committee shall be selected by the Board, and shall be comprised solely of two or more members of the Board, each of whom, to the extent required under applicable laws and rules, shall be (i) an "outside director", within the meaning of Section 162(m) of the Code,

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(ii) "independent", within the meaning of the rules of the New York Stock Exchange or, if the shares of Stock are not listed for trading on the New York Stock Exchange, under the rules of the applicable securities exchange on which the shares are listed or quoted and (iii) a "Non-Employee Director", within the meaning of Rule 16b-3 as promulgated and interpreted by the Securities and Exchange Commission under the Exchange Act (each an "Independent Director"). If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee; provided, however, that in that event, any such action taken by the Board shall require the approval of at least a majority of the Independent Directors.

             6.2    Powers of Committee.    The Committee's administration of the Plan shall be subject to the following:

             (a)        Subject to the provisions of the Plan and applicable law, and in addition to the other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including the authority (i) to select from among the Eligible Persons those persons who shall receive Awards, (ii) to determine the time or times of receipt, (iii) to determine the types of Awards and the number of shares or dollar value covered by the Awards, (iv) to establish the terms, conditions, performance and vesting criteria, restrictions, terms of exercise and settlement and other provisions of the Awards, (v) to interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement relating to, or Award made under, the Plan, (vi) grant a replacement Award for an Award previously granted under the Plan if, in its sole discretion, the Committee determines that (A) the tax consequences of such Award to the Company or the Participant differ from those consequences that were expected to occur on the date the Award was granted or (B) clarifications or interpretations of, or changes to, tax law or regulations permit Awards to be granted that have more favorable tax consequences than initially anticipated and (vii) subject to the restrictions imposed by Section VII, to cancel or suspend Awards; provided, however, that, notwithstanding the provisions of this Section 6.2, the Committee shall not have the authority to accelerate vesting of an Award in the event of a Participant's termination of employment other than in connection with the Participant's death or disability.

             (b)        To the extent that the Committee determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.

             (c)        The Committee will have full and complete authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan; it being the intention of the Plan that the Committee have the utmost authority and discretion permitted by law in making decisions and performing its other functions under the Plan.

             (d)        Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.

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             (e)        In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the Articles of Incorporation and By-laws of the Company, and applicable state corporate law.

             (f)         In no event, however, shall the Committee have the power to cancel outstanding Options or SARs for the purpose of repricing or otherwise replacing or re-granting such Options or SARs with an exercise price that is less than the exercise price of the original Option or SAR, unless such action is approved by the Company's shareholders. For the avoidance of doubt, an adjustment to the Exercise Price made in accordance with Section 4.2(f) or as a result of a substitution pursuant to Section V shall not be considered a re-pricing for purposes of this Section 6.2(f).

             6.3    Delegation by Committee.    Except to the extent prohibited by applicable law or the applicable rules of a securities exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. In the event of any delegations described in this Section 6.3, the term "Committee", as used herein, shall include any persons so delegated to the extent of such delegation.

             6.4    Awards to Independent Directors.    Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards to Independent Directors or administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority and responsibility granted to the Committee herein.

             6.5    Information to be Furnished to Committee.    The Company and Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and Subsidiaries as to an employee's or Participant's employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

             6.6    Limitation of Liability.    The Committee, each member thereof, and any other person acting pursuant to authority delegated by the Committee shall be entitled, in good faith, to rely or act upon any report or other information furnished by any officer or employee of the Company, the Company's independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee or any other person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company acting at the direction or on behalf of the Committee or other delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

             6.7    Indemnification.    Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the

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Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Articles of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

             6.8    Code Section 409A.

             (a)        If any Award constitutes a "nonqualified deferred compensation plan" under Section 409A of the Code (a "Section 409A Plan"), then the Award shall be subject to the following additional requirements, if and to the extent required to comply with Section 409A of the Code:

                    (i)  Payments under the Section 409A Plan may not be made earlier than (A) the Participant's "separation from service", (B) the date the Participant becomes "disabled", (C) the Participant's death, (D) a "specified time (or pursuant to a fixed schedule)" specified in the Award Agreement at the date of the deferral of such compensation, (E) a "change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation", or (F) the occurrence of an "unforeseeable emergency";

                   (ii)  The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;

                  (iii)  Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Section 409A(a)(4) of the Code;

                  (iv)  In the case of any Participant who is a "specified employee", a distribution on account of a "separation from service" may not be made before the date which is six months after the date of the Participant's "separation from service" (or, if earlier, the date of the Participant's death); and

                   (v)  In the case of any such Awards that are payable upon a Change of Control, notwithstanding any provision of the Plan to the contrary, the Company will not be deemed to have undergone a Change of Control unless the Company has undergone a "change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of a corporation" within the meaning of Section 409A(a)(2)(A)(v) of the Code.

For purposes of the foregoing, the words and phrases in quotations in this Section 6.8 shall be defined in the same manner as those words and phrases are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Award.

             (b)        Any Award Agreement for any Award that the Committee reasonably determines to constitute a Section 409A Plan, and the provisions of the Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A, and the

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Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. Further, in the event that the Plan, any Award Agreement or any Award shall be deemed not to comply with Section 409A of the Code, then neither the Company, the Committee nor its or their designees or agents shall be liable to any Participant or other person for actions, decisions or determinations made in good faith.

SECTION VII
AMENDMENT AND TERMINATION

             The Board may, at any time, amend or terminate the Plan, and the Board or Committee may, at any time, amend any Award outstanding thereunder, provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; and further provided that any amendment made to comply with applicable law, tax rules, securities exchange rules or accounting rules and adjustments pursuant to Section 4.2(f) shall not be subject to the foregoing limitations of this Section VII. Notwithstanding the foregoing, approval of the Company's shareholders shall be required for any amendment or alteration of the Plan if such shareholder approval is required by any federal or state law or regulation (including without limitation, Rule 16b-3 under the Exchange Act or Section 162(m) of the Code or the rules of any securities exchange or automated quotation system on which the shares of Stock may then be listed or quoted). Unless otherwise determined by the Committee, any amendments to the Plan will apply prospectively only.

SECTION VIII
DEFINED TERMS

             In addition to the other definitions contained herein, the following definitions shall apply:

             (a)        Affiliate.    The term "Affiliate" means (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and/or (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

             (b)        Award.    The term "Award" means any award or benefit granted under the Plan, including, without limitation, the grant of Options, SARs, Stock Unit Awards, Performance Compensation Awards, Restricted Stock Awards, Restricted Stock Unit Awards, Other Stock-Based Awards and Cash Incentive Awards.

             (c)        Board.    The term "Board" shall have the meaning set forth in Section 1.2.

             (d)        Cash Incentive Award.    The term "Cash Incentive Award" shall have the meaning set forth in Section 3.1(a).

             (e)        Cause.    The term "Cause" (i) shall have the meaning set forth in an Award Agreement or in an individual employment agreement between the Participant and the

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Company, if any or (ii) if there is no definition set forth in an Award Agreement or applicable employment agreement, means

             (A)       the material failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary (or any successor company);

             (B)       any material violation or material breach by the Participant of his or her employment agreement, consulting or other similar agreement with the Company or any Subsidiary (or successor company), if any;

             (C)       any material violation or material breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or any Subsidiary (or successor company);

             (D)       any material violation or material breach by the Participant of the Company's Code of Conduct or any other Company (or successor company) policy;

             (E)       any act by the Participant of material dishonesty or fraud that injures the reputation or business of the Company or any Subsidiary (or successor company); or

             (F)        the conviction of or entry of a plea of guilty or nolo contender to a felony or a crime involving moral turpitude.

The good faith determination by the Committee of whether the Participant's employment or service was terminated for "Cause" shall be final and binding for all purposes hereunder.

             (f)         Change of Control.    For purposes of this Plan, a "Change of Control" means any one of the following events:

                    (i)  any person or "group" as defined in Section 13(d)(3) of 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 thirty percent (30%) 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; provided, however, that, for purposes of this subparagraph (i), any acquisition directly from the Company shall not constitute a Change of Control; or

                   (ii)  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

                  (iii)  the individuals who, as of the Effective Date, constitute the Board of Directors of the Company (the "Board" generally and as of the Effective Date 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

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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

                  (iv)  there is a liquidation or dissolution of the Company or all or substantially all of the assets of the Company have been sold.

             (g)        Code.    The term "Code" means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.

             (h)        Committee.    The term "Committee" shall have the meaning set forth in Section 1.2.

             (i)         Company.    The term "Company" shall have the meaning set forth in Section 1.1.

             (j)         Effective Date.    The term "Effective Date" means the date on which this Plan is approved by shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Sections 162(m) (if applicable) and 422 of the Code, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any securities exchange or automated quotation system on which the Stock may be listed or quoted, and any other laws, regulations and obligations of the Company applicable to the Plan.

             (k)        Eligible Person.    The term "Eligible Person" means any employee, officer or member of the board of directors of the Company or a Subsidiary, or any consultant or other person who performs services for the Company or any Subsidiary, including any prospective employee, officer, member or consultant.

             (l)         Exchange Act.    The term "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.

             (m)       Exercise Price.    The term "Exercise Price" shall have the meaning set forth in Section 2.2.

             (n)        Fair Market Value.    The term "Fair Market Value" means (i) with respect to any property other than shares of Stock, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to a share of Stock as of any date,

             (A)       if the principal market for the Stock is a national securities exchange or the NASDAQ stock market, then the "Fair Market Value" as of that date shall be the closing sales price of the Stock on the day that the Award is granted on the principal exchange or market on which the Stock is then listed or admitted to trading;

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             (B)       if sale prices are not available or if the principal market for the Stock is not a national securities exchange and the Stock is not quoted on the NASDAQ stock market, the average between the highest bid and lowest asked prices for the Stock on the day that the Award is granted as reported on the NASDAQ OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated or a comparable service; and

             (C)       if the day is not a trading day, and as a result, paragraphs (A) and (B) next above are inapplicable, the Fair Market Value of the Stock shall be determined as on the most recent trading day prior to the date the Award is granted. If paragraphs (A) and (B) next above are otherwise inapplicable, then the Fair Market Value of the Stock shall be determined in good faith by the Committee.

             (o)        Incentive Stock Option.    The term "Incentive Stock Option" shall have the meaning set forth in Section 2.1(a).

             (p)        Independent Director.    The term "Independent Director" shall have the meaning set forth in Section 6.1.

             (q)        Non-Qualified Stock Option.    The term "Non-Qualified Stock Option" shall have the meaning set forth in Section 2.1(a).

             (r)         Option.    The term "Option" shall have the meaning set forth in Section 2.1(a).

             (s)         Other Stock-Based Award.    The term "Other Stock-Based Award" shall have the meaning set forth in Section 3.1(b).

             (t)         Participants.    The term "Participants" shall have the meaning set forth in Section 1.2.

             (u)        Performance Compensation Award.    The term "Performance Compensation Award" shall have the meaning set forth in Section 3.1(c).

             (v)        Performance Measure.    The term "Performance Measure" shall have the meaning set forth in Section 3.2(b).

             (w)       Plan.    The term "Plan" shall have the meaning set forth in Section 1.1

             (x)        Prior Plan.    The term "Prior Plan" shall mean the World Fuel Services Corporation 2006 Omnibus Plan, as amended and restated.

             (y)        Restricted Stock Award.    The term "Restricted Stock Award" shall have the meaning set forth in Section 3.1(d).

             (z)        Restricted Stock Unit Award.    The term "Restricted Stock Unit Award" shall have the meaning set forth in Section 3.1(e).

             (aa)      SAR.    The term "SAR" shall have the meaning set forth in Section 2.1(b).

             (bb)      Stock Appreciation Right.    The term "Stock Appreciation Right" shall have the meaning set forth in Section 2.1(b).

             (cc)       Stock Unit Award.    The term "Stock Unit Award" shall have the meaning set forth in Section 3.1(f).

             (dd)      Subsidiary.    The term "Subsidiary" means any company during any period in which it is a "subsidiary corporation" (as that term is defined in Section 424(f) of the Code) with respect to the Company.

             (ee)      Substitute Awards.    The term "Substitute Awards" means Awards granted or Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

             (ff)       Stock.    The term "Stock" means shares of common stock, par value $.01 per share, of the Company.

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WORLD FUEL SERVICES CORPORATION


THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS


FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON


THURSDAY, MAY 29, 201526, 2016

 

The undersigned shareholder acknowledges receipt of the Notice of Internet Availability of Proxy Materials and hereby appoints Michael J. Kasbar and Paul H. Stebbins or either of them, proxies for the undersigned, each with full power of substitution, to vote all of the undersigned’s shares of common stock of World Fuel Services Corporation (“World Fuel”) at the annual meeting of shareholders to be held at World Fuel’s offices at 9800 Northwest 41st Street, Miami, Florida 33178 on Thursday, May 29, 2015,26, 2016, at 8:00 a.m., Eastern Time, and at any adjournments or postponements thereof.

 

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED.  THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH DIRECTOR NOMINEE IN PROPOSAL 1 AND “FOR” PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 3.4.  THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

 

(Please Sign on Reverse Side) Address Changes/Comments (Mark the corresponding box on the reverse side)     FOLD AND DETACH HERE   The Board of Directors recommends a vote FOR the director nominees in proposal 1 and FOR proposals 2, 3 and 4.  If no specification is made, the shares will be voted in accordance with such Board of Directors’ recommendation. 1. Election of director nominees each for a term expiring at the next annual meeting or until his successor has been duly elected and qualified:   The Board of Directors recommends a vote FOR the director nominees in proposal 1 and FOR proposals 2 and 3.  If no specification is made, the shares will be voted in accordance with such Board of Directors’ recommendation. Please Mark Here for Address Change or Comments o SEE REVERSE SIDE 2. Approval of the non-binding, advisory vote on executive compensation. 1. Election of director nominees each for a term expiring at the next annual meeting or until his successor has been duly elected and qualified: FOR o AGAINST o ABSTAIN o   FOR WITHHOLD AUTHORITY 1. Michael J. Kasbar o o 3. Ratification of the appointment of PricewaterhouseCoopers LLP as World Fuel’s independent registered public accounting firm for the 2015 fiscal year. 2. Ken Bakshi o o 3. Jorge L. Benitez o o 4. Richard A. Kassar o o 5. Myles Klein o o 6. John L. Manley o o FOR AGAINST ABSTAIN 7. J. Thomas Presby o o o o o 8. Stephen K. Roddenberry o o 9. Paul H. Stebbins o o             1. Michael J. Kasbar o o 2. Ken Bakshi o o 3. Jorge L. Benitez o o 4. Richard A. Kassar o o 5. Myles Klein o o 6. John L. Manley o o 7. J. Thomas Presby o o 8. Stephen K. Roddenberry o o 9. Paul H. Stebbins o o Please Mark Here for Address Change or Comments o SEE REVERSE SIDE 2. Approval of the World Fuel Services Corporation  2016 Omnibus Plan. FOR AGAINST ABSTAIN     o Note.  Such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof. o o 3. Approval of the non-binding, advisory vote on executive compensation. FOR AGAINST ABSTAIN   If you plan to attend the Annual Meeting, please mark the WILL ATTEND box.o o WILL ATTEND o 4. Ratification of the appointment of PricewaterhouseCoopers LLP as World Fuel’s independent registered public accounting firm for the 2016 fiscal year. FOR AGAINST ABSTAIN   o o o If you plan to attend the Annual Meeting, please mark the WILL ATTEND box. Note. Such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof. oWILL ATTEND   Signature Signature   Date     Signature should agree with name printed hereon.  If stock is held in the name of more than one person, EACH joint owner should sign.  Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign.  Attorneys should submit powers of attorney.     FOLD AND DETACH HERE   WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE PROXY SUBMISSION, BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.   Internet and telephone proxy submission is available through 11:59 p.m. Eastern Time the day prior to Annual Meeting day.   Your Internet or telephone proxy submission authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.   INTERNETORTELEPHONE   OR TELEPHONE If you submit your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. To submit a proxy by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. World Fuel’s proxy statement and annual report are available online at www.proxyvote.com.