Corporate Governance - Stock Option Plan
Article 1. The objectives of this Plan for the Granting of Call Option or Subscription of Shares ("Plan") of Marisa S.A. ("Company") are:
a) Stimulate the Company‘s expansion and the achievement of the established corporate goals, allowing for the Management, employees in managerial positions, and service providers of the Company or its subsidiaries which are relevant for the Company‘s development, to acquire the Company‘s shares pursuant to the terms and conditions set forth in this Plan, promoting the alignment of the interests of these managers, employees and service providers with the interests of the Company‘s shareholders; and
b) Allow for the Company and its subsidiaries to attract, retain and maintain the services of highly-qualified administrators, managers, and service providers, offering them as an additional advantage the opportunity to (i) become shareholders of the Company in the terms and conditions set forth in this Plan; (ii) ensure them the right to benefit from the valuation of the Company‘s shares; and (iii) gain equity advantage resulting from the Company‘s performance.
Article 2. This Plan sets forth the general conditions for the Company, through its Board of Directors, to grant call options or subscription of common shares issued by the Company to administrators, managers and highly-qualified service providers of the Company or its subsidiaries, in the manner set forth herein.
Article 3. The Plan‘s management shall be incumbent upon the Company‘s Board of Directors, which might implement it on a yearly basis or in diverse periods.
Paragraph One. The Board of Directors shall assign its roles to a committee created especially for this purpose ("Committee"), observing the restrictions set forth by laws.
Paragraph Two. Should a Committee be created, it would consist of at least 3 (three) members, of which one would necessarily be the Chairman of the Company‘s Board of Directors, and the remainder would be shareholders elected by the Board of Directors. The members of this Committee will not be eligible as beneficiaries of the Plan.
Article 4. The Board of Directors will have absolute autonomy to manage the Plan, and will be invested with the necessary powers, among others, to:
a) Take all and any measures relating to the management of the Plan, the detailing and application of the general rules set forth herein;
b) Issue new common shares of the Company so as to comply with this Plan, observing the limits of authorized capital stock set forth by the Company‘s Bylaws, as well as the limits of this Plan, in addition to applicable legal dispositions;
c) Authorize the disposal of the Company‘s treasury shares, for the purpose of this Plan, provided that it is done so with the prior authorization of the Brazilian Securities and Exchange Commission – CVM;
d) Decide about the dates when the call options will be granted, as well as the opportunity for the granting of said options with regard to the Company‘s interests;
e) Select, among the people eligible to participate in this Plan, those who will effectively participate in the Plan ("Beneficiaries" and, individually, the "Beneficiary");
f) Determine the goals relating to the Beneficiaries‘ performance, responsibilities or rights, so as to set forth the criteria to select them;
g) Approve the Agreements for the Granting of Call Option or Subscription of Shares
("Option Agreements" or, individually, "Option Agreement"), to be executed between the Company and each of the Beneficiaries, and which shall indicate, among others, (i) the amount of common shares of the granted option; (ii) the conditions for the acquisition of the right to exercise the option; (iii) deadline for the exercise of the call option; (iv) the exercise price and payment conditions, pursuant to Article 26; (v) occasional restrictions to the trading of the shares acquired by the Beneficiaries by means of the exercise of the option;
h) Make amendments to the Option Agreements to extend, case by case or in general, the deadline for the exercise of the options granted;
i) Analyze exceptional cases and make decisions about them;
j) Determine the dates when the options can be exercised; and
k) Unilaterally make amendments to the terms and conditions of the granted options with the exclusive purpose of adapting them to occasional requirements which arise from amendments to the applicable corporation law, provided that these amendments do not harm the Beneficiaries‘ rights.
Sole Paragraph. It shall be incumbent upon the Company‘s Board of Directors to solve doubts about the interpretation of the general rules set forth in this Plan, and should there be any conflict between the provisions of this Plan and those of the Option Agreement, the provisions of this Plan shall prevail.
Article 5. In the exercise of its assignments, the Board of Directors shall be subject to the limits imposed by law, by the Company‘s Bylaws, and by this Plan.
Article 6. The Option Agreements will be individually prepared for each Beneficiary, and the Board of Directors shall set forth different terms and conditions for each Option Agreement, without the need of applying any isonomy or analogy rule among the Beneficiaries, even if they find themselves in similar or identical situations.
Article 7. Observing the provision in Article 5, the decisions of the Board of Directors or of the Committee, as applicable, shall have a binding character for the Company and the Beneficiaries, of which no remedy shall apply, provided that these decisions do not conflict with the provisions of this Plan or of the applicable law.
Article 8. The Company will grant call option or subscription of common shares on the dates set forth by the Board of Directors, by means of the execution of an Option Agreement with each of the Beneficiaries, in which the conditions relating to the exercise of the option will be indicated.
Article 9. The Board of Directors or the Committee (as the case may be) shall impose terms and/or conditions precedent to the exercise of the option or, alternatively, authorize the immediate exercise of the options and impose restrictions to the transfer of the shares resulting from the exercise of the option, reserving for the Company call options of the same shares up to the end of the term and/or until the established conditions are fulfilled.
Article 10. The execution of the Option Agreement will imply the acceptance, by the Beneficiary, of all conditions of this Plan, and a copy of this Agreement shall be available at the Company‘s headquarters.
Article 11. Highly-qualified administrators, managers, and service providers of the Company or of its subsidiaries are eligible to participate in this Plan.
Article 12. Call options or subscription of common shares granted based on this Plan, as well as their exercise by the Beneficiaries, have no relation or bond with their remuneration or occasional participation in the Company‘s profit-sharing plan.
Article 13. The Board of Directors will select, at its exclusive discretion, among the people defined as eligible in Article 11 above, those who will participate in the Plan and will be entitled to the granting of options.
Article 14. No provision of the Plan will grant rights to the Beneficiaries relating to their permanence as administrator, employee or service provider of the Company or its subsidiaries, or will interfere by any means with the right of the Company or its subsidiaries, which shall – according to legal conditions and those set forth in labor or service agreement, as the case may be – terminate at any given time the job or service agreement with the Beneficiary.
Article 15. No provision of the Plan will grant to any Beneficiary rights relating to his/her permanence up to the end of his/her term of office as an administrator, or interfere by any means with the Company‘s right to dismiss him/her, nor will it grant him/her the right to be reelected for the position.
Article 16. The global initial amount of shares purpose of this Plan will be of up to 2,678,064 (two million, six hundred seventy-eight thousand, sixty-four) common shares issued by the Company.
Article 17. Without limiting the foregoing, the total number of common shares purpose of the granted options shall not exceed 2% (two percent) of the total shares issued by the Company, at any given time for the duration of this Plan.
Article 18. The limits of the common shares purpose of the Plan set forth above shall only be amended by a resolution of a General Meeting of the Company.
Article 19. The call options or subscription granted, pursuant to this Plan, shall be exercised, respectively, on treasury shares, provided that it is done so with the prior consent of the Brazilian Securities and Exchange Commission – CVM, or on new common shares issued by the Company.
Article 20. The shareholders will not have the preemptive right upon the granting or the subscription of shares at the time of the exercise of the granted options, under paragraph 3 of article 171 of Law 6.404/76, as of December 15, 1976.
Article 21. The common shares acquired by means of the exercise of the granted call option, pursuant to this Plan, shall have all rights and advantages inherent to the other common shares issued by the Company.
Article 22. Observing the limits set forth in articles 16 and 17, the Board of Directors shall set forth, at its exclusive discretion and pursuant to article 6, the number of shares purpose of the option granted to each Beneficiary.
Article 23. The call options or subscription of shares granted pursuant to this Plan shall not be disposed of, encumbered, or transferred, both direct and indirectly, by the Beneficiaries, except and exclusively – observed the paragraphs below – in the cases when: (i) the disposal or transfer is done to any corporation controlled by the Beneficiary (as provided by Paragraph One below), which shall be indicated in a written notice to the Company; or (ii) the Board of Directors expressly authorizes it, against a written petition from the Beneficiary to the Company.
Paragraph One – For the purpose of the provision in item (i) of the lead paragraph of this article, control means the full ownership – with no restriction in terms of the respective economic and political rights – of at least 70% (seventy percent) of the voting capital of said corporation.
Paragraph Two – The transfer mentioned in item (ii) of the lead paragraph of this article is prohibited if individuals or corporations which are competitors of the Company have a direct or indirect corporate interest in said corporation. For the purpose of this article, competitors of the Company are any entrepreneurship, society or activity which aims at the same market with identical or similar services and/or products, or which, by any means, both direct and indirectly, may harm the Company‘s relations with its customers and/or suppliers.
Article 24. The Beneficiaries shall exercise their option to acquire all or part of the shares purpose of the option granted to them, during the period set forth in the respective Option Agreement, observing the provisions of article 43 of this Plan.
Sole Paragraph. The portion of the option which is not exercised in the agreed terms and conditions will automatically be terminated, with no right to indemnification.
Article 25. In order to exercise the call option, the Beneficiary shall send a written notice to the Company, indicating the amount of common shares purpose of the option, always respecting the conditions set forth in the Option Agreement.
Article 26. The Board of Directors will then calculate the price for the issuance and/or purchase of shares, pursuant to the Option Agreement, as the case may be, and will take all necessary measures to allow for the subscription and/or acquisition of the shares purpose of the exercise.
Article 27. The price of the exercise of the options shall be equivalent to the average market value of the Company‘s common shares in the last 5 (five) sessions at the São Paulo Stock Exchange ("Bovespa") prior to the date of the execution of the Option Agreement, and the Board of Directors may, at its exclusive discretion, apply a discount on this price, as established in each specific case, observing the fact that this discount shall not be superior to 20% (twenty percent) of the average market price of the common shares of the Company, calculated according to the procedure described above.
Sole Paragraph. In spite of the provision of this Article 27, the price of the exercise of the call options or subscription purpose of the first granting pursuant to this Plan shall be equivalent to the issuance price of the Company‘s shares on the date of the beginning of the trading of the shares in the Novo Mercado segment of the Bovespa, and the Board of Directors may, at its exclusive discretion, apply a discount of up to 10% (ten percent) on this price.
Article 28. The exercise price included in the Option Agreement will be monetarily restated at the Broad Consumer Price Index ("IPCA") of the period between the date of the Option Agreement and the effective date of the subscription.
Article 29. The exercise price will be paid by the Beneficiaries in the manner and terms set forth by the Board of Directors or the Committee (as the case may be).
Sole Paragraph. Without limiting the provision of Article 23, while the exercise price is not paid integrally, the shares acquired with the exercise of the option pursuant to the Plan shall not be sold to third parties, except against prior authorization of the Board of Directors, in which case the product of the sale will be primarily allocated to the settlement of the Beneficiary‘s debt with the Company.
Article 31. The Call Option of common shares granted by means of an Option Agreement executed based on this Plan will be legally terminated:
(a) By the full exercise of the option by the Beneficiary;
(b) By the end of the term set forth in the Option Agreement for the exercise;
(c) By the resignation of the Beneficiary or termination of his/her relationship with the Company, pursuant to this Plan;
(d) The termination of the Option Agreement, in the cases set forth in it; and
(e) In the cases described in Articles 32 to 36, and 42 of this Plan;
Article 32. The Beneficiary‘s resignation, at his/her own discretion, automatically implies in the waiver and loss by the Beneficiary of all rights granted to him/her by this Plan and by the Option Agreement(s) he/she has executed, with regard to the options not yet exercisable by the Beneficiary, and those which are exercisable and not yet exercised by the Beneficiary up to the date of his/her resignation.
Article 33. The dismissal of the Beneficiary by the Company with a cause automatically implies in the loss by the Beneficiary of all rights granted to him/her by this Plan and by the Option Agreement(s) he/she has executed, with regard to the exercisable and non- exercisable options.
Article 34. The dismissal of the Beneficiary by the company without a cause implies in the maintenance of the Beneficiary‘s right to exercise the options exercisable within a non-extendable period of 30 (thirty) days as of the date of his/her dismissal. The options which are not yet exercisable will automatically and legally be terminated.
Article 35. The Beneficiary who is dismissed of his/her position as administrator of the Company, due to an act, fact or omission which contravenes, at the Company‘s Board of Directors‘ discretion, any legal disposition, especially, but not restricted to, articles 153 to 157 of Law 6.404/76, as of December 15, 1976, will lose all the rights relating to this Plan and to any Option Agreement, including exercisable and non-exercisable options.
Article 36. For the purpose of this Plan, resignation means any act or fact which brings to an end the relationship or legal relationship of the Beneficiary with the Company, which qualified him/her as such for his/her eligibility as Beneficiary of this Plan, including, but not restricted to, the cases of dismissal, substitution, resignation, or end of term of office as administrator without reelection, termination of contract of employment or of service providing.
Article 37. In the event of the decease of the Beneficiary, all options not yet exercisable will become exercisable beforehand, and the options will be extended to the Beneficiary‘s heirs, successors, or legatees.
Sole Paragraph. As of the date of the decease of the Beneficiary, the heirs, successors or legatees of the Beneficiary will have 6 (six) months to exercise the options which had already been granted to the Beneficiary before his/her decease, including those which are already exercisable at the time of his/her decease and which have not been exercised up to the date of the decease.
Article 38. In case the Beneficiary becomes permanently disabled, disabled, or even if he/she retires, the exercisable options will remain valid and effective, and shall be exercised under the same terms and conditions of the Options Agreement. The Board of Directors will decide whether the grace periods set forth in the Option Agreement(s) will be advanced or not with regard to the options not yet exercisable by the respective Beneficiary.
Article 39. In the cases described in articles 37 and 38, the shares acquired due to the exercise of the option may be sold by the Beneficiary or his/her heirs, successors or legatees, and the terms and conditions occasionally imposed in accordance with the provision of Article 9 above will be deemed as met by the Company. The price to be paid by these shares will be that defined in Chapter VIII above.
Article 40. No Beneficiary will have any of the Company‘s shareholders‘ rights and privileges until the options are effectively exercised, except for the provision of Article 41 below. No share will be delivered to the holder as a result of the exercise of the option unless all legal and regulatory requirements have been integrally met.
Article 41. Should the number, species and/or class of the shares existing on the date of the approval of this Plan by the Company‘s General Meeting be altered as a result of dividends in Shares, or any form of recapitalization or stock split, bonus, reverse stock split, or conversion of shares of one class or species into another, or even the conversion of other securities into shares, it shall then be incumbent upon the Board of Directors to state in written form, to each Beneficiary, the adjustment corresponding to the number, species, and class of shares purpose of each option in force and its respective price of acquisition/subscription, it being understood that the total price of subscription of the options not yet exercised shall not be altered.
Sole Paragraph. The value of the dividends and interest on own capital paid by the Company as of the date of the granting and up to the date of the exercise of the option will be deducted from the price of the exercise of the Options.
Article 42. Should the legal provisions affecting common shares be amended, the Board of Directors shall examine these provisions and make, as the case may be, the necessary amendments to this Plan, warning the Beneficiary of exercisable and non-exercisable options of the respective amendments and their repercussions.
Article 43. This Plan will be effective as of this date and shall be terminated, at any time, by a General Meeting decision.
Sole Paragraph. The end of the term of effectiveness will not affect the effectiveness of the options still in force granted based on it.
Article 44. In the case of winding-up or liquidation of the Company, the Beneficiaries shall exercise the exercisable options, in the period between the date of the call notice of the Shareholders General Meeting the purpose of which is to resolve on the winding-up or liquidation of the Company up to the date the Meeting is held. Otherwise, the exercisable and non-exercisable options will be terminated, as well as this Plan and the respective Option Agreements.
Article 45. In the case of (i) merger, spin-off or reorganization of the Company, in which the Company is not the remaining company, or (ii) sale of all or most of the assets of the Company, this granting of call options will remain in force, pursuant to this Plan, and the Board of Directors and the companies involved in these operations shall, at their own discretion, resolve on occasional amendments to the Plan and the effective Option Agreements, necessary to the protection of the legitimate interests of the Beneficiaries, such as (i) replacement of the shares purpose of this call option for shares of the corporation succeeding the Company; (ii) advancement of the acquisition of the right to the exercise of the call option, so as to ensure the inclusion of the corresponding shares in the operation in question; and/or (iii) the payment in cash of the amount which the Beneficiary would be entitled to pursuant to this Plan, especially the amount relating to the difference between the price the Beneficiary would pay for these shares and the value attributed to the share in the operations mentioned in this Article.
Article 46. Any significant legal amendment concerning the regulation of joint-stock companies and/or the fiscal effects of a call option plan shall lead to the integral revision of the Plan.
Article 47. No revision of or amendment to the Plan, or any Program or subscription agreement shall adversely affect or harm any rights of the option holder, without his/her written consent, including, but not limited to, his/her rights as a shareholder, after the duly exercise of the option.
Article 48. All options granted according to this Plan are subject to all terms and conditions set forth herein, terms and conditions which will be applicable, as the case may be, to any program or contract or agreement mentioned in this document.
Article 49. The practice of acts in disagreement with the provision of Article 23 paragraph two of this Plan constitutes gross negligence by the Beneficiary.