CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. CNPJ nº / NIRE Minutes of the Shareholders Extraordinary Meeting

Transcription

1 CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. CNPJ nº / NIRE Minutes of the Shareholders Extraordinary Meeting held on September 1 st, 2014 Date, Time and Place: In September 1 st, 2014, at 3 p.m., in the Company s headquarters in the City of Santo André, State of São Paulo, at Rua das Figueiras, 501, 8 th Floor, ZIP Code Call Notice and Attendance: Call Notice published, in first call, in the newspaper Diário Oficial da União on August 15 th, 16 th, and 19 th, 2014, and in the newspaper Valor Econômico, on August 15 th, 18 th, and 19 th, Board: President - Luiz Eduardo Falco Pires Correa; Secretary - Elton Flávio Silva de Oliveira. Attendance: Presence of shareholders representing 77,16% (seventy seven point sixteen percent) of the Company s capital stock, according to the signatures stated in the Company s Book of Presence of Shareholders. Agenda: (i) (ii) to approve the amendment of the Company s third stock option plan ( Third Plan ) related to: (a) the quantitative limit of shares available for the exercise of the Company s stock option plan ( Stock Option ); (b) the vesting period, and (c) the Stock Option s exercise price. to approve the amendment of the Company s fourth stock option plan ( Fourth Plan ), related to: (a) the quantitative limit of shares available for the exercise of the Company s Stock Options; and (b) the Stock Option s exercise price. Documents Filed: The documents related to the Agenda were received, authenticated and numbered and shall be kept in file in the Company Headquarters. Copies of the abovementioned documents were given to the shareholders that have requested it. Outcomes of deliberations: After examining and discussing the matters on the Agenda, the shareholders have deliberated: (i) approve, by the majority of the votes of the attending shareholders, the amendment of the Third Plan related to (a) the quantitative limit of shares available for the exercise of the Stock Option, which becomes up to (seven million, four hundred and three thousand and four hundred) of the Company s shares, (b) the Stock Option s vesting period, which becomes up to four (4) years instead of five (5) years, as well as the cancellation of an early vesting, in case of a partial or total sale, implemented by means of a single transaction or a series of transactions, of the Company shares owned by the controlling shareholder BTC Fundo de Investimento em Participações, and the change of the restriction period for the sell of shares ( lock up ) to nine (9) months starting on August 1 st, 2014; (c) the Stock Option s exercise price will be BRL 11,82 (eleven Brazilian reais and eighty two cents), with no

2 monetary adjustment until the fourth anniversary of grant date, which shall be levied by the Índice Nacional de Preços ao Consumidor Amplo ( IPCA ) counting from the fourth anniversary of grant date until the exercise date of the Stock Option. The new wording of the Third Plan is attached hereto as Annex I. Approve, in accordance with article 16, (xl) of the Company s Bylaws, that the Board of Directors shall deliberate, under the terms of the plan, on the individual grant of the stock option to the beneficiaries of the Third Plan, which are Mr. Luiz Eduardo Falco Pires Correa, CEO of the Company and Mr. Valter Patriani, Vice-President of Sales, Products and Marketing of the Company, on the same terms of the plan. (ii) approve, by the majority of the votes of the attending shareholders, the amendment of the Fourth Plan related to (a) the quantitative limit of shares available to the Company s Stock Option exercise, which becomes up to (one million, eight hundred and sixty thousand and three hundred) of the Company s issued shares, and (b) the Stock Option s exercise price, which shall become BRL 11,82 (eleven Brazilian reais and eighty two cents), with monetary adjustment, levied by Índice Nacional de Preços ao Consumidor Amplo ( IPCA ) from March 11 th, 2013 until the exercise date of the Stock Option, as set forth in item 9 of the Fourth Plan. The new wording of the Fourth Plan is attached hereto as Annex II. Approve, in accordance with article 16, (xl) of the Company s Bylaws, that the Board of Directors shall deliberate, under the terms of the plan, on the individual grant of the stock option to the beneficiaries of the Third Plan, which are the officers of the Company defined by the Board of Directors. Closing: No further subjects to discuss, and as no one of the presents had anything further to declare, the meeting was adjourned and the minutes were transcript, submitted, approved and signed by all attendants. At the reopening of the meeting, this minute was read, deemed acceptable and approved. Certificate: I certify this is a true counterpart of the original drawn up in the book of Minutes of the General Meetings of the Company. Santo André, September 1 st, Elton Flávio Silva de Oliveira Secretary of the Board 2

3 Schedule I THIRD STOCK OPTION PLAN (Approved by the Meeting of the Board of Directors held on August 1 st, 2014, and by the Shareholders Meeting of CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A.held on September 1 st, 2014) 1. DEFINITIONS: Agreement means the Agreement for the Granting of an Option and Other Covenants, to be executed by and between the Company and any Participant. Board of Directors means the Board of Directors of the Company. Company means CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. Grant Date is the date of granting of Options defined in each Agreement. Sale Event means the consummation of a sale, lease, transfer, transmission or other disposal for cash or non-cash consideration (in this case when the non-cash consideration is disposed for cash), in a transaction or in a series of connected transactions, of part or all shares of the Company held by BTC Fundo de Investimentos em Participações or all or substantially all assets of the Company or of the Company and its subsidiary, as a whole, to any person, other than to the Selling Shareholder. Option means the purchase option which grants to its holder the right to acquire one (1) Share issued by the Company, strictly pursuant to the terms and conditions provided in this Plan. Option Exercise Term means the documentation required by the Company in order to exercise an Option. Participants mean those employees deemed to be key-executives of the Company and which are appointed by the Board of Directors to receive Options. Plan means this Third Stock Option Plan. Selling Shareholder means BTC Fundo de Investimentos em Participações or an affiliate of BTC Fundo de Investimentos em Participações. Shares means the common shares of the Company. 3

4 Termination means any act or fact which puts an end to the legal relationship between the Option holder and the Company, excepting, however, Termination with Cause, in accordance with the labor legislation, death or permanent disability. Termination includes, inter alia, the events of voluntary termination of the Participant, request for resignation, quitting of the job, dismissal, replacement or non-reelection as an officer named in the By-laws without employment relationship and termination without cause of the employment agreement. Vesting means the period after which the Option becomes exercisable. 2. PURPOSES OF THE PLAN The purpose of this Plan is the granting of options to purchase Shares issued by the Company to the Participants. The purpose of the Plan is to attract, encourage and retain keyexecutives in the long term, in order to assure that a relevant portion of the worth of such executives is linked to the generation of value for the Company and its shareholders. 3. MANAGEMENT OF THE PLAN This Plan shall be managed by the Board of Directors, which shall have broad powers to manage and interpret it, and including, inter alia, the powers necessary to: (a) decide on any and all measures relevant to the management of this Plan, and interpret and apply the general rules provided herein; (b) select, among the persons eligible to take part in this Plan, those who will participate therein, being entitled, at any time, to add new participants or to grant new Options to Participants, with observance of the maximum limit provided in Section 6; (c) resolve to cause the Company to acquire treasury shares as necessary for the performance of the provisions of this Plan; (d) approve any Agreement to be executed by and between the Company and each of the Participants; (e) modify the time limits for the exercise of the Options of the Shares resulting from the exercise of the Options and the other terms and conditions of the Agreement to the extent that the Participants rights arising out of or in connection with this Plan are not prejudiced, excluding from such limitation any possible modifications which may 4

5 be carried out by the Board of Directors as a consequence of modifications implemented by pertinent legislation; (f) define the exercise price for the options to be paid by the Participants, according to the criteria set forth on article 8. (g) review exceptional cases arising out of or in connection with this Plan; and (h) resolve doubts regarding the interpretation of the general rules provided in this Plan. 4. PARTICIPANTS OF THE PLAN AND DISTRIBUTION OF THE OPTIONS The employees deemed to be key-executives of the Company are eligible to join this Plan. The Board of Directors shall appoint, among the eligible persons, the Participants (those to which Options will be offered), and shall approve the distribution of the Options among the Participants. The grant of Options subject to the Option Plan shall be personal to the Participants, and the Options shall not be pledged, assigned or transferred to third parties, except in the event of death or permanent disability as expressly provided in Section 10 of this Plan. 5. OPTION AGREEMENT The Board of Directors shall set forth the terms and conditions of each Option in the Agreement to be executed by and between the Company and each Participant. Each Agreement shall comply with the terms and conditions of this Plan. 6. QUANTITATIVE LIMIT The maximum number of Shares available for Options under the Plan shall be limited to Shares, which will represent 5,20% (five comma twenty per cent)) of the fully diluted capital of the Company. The dilution includes the percentage represented by the number of Shares which underlie the Options, considering all Options available to be granted under the Plan and the options granted under the first and second stock option plan of the Company, as well as all other Shares issued by the Company, excluding treasury Shares. Upon the exercise of the Option, the Board of Directors shall define whether the share capital of the Company should be increased upon the issuance of new Shares to be subscribed by the Participants, according to article 166, item III, of Law No /76, or if Shares held in treasury will be used for the settlement of the exercise of the Options, with 5

6 observance of the applicable regulation. The shareholders of the Company, pursuant to article 171, 3, of Law No /76, shall not have preemption rights in the granting, vesting or exercise of the Options granted under the Plan. 7. EXERCISE PRICE The exercise price of the Options to be paid by the Participants ( Exercise Price ) will be expressed in each Agreement and shall be BRL 11,82 (eleven reais and eighty two cents) per share. From the Options Grant Date until the Fourth anniversary of Grant Date, as set forth in section 11 below (Vesting),there will not be any kind of adjustments in relation to the Price of the Option Exercise. After the Fourth anniversary of Grant Date, monetary readjustment shall be levied as a result of the IPCA, starting from the date of the Fourth anniversary of Grant Date until the effective exercise date. Additionally, it shall be deduced from the Price of the Option Exercise the price per share to be paid as dividend or interest on equity own capital, starting from the moment the Company s Shares is traded ex dividendo followed by a Shareholders Meeting or a Board of Directors meeting which shall approve, as applicable, the referred distribution. The Exercise Price (and, if necessary, the number and kind of granted Options and number and kind of Shares available for Options) shall be adjusted in a manner determined appropriate by the Board of Directors by reason of (i) any stock dividend, extraordinary share dividend, or other similar modification in the capital structure of the Company; (ii) any stock split, reverse stock split or other similar transaction involving the Shares; or (iii) any corporate reorganization, recapitalization, merger, consolidation, exchange of Shares, spinoff, liquidation or dissolution involving the Company, provided that such adjustment shall not represent a relative increase in the Exercise Price. 8. OPTION EXERCISE The Options may be exercised by the Participant during a term of ten (10) years counted as of the relevant Grant Date, subject to the vesting schedule provided in Section 11. The exercise of each Option shall be made upon the delivery of the required Option Exercise Term duly filled-in and signed by the Participant. With observance of the Policy of Negotiation with Securities Issued by the Company, the Investor Relations Officer may establish, at any time, restrictions on the exercise of the Options on dates prior to the disclosure of relevant facts by the Company, including, without limitation, dates prior to the closing of the fiscal year and the publication of financial statements of the Company, dates between decisions of capital increase, dividend 6

7 distribution, bonus Share or splitting of Shares and the publication of the respective call notices or announcements and other dates on which the suspension of the exercise of the Options is advisable. Options not exercised within the exercise term shall be automatically extinguished by operation of law, regardless of previous notice or indemnification. The Company shall have a term of thirty (30) days, counted as of the receipt of the Option Exercise Term, to carry out the transfer or issuance of the Shares to the Participant, upon the execution of the competent subscription bulletin or share transfer order, as the case may be, and the receipt of the Exercise Price, pursuant to Section PAYMENT CONDITIONS The payment of the Exercise Price shall be made (i) at sight (i.e., in full at the time of exercise), in cash, at the time of exercise of the Options; or (ii) in case of exercise of the Options for purposes of exercising of the Drag Along right by the Selling Shareholder, in accordance with Section 18 below, the payment shall be made on the same dates of the schedule of receipt of the proceeds of the sale carried out by the Selling Shareholder. 10. OPTIONS DISPOSAL RESTRICTIONS With due regard of the established under Section 15, the Options shall not be disposed, transferred or pledged. 11. VESTING Subject to the continuity of the employment relationship of the employee with the Company until the applicable vesting date, the Options shall vest following the parameters of the schedule below (or at such other period or subject to such other conditions as it may be determined by the Board of Directors at its discretion), except the Options which will be deemed vested from the fourth anniversary of the Grant Date which, despite the mentioned lapse of time, will be subjected, when applicable, to the procedure set forth in Section 11.1 below. Date of Vesting Percentage Vested First anniversary of Grant Date 25% Second anniversary of Grant Date 25% Third anniversary of Grant Date 25% Fourth anniversary of Grant Date 25% 7

8 Furthermore, each Agreement shall set forth a lock-up ( Lock-Up ) for the sale of Shares obtained by the exercise of Options ( Acquired Shares ) by a Participant. Such Lock-Up shall prevent such Participant to sell any Acquired Shares during the term of one (9) months starting from August 1 st, The Company s Board of Directors shall meet within one (1) month starting as of the following day of the Fourth anniversary of Grant Date to resolve on, by majority of votes, and at its own discretion, whether Mr. Luiz Eduardo Falco Pires Correa and Mr. Valter Patriani had had success in the implementation of the Company s succession plan, which consist in the obligation to appoint to the Company s Board of Directors names which, by the Board of Directors own discretion, be reasonable to integrate the Board of Officers as Chief Executive Officer and Sales & Product Vice President. In case the Board of Directors decide that the referred executives were not successful in the implementation of the Company s succession plan, the Fourth anniversary of Grant Date vesting Options will be immediately cancelled. 12. NON BINDING COMMITMENT This Plan constitutes a transaction without consideration under civil laws and does not create any obligation of a labor or social security nature between the Company and the Participants. 13. NO INTERFERENCE IN THE EMPLOYMENT RELATIONSHIP No provision of this Plan may be construed as creating rights to the employee Participants besides those inherent to the Options, the nature of which is exclusively civil, nor shall it grant rights to the Participants relative to the guarantee of permanence as an employee of the Company or interfere by any means in the Company s right, subject to the legal conditions and those of the employment agreement, to terminate at any time the relationship with the Participant. 14. TERMINATION In the event of Termination of the Participant, all Options which have not become vested prior to the date of Termination shall be immediately cancelled and all Options which are vested but which have not been exercised may be exercised by the Participants within up to ninety (90) days from the date of the Termination, at each Participant s exclusive discretion. In the event of Termination with Cause of the Participant, all Options which have not been exercised by the Participant shall be immediately cancelled. 8

9 15. DEATH OR PERMANENT DISABILITY In the event of death or permanent disability of the Participant, all Options which have not vested prior to the date of Termination shall be immediately cancelled and all Options which have become vested but have not been exercised may be exercised by the Participant or his heirs or successors, within one hundred and eighty (180) days counted as of the date of death or permanent disability, at his exclusive discretion. 16. DELIMITATION OF THE PARTICIPANT S RIGHTS No Participant shall have any of the rights and privileges of a Company s shareholder until the date of settlement of the exercise of the Options, with the transfer of the Shares to the Participants. 17. DIVIDENDS AND BONUSES The Shares purchased by the Participants upon exercise of the Options shall only be entitled to the dividends, interest on equity capital and other revenues (in full and in equal terms in relation to the other shareholders of the Company) declared by the Company beginning only after the date of physical settlement of the exercise of the Options and the transfer of the Shares to the Participant. 18. ADHESION TO THE SHAREHOLDERS AGREEMENT As a condition for the exercise of the Options, the Participant shall adhere to a shareholders agreement ( Shareholders Agreement ). The Shareholders Agreement shall contain the rules below and any other terms determined appropriate by the Company. Drag Along Rights. In the case of a Sale Event involving the private sale of a part or the totality of the share capital of the Company, the Selling Shareholder shall have the irrevocable and irretrievable right to negotiate the disposal to any interested third party which presents an offer for the acquisition of the proportionate part of the equity interests held by the Participants in the share capital of the Company, including those acquired by means of the exercise of the Options pursuant to this Plan, upon notice to the Participants restating the price and other conditions of such disposal. The mentioned sale shall be made under the same terms and conditions of the sale to be carried out by the Selling Shareholder, applying the same price per Share. 9

10 For the purposes above, the Participants irrevocably grant powers to the Selling Shareholder, in the name of the Participants, to negotiate any and all disposal to third parties involving one hundred percent (100%) of their respective equity interests in the share capital of the Company (on a pro rata basis as abovementioned), as well as the Options, either exercisable or not, granted to the Participants. Tag Along Rights. After the completion of the applicable Vesting Period, the Beneficiary shall have the right to sell, proportionally to the options held, the correspondent shares derived from the exercise of the options jointly with the other shareholders of the Company in a potential Sale Event. The mentioned tag along sale shall be made under the same terms and conditions of the sale to be carried out in connection with the Sale Event, the same price per Share and payment conditions being applied. Prohibition of Disposal and Transfer of the Options by the Participants. The Options, whether exercisable or not, are personal and non-transferrable, except in the event of succession arising out of the death or permanent disability of a Participant as provided in Section 15. In this case (death or permanent disability of a Participant), the Options shall be exercised by the heirs or successors, pursuant to the terms provided in this Plan. 19. DATE OF ADOPTION AND TERMINATION OF THE PLAN The Plan shall come into force on the date of its approval by the General Meeting of the Company and may be terminated, suspended or modified, at any time, by means of a proposal presented by the Board of Directors of the Company. 20. SUPPLEMENTARY PROVISIONS The Board of Directors, in the interest of the Company and of its shareholders, may review the conditions of the Plan, provided that it does not change the respective basic principles, in particular the maximum limits for the issuance of Shares of the Plan, as approved by the General Meeting. The General Meeting may further approve a new stock option plan for the Company in order to allow for the issuance of new shares exceeding the maximum limits for the issuance of Shares under this Plan (which shall not represent any adjustment to the Exercise Price or the number of Options received by the Participants under this Plan), or adjust the maximum limits for the issuance of Shares under this Plan. The Board of Directors may also provide specific treatment for special cases and situations during the effectiveness of the Plan, provided that the rights already granted to the Participants and the basic principles of the Plan are not affected. Such specific treatment shall not constitute a claimable precedent by other Participants. 10

11 Any significant legal modification regarding the regulation of joint-stock companies and/or the tax effects of a stock purchase option plan may lead to its partial or full review, or even its suspension or extinction, at the discretion of the Board of Directors. Omissions shall be regulated by the Board of Directors. 11

12 Schedule II FOURTH STOCK OPTION PLAN (Approved by the Meeting of the Board of Directors held on August 1 st, 2014 and by the Shareholders Meeting of CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. held on September 1 st, 2014) 1. DEFINITIONS: Agreement means the Agreement for the Granting of an Option and Other Covenants, to be executed by and between the Company and the Participant. Board of Directors means the Board of Directors of the Company. Company means CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. Change of Control means the transference of the equity stake of 50% plus one share of the outstanding capital stock of the Company to any investor other than BTC Fundo de Investimentos em Participações or its affiliates. Grant Date is the date of granting of Options defined in each of the individual contracts to be executed with each Participant. "IPO" means an initial public offering of shares issued by the Company. Sale Event means the consummation of a sale, lease, transfer, transmission or other disposal for cash or non-cash consideration other than an IPO (in this case when the noncash consideration is disposed for cash), in a transaction or in a series of connected transactions, of part or all shares of the Company held by BTC Fundo de Investimentos em Participações or all or substantially all assets of the Company or of the Company and its subsidiary, as a whole, to any person, other than to BTC Fundo de Investimentos em Participações or an affiliate of BTC Fundo de Investimentos em Participações. Option means the purchase option which grants to its holder the right to acquire one (1) Share issued by the Company, strictly pursuant to the terms and conditions provided in this Plan. Option Exercise Term means the documentation required by the Company in order to exercise an Option. 12

13 Participants mean those employees deemed to be key-executives of the Company and which are appointed by the Board of Directors to receive Options. Plan means this Fourth Stock Option Plan. Selling Shareholder means BTC Fundo de Investimentos em Participações or an affiliate of BTC Fundo de Investimentos em Participações. Shares means the common shares of the Company. Termination means any act or fact which puts an end to the legal relationship between the Option holder and the Company, excepting, however, Termination with Cause, in accordance with the labor legislation, death or permanent disability. Termination includes, inter alia, the events of voluntary termination of the Participant, request for resignation, quitting of the job, dismissal, replacement or non-reelection as an officer named in the By-laws without employment relationship and termination without cause of the employment agreement. Vesting means the period after which the Option becomes exercisable. 2. PURPOSES OF THE PLAN The purpose of this Plan is the granting of options to purchase Shares issued by the Company to the Participants. The purpose of the Plan is to attract, encourage and retain keyexecutives in the long term, in order to assure that a relevant portion of the worth of such executives is linked to the generation of value for the Company and its shareholders. 3. OPTION Each Option grants to its holder the right to the purchase of one (1) Share issued by the Company, strictly pursuant to the terms and conditions provided in this Plan. 4. MANAGEMENT OF THE PLAN This Plan shall be managed by the Board of Directors of the Company, which shall have broad powers to manage and interpret it, and including, inter alia, the powers necessary to: (a) decide on any and all measures relevant to the management of this Plan, and interpret and apply the general rules provided herein; 13

14 (b) select, among the persons eligible to take part in this Plan, those who will participate therein, being entitled, at any time, to add new participants or to grant new Options to Participants, with observance of the maximum limit provided in item 7; (c) resolve to cause the Company to acquire treasury shares as necessary for the performance of the provisions of this Plan; (d) approve the Agreement to be executed by and between the Company and each of the Participants; (e) modify the time limits for the exercise of the Options and the restrictions for sale of the Shares resulting from the exercise of the Options and the other terms and conditions of the Agreement to the extent that the Participants rights arising out of or in connection with this Plan are not prejudiced, excluding from such limitation any possible modifications which may be carried out by the Board of Directors as a consequence of modifications implemented by pertinent legislation; (f) define the exercise price for the options to be paid by the participants, according to the criteria set forth on article 8; (g) review exceptional cases arising out of or in connection with this Plan; and (h) resolve doubts regarding the interpretation of the general rules provided in this Plan. 5. PARTICIPANTS OF THE PLAN AND DISTRIBUTION OF THE OPTIONS The employees deemed to be key-executives of the Company are eligible to join this Plan. The Board of Directors shall appoint, among the eligible persons, the Participants (those to which Options will be offered), and shall approve the distribution of the Options among the Participants. The grant of Options subject to the Option Plan shall be personal to the Participants, and the Options shall not be pledged, assigned or transferred to third parties, except in the event of death or permanent disability as expressly provided in Section 11 of this Plan. 14

15 6. OPTION AGREEMENT The Board of Directors shall set forth the terms and conditions of each Option in the Agreement to be executed by and between the Company and each Participant. Each Agreement shall comply with the terms and conditions of this Plan. 7. QUANTITATIVE LIMIT The maximum number of Shares available for Options under the Plan shall be limited to Shares, which will represent 1,31% (one comma thirty one per cent) of the fully diluted capital of the Company. The dilution includes the percentage represented by the number of Shares which underlie the Options, considering all Options available to be granted under the Plan and the options granted under the first, the second and the third stock option plan of the Company, as well as all other Shares issued by the Company, excluding treasury Shares. Upon the exercise of the Option, the Board of Directors shall define whether the share capital of the Company should be increased upon the issuance of new Shares to be subscribed by the participants, according to article 166, item III, of Law No /76, or if Shares held in treasury will be used for the settlement of the exercise of the Options, with observance of the applicable regulation. The shareholders of the Company, pursuant to article 171, 3, of Law No /76, shall not have preemption rights in the granting, vesting or exercise of the Options granted under the Plan. 8. EXERCISE PRICE The exercise price of the Options to be paid by the Participants ( Exercise Price ), which will be expressed in the individual contracts to be executed with each Participant, shall be BRL 11,82 (eleven reais and eighty two cents) per Share, adjusted based on the variation of the Índice Nacional de Preços ao Consumidor Amplo - IPCA index, from the March 11, 2013 until the date of exercise of the Options in accordance with the rules of the Plan. The Exercise Price (and, if necessary, the number and kind of granted Options and number and kind of Shares available for Options) shall be adjusted in a manner determined appropriate by the Board by reason of (i) any stock dividend, extraordinary dividend, or other similar modification in the capital structure of the Company; (ii) any stock split, reverse stock split or other similar transaction involving the Shares; or (iii) any corporate reorganization, recapitalization, merger, consolidation, exchange of Shares, spin-off, liquidation or 15

16 dissolution involving the Company, provided that such adjustment shall not represent a relative increase in the Exercise Price. 9. OPTION EXERCISE The Options may be exercised by the Participant during a term of ten (10) years counted as of the relevant Grant Date, subject to the vesting schedule provided in Section 12. The exercise of each Option shall be made upon the delivery of the required Option Exercise Term duly filled-in and signed by the Participant. With observance of the Policy of Negotiation with Securities Issued by the Company, the Investor Relations Officer may establish, at any time, restrictions on the exercise of the Options on dates prior to the disclosure of relevant facts by the Company, including, without limitation, dates prior to the closing of the fiscal year and the publication of financial statements of the Company, dates between decisions of capital increase, dividend distribution, bonus Share or splitting of Shares and the publication of the respective call notices or announcements and other dates on which the suspension of the exercise of the Options is advisable. Options not exercised within the exercise term shall be automatically extinguished by operation of law, regardless of previous notice or indemnification. The Company shall have a term of thirty (30) days, counted as of the receipt of the Option Exercise Term, to carry out the transfer or issuance of the Shares to the Participant, upon the execution of the competent subscription bulletin or share transfer order, as the case may be, and the receipt of the Exercise Price, pursuant to Section PAYMENT CONDITIONS The payment of the Exercise Price shall be made (i) at sight (i.e., in full at the time of exercise), in cash, at the time of exercise of the Options; or (ii) in case of exercise of the Options for purposes of exercising the Drag Along right by the Selling Shareholder, in accordance with Section 19 below, the payment shall be made on the same dates of the schedule of receipt of the proceeds of the sale carried out by the Selling Shareholder. 11. OPTIONS DISPOSAL RESTRICTIONS With due regard of the established under Section 16, the Options shall not be disposed, transferred or pledged. 16

17 12. VESTING AND LOCK-UP Subject to the continuity of the employment relationship of the employee with the Company until the applicable vesting date, the Options shall become vested during a period of five years, following the schedule below: Date of Vesting Percentage Vested First anniversary of Grant Date 0% Second anniversary of Grant Date 40% Third anniversary of Grant Date 20% Fourth anniversary of Grant Date 20% Fifth anniversary of Grant Date 20% Upon the vesting of the first 40% of the Options on the second anniversary of Grant Date, the Participant may only sell up to 20% of the Shares resulting from the exercise of such Options, during the term of one (1) year from such vesting. In relation to the Options vested on the third, fourth and fifth anniversary of Grant Date, the Participant shall not, during the term of one (1) year from each vesting date, sell any of the Shares resulting from the exercise of such Options. Nevertheless, in case of a Sale Event with a Change of Control of the Company, the Participant will have the right to vest all options upon the completion of each anniversary of Grant Date as described above if the Participant continues to be employed by the Company or if the Participant is dismissed without cause by the Company, provided further that this shall not be applicable to (a) those who become Participants after the closing date of the Sale Event and (b) the Participant who quits its job position or is dismissed with cause by the Company. 13. NON BINDING COMMITMENT This Plan constitutes a transaction without consideration under civil laws and does not create any obligation of a labor or social security nature between the Company and the Participants. 14. NO INTERFERENCE IN THE EMPLOYMENT RELATIONSHIP No provision of this Plan may be construed as creating rights to the employee Participants besides those inherent to the Options, the nature of which is exclusively civil, nor shall it grant rights to the Participants relative to the guarantee of permanence as an employee of 17

18 the Company or interfere by any means in the Company s right, subject to the legal conditions and those of the employment agreement, to terminate at any time the relationship with the Participant. 15. TERMINATION Except otherwise described in the Plan, in the event of Termination of the Participant, all Options which have not become vested prior to the date of Termination shall be immediately cancelled and all Options which are vested but which have not been exercised may be exercised by the Participants within up to ninety (90) days from the date of the Termination, at each Participant s exclusive discretion. In the event of Termination with Cause of the Participant, all Options which have not been exercised by the Participant shall be immediately cancelled. 16. DEATH OR PERMANENT DISABILITY In the event of death or permanent disability of the Participant, all Options which have not vested prior to the date of Termination shall be immediately cancelled and all Options which have become vested but have not been exercised may be exercised by the Participant or his heirs or successors, within one hundred and eighty (180) days counted as of the date of death or permanent disability, at his exclusive discretion. 17. DELIMITATION OF THE PARTICIPANT S RIGHTS No Participant shall have any of the rights and privileges of a Company s shareholder until the date of settlement of the exercise of the Options, with the transfer of the Shares to the Participants. 18. DIVIDENDS AND BONUSES The Shares purchased by the Participants upon exercise of the Options shall only be entitled to the dividends, interest on equity capital and other revenues (in full and in equal terms in relation to the other shareholders of the Company) declared by the Company beginning only after the date of physical settlement of the exercise of the Options and the transfer of the Shares to the Participant. 18

19 19. ADHESION TO THE SHAREHOLDERS AGREEMENT As a condition for the exercise of the Options, the Participant shall adhere to a shareholders agreement ( Shareholders Agreement ). The Shareholders Agreement shall contain the rules below and any other terms determined appropriate by the Company. Drag Along Rights. In the case of a Sale Event involving the private sale of a part or the totality of the share capital of the Company, the Selling Shareholder shall have the irrevocable and irretrievable right to negotiate the disposal to any interested third party which presents an offer for the acquisition of the proportionate part of the equity interests held by the Participants in the share capital of the Company, including those acquired by means of the exercise of the Options pursuant to this Plan, upon notice to the Participants restating the price and other conditions of such disposal. The mentioned sale shall be made under the same terms and conditions of the sale to be carried out by the Selling Shareholder, applying the same price per Share. For the purposes above, the Participants irrevocably grant powers to the Selling Shareholder, in the name of the Participants, to negotiate any and all disposal to third parties involving one hundred percent (100%) of their respective equity interests in the share capital of the Company (on a pro rata basis as abovementioned), as well as the Options, either exercisable or not, granted to the Participants. Tag Along Rights. After the completion of the applicable Vesting Period, the Beneficiary shall have the right to sell, proportionally to the Options vested and held, the Shares resulting from the exercise of the Options jointly with the Selling Shareholders in a potential Sale Event involving Change of Control of the Company. The mentioned tag along sale shall be made under the same terms and conditions of the sale to be conducted in the Sale Event, the same price per Share and payment conditions will be applied. Prohibition of Disposal and Transfer of the Options by the Participants. The Options, whether exercisable or not, are personal and non-transferrable, except in the event of succession arising out of the death or permanent disability of a Participant as provided in Section 16. In this case (death or permanent disability of a Participant), the Options shall be exercised by the heirs or successors, pursuant to the terms provided in this Plan. 19

20 20. DATE OF ADOPTION AND TERMINATION OF THE PLAN The Plan shall come into force on the date of its approval by the General Meeting of the Company and may be terminated, suspended or modified, at any time, by means of a proposal presented by the Board of Directors of the Company. 21. SUPPLEMENTARY PROVISIONS The Board of Directors, in the interest of the Company and of its shareholders, may review the conditions of the Plan, provided that it does not change the respective basic principles, in particular the maximum limits for the issuance of Shares of the Plan, as approved by the General Meeting. The General Meeting may further approve a new stock option plan for the Company in order to allow for the issuance of new shares exceeding the maximum limits for the issuance of Shares under this Plan (which shall not represent any adjustment to the Exercise Price or the number of Options received by the Participants under this Plan), or adjust the maximum limits for the issuance of Shares under this Plan. The Board of Directors may also provide specific treatment for special cases and situations during the effectiveness of the Plan, provided that the rights already granted to the Participants and the basic principles of the Plan are not affected. Such specific treatment shall not constitute a claimable precedent by other Participants. Any significant legal modification regarding the regulation of joint-stock companies and/or the tax effects of a stock purchase option plan may lead to its partial or full review, or even its suspension or extinction, at the discretion of the Board of Directors. Omissions shall be regulated by the Board of Directors. 20