0001193125-06-064134 Sample Contracts

RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • March 28th, 2006 • World Fuel Services Corp • Wholesale-petroleum & petroleum products (no bulk stations)

THIS AGREEMENT (this “Agreement”) is made by and between World Fuel Services Corporation, a Florida corporation (the “Company”), and the employee named below (the “Employee”).

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WORLD FUEL SERVICES CORPORATION STOCK-SETTLED STOCK APPRECIATION RIGHT AGREEMENT
Stock Appreciation Right Agreement • March 28th, 2006 • World Fuel Services Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida

Pursuant to that certain Award Letter dated [ ], a copy of which is attached hereto and made a part hereof (the “Award Letter”), World Fuel Services Corporation (the “Company”) granted to the participant named below (the “Participant”), stock-settled stock appreciation rights (“SSARs”) under the Company’s 2001 Omnibus Plan (the “Plan”), in order to encourage the Participant to continue to contribute to the Company’s growth and success. The SSARs entitle the Participant to receive shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), in an amount whose Fair Market Value (as defined in the Plan) is equal to the product of: (A) the number of SSARs specified in the Award Letter; multiplied by (B) the excess of (i) the Fair Market Value of the Common Stock on the date or dates upon which the Participant converts the SSARs to Common Stock, over (ii) the Conversion Price, as specified in the Award Letter.

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