Attachment II to the Minutes of the Annual and Extraordinary Meeting of Plascar Participações Industriais S.A., held on April 14, 2011 1. Draft approved for Plascar’s Stock Option Plan (“New Plan”): STOCK OPTION PLAN PLASCAR PARTICIPAÇÕES INDUSTRIAIS S.A. CORPORATE TAXPAYER’S ID 51.928.174/0001-50 Jundiaí, April 14, 2011 Text_SP 3661492v1 6748/9 1/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 Chapter I. 1.1. Objectives This Plan establishes the general conditions for granting the Company’s common shares (“Shares”) to its managers, pursuant to Chapter III below. 1.2. The main objectives of the Plan are as follows: (a) to stimulate the Company’s development through the creation of long-term incentives aimed at aligning the interests of its managers and shareholders; (b) to enable the Company to retain its executives, offering them, as an additional advantage and incentive, the opportunity to become shareholders of the Company, in the terms, conditions and forms established by this Plan; and (c) to promote the sound performance of the Company and the interests of its shareholders through the long-term commitment of its managers. Chapter II. 2.1. Plan’s Management The Plan will be managed by the Company’s Board of Directors (“Board of Directors"), which may delegate duties to any person or committee instituted with this purpose. 2.2. The resolutions of the Board of Directors will be taken in the terms of the Company’s by-laws, will be binding for the Beneficiaries (defined below) and may not be appealed, unless they are contrary to what is established in this Plan or in the applicable legislation. 2.2.1. Any resolution that is taken by the Board of Directors, without compliance with this Plan or the applicable legislation will be the entire responsibility of its members and will not bind the Company. 2.3. In the exercise of its duties, the Board of Directors will be subject to the limits and conditions established in this Plan and in the applicable legislation and should be in compliance with the guidelines of the Shareholders’ Meeting. 2.4. The Board of Directors will have full autonomy to manage and organize the Plan, having, among others, the necessary powers to: Text_SP 3661492v1 6748/9 2/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 take all the measures necessary for the Plan’s management, including regarding its interpretation (a) and application; (b) decide on the dates of granting of Shares, the number of Shares granted, as well as to whom the Shares will be granted among the persons eligible to participate in the Plan (“Beneficiaries”); decide on the issue of new Company’s shares, within the authorized capital limit, to meet what is (c) established in this Plan; approve adhesion agreements and possible addenda, pursuant to Chapter V below (“Adhesion (d) Agreements”); (e) change the terms and conditions of Adhesion Agreements provided that the rights of the Beneficiaries arising from or related to this Plan are not jeopardized, excluding from this limitation possible adaptations made by the Board of Directors as a result of changes implemented in the applicable legislation; 2.5. (f) analyze exceptional cases related to this Plan; and (g) change or extinguish this Plan, if it is in the Company's interest. No decision of the Board of Directors will be able to, except for the adjustments permitted by this Plan, (i) amend the provisions related to the eligibility of Beneficiaries to participate in the Plan; or (ii) without the consent of the owner, change or jeopardize any rights or obligations arising from any existing grant or agreement on any Share. Chapter III. Beneficiaries 3.1. The Company's managers are eligible to participate in this Plan. 3.2. The following officers are hereby indicated as the Plan's Beneficiaries: Name Position André Cambauva do Nascimento CEO Gordiano Pessoa Filho CFO and IRO José Donizeti da Silva Officer Text_SP 3661492v1 6748/9 3/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 3.3. The Board of Directors may not, under any circumstances, grant Beneficiaries rights that: (a) ensure their re-election or permanence at the Company’s management until the end of their term of office or prevent their removal from office at any time by the Company; or (b) ensure their permanence as employees of the Company or prevent the termination of their work relationship at any time by the Company. Chapter IV. 4.1. Shares Object of the Plan The Shares granted to the Beneficiaries in the scope of the Plan cannot exceed, during the Plan’s term, the maximum accumulated limit of six point five percent (6.5%) of the total shares of the Company’s subscribed and paid-in capital. 4.2. The limit established in item 4.1. can only be changed via resolution of the Company's Shareholders' Meeting. 4.3. The Shares granted in the scope of the Plan will originate, as resolved by the Board of Directors: (i) from the issue of new shares, within the Company's authorized capital limit; and/or (ii) shares held in treasury. 4.4. Pursuant to article 171, paragraph 3 of Law 6404/76, shareholders will not have preemptive rights to the subscription of the Shares acquired in the terms of this Plan. 4.5. The Shares granted in the scope of the Plan will maintain all the rights pertinent to the Company’s common shares. Chapter V. 5.1. Share Granting The granting of Shares to each Beneficiary will be made through the execution of the respective Adhesion Agreement between the Company and the respective Beneficiary, which will establish the specific terms and conditions and will establish, among others: (a) the number of Shares granted in the scope of the Plan; (b) the vesting periods and conditions for the acquisition of the right to the Shares; (c) rules for the transfer of Shares in case of succession of the Beneficiary. Text_SP 3661492v1 6748/9 4/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 5.2. The signature of the Adhesion Agreement will imply the acceptance, by the Beneficiary, of all the conditions of this Plan. Chapter VI. 6.1. Number and Transfer of Shares The Board of Directors will define the number of Shares to be granted in the scope of the Plan. In relation to the Beneficiaries indicated in item 3.1 above, the totals below are fixed: Executive Total number of shares to be granted André Cambauva do Nascimento 8,321,517 Gordiano Pessoa Filho 1,664,303 José Donizeti Silva 832,152 Total 6.2. 10,817,972 The Shares will only be transferred to the Beneficiary after the Vesting Term established in Chapter VII of this Plan is achieved and the other conditions in the Plan and in the Adhesion Agreement are met. 6.3. The transfer of Shares to the Beneficiary as a result of the granting of Shares will be duly recorded in the Company’s books. 6.4. The Beneficiary will not have any right as the Company’s shareholder (including the right to receive dividends) in relation to any Shares until the Vesting Term is achieved and the Shares are transferred to the Beneficiary. Chapter VII. 7.1. Vesting Term The granting of shares will be subject to a total vesting term ("Vesting Term”) of 5 years, as of the date on which the Beneficiary signs the Adhesion Agreement, in the following proportions: Vesting Term of the Shares Percentage of Shares to be transferred 1 anniversary of the Adhesion Agreement 20% of the total number of Shares object of the st 2 nd anniversary of the Adhesion Agreement rd 3 anniversary of the Adhesion Agreement grant 20% of the total number of Shares object of the grant 20% of the total number of Shares object of the Text_SP 3661492v1 6748/9 5/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 grant th 4 anniversary of the Adhesion Agreement 20% of the total number of Shares object of the grant th 5 anniversary of the Adhesion Agreement 20% of the total number of Shares object of the grant 7.2. After each interval of the Vesting Term indicated in item 7.1 above and pursuant to the other conditions established in the Plan and in the Adhesion Agreement, the Board of Directors will take all the measures for the Shares object of the grant to be transferred to the Beneficiary. Chapter VIII. 8.1. Beneficiary Termination For the purposes of this Plan, “Termination" refers to any act or fact, whether justified or not, that ends the relationship between the Beneficiary and the Company or its subsidiaries, comprising, among others, removal from office, replacement or non re-election as manager, termination of the employment contract and retirement. 8.1.1. The concept of “Termination” does not comprise the end of the relationship with the Company as a result of death and permanent disability. 8.2. In case of Termination of the Beneficiary before the end of the Vesting Term, he/she will lose, regardless of prior notice or indemnity, the rights arising from the grant conferred by the Plan and the Adhesion Agreement. Chapter IX. 9.1. Death or Permanent Disability of the Beneficiary In case of death or permanent disability of the Beneficiary, the Beneficiary or his/her successors (to whom the rights and obligations arising from the Option are transmitted), will have the right to receive Shares proportionally to the interval between the beginning of the respective acquisition period, as indicated in item 7.1 above and the date of death or disability, according to the case. Chapter X. 10.1. Dividends The Shares transferred to the Beneficiary after the end of the Vesting Term will give the Beneficiary the right to receive the respective dividends (or any other income). Chapter XI. Sale of Shares and Preemptive Rights Text_SP 3661492v1 6748/9 6/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 11.1. As of the moment in which the Shares are transferred by the Company to the Beneficiary pursuant to this Plan, the Beneficiary may trade them, provided that in compliance with the restrictions in the prevailing legislation and in the Company’s Disclosure Policy. Chapter XII. 12.1. General Provisions This Plan will enter into effect on the date it is approved and may be extinguished at any time by a decision of the Company’s Shareholders’ Meeting. The end of the Plan’s term will not affect the right of any of the parties over the already transferred Shares. 12.2. This Plan, as well as the Adhesion Agreements that are approved, will not prevent any corporate restructuring transaction involving the Company. The Board of Directors should determine and carry out applicable adjustments in the respective Adhesion Agreements to protect the interests of Beneficiaries. 12.3. If the number, type and/or class of the Company’s shares are changed as a result of splits, bonuses, reverse splits or conversions, the Board of Directors should inform the Beneficiaries in writing of the adjustment corresponding to the number, type and/or class of the shares and the respective acquisition or subscription price, according to the case. 12.4. No provision in this Plan will grant any Beneficiary rights regarding his/her term of office as manager of the Company or will somehow interfere with the Company’s right to remove the manager from office or to terminate the employment contract with the employee, according to the case, or will ensure any right in relation to his/her term of office, his/her re-election as manager or his/her job. 12.5. Any significant legal change regarding the regulation of corporations and/or the tax effects of a share purchase plan may lead to the full review of the Plan. 12.6. Withholding income tax and social security contributions arising from the participation of the Beneficiary in the Plan should be paid by the incumbent party, pursuant to the applicable legislation. Regarding income tax; however, the Company will make all the applicable payments and beneficiaries will reimburse it within two (2) years as of the respective payment date. 12.7. The Company’s Board of Directors will resolve any doubts regarding the interpretation of the general rules established in this Plan. *** Text_SP 3661492v1 6748/9 7/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 Text_SP 3661492v1 6748/9 8/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 ADHESION AGREEMENT TO THE STOCK OPTION PLAN OF PLASCAR PARTICIPAÇÕES INDUSTRIAIS S.A. (A) PLASCAR PARTICIPAÇÕES INDUSTRIAIS S.A., a corporation headquartered at Avenida Amélia Latorre, sala 6, Retiro, ZIP Code 13211-000, in the city of Jundiaí, São Paulo state, inscribed in the corporate roll of taxpayers (CNPJ/MF) under no. 51.928.174/0001-50, hereby represented in conformity with its by-laws (“Company”), and (B) [] [insert the Beneficiary’s name], [] [nationality], [] [marital status], [] profession, holder of the ID card no. [], issued by [], state [] and inscribed in the individual roll of taxpayers under no. [], resident and domiciled at [] [address], in the city of [], state [] (“Beneficiary” and, jointly with the Company, the “Parties”). WHEREAS the Company’s intention to encourage the permanence of its executives, offering them, as an additional advantage, the opportunity to become shareholders; WHEREAS the Beneficiary’s intention to become a shareholder of the Company, contributing to improving the corporate results of the Company and to increasing the value of its shares; WHEREAS the Extraordinary Shareholders’ Meeting held on [], approved the Company’s Stock Option Plan (“Plan”), which granted a certain number of the Company’s common shares to the Beneficiary; WHEREAS the grant of the Company’s shares to the Beneficiary, in the scope of the Plan, should be formalized through the adhesion agreement. The Parties resolve to enter into the present Adhesion Agreement to the Company's Stock Options Plan ("Adhesion Agreement"), in accordance with the terms and conditions established in the Plan. CLAUSE I. 1.1. SHARE GRANTING The Company hereby grants the Beneficiary the right to receive [●] common shares issued by it (“Shares”), subject to the Vesting Term (as defined in Clause 3.1 below) and other conditions of the Plan and this Adhesion Agreement. CLAUSE II. NUMBER AND TRANSFER OF SHARES 2.1. The Shares will only be transferred to the Beneficiary after the Vesting Term established in Clause III of this Adhesion Agreement is achieved and the other conditions in the Plan and in the Adhesion Agreement are met. 2.2. The transfer of Shares to the Beneficiary as a result of the granting of Shares will be duly recorded in the Company’s books. 2.3. The Beneficiary will not have any right as the Company’s shareholder (including the right to receive dividends) in relation to any Shares until the Vesting Term is achieved and the Shares are transferred to the Beneficiary. Text_SP 3661492v1 6748/9 9/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 CLAUSE III. VESTING TERM 3.1. The granting of shares is subject to a total vesting term ("Vesting Term”) of 5 years, as of the date on which the Beneficiary signs the Adhesion Agreement, in the following proportions: Vesting Term of the Shares Percentage of Shares to be transferred 1st anniversary of the Adhesion Agreement 20% of the total number of Shares object of the nd 2 anniversary of the Adhesion Agreement grant 3rd anniversary of the Adhesion Agreement 20% of the total number of Shares object of the grant 20% of the total number of Shares object of the grant 4th anniversary of the Adhesion Agreement 20% of the total number of Shares object of the grant 5th anniversary of the Adhesion Agreement 20% of the total number of Shares object of the grant Accordingly, as of the 1st anniversary of this Adhesion Agreement and subject to compliance with the other conditions in the Plan and in this Adhesion Agreement, the Beneficiary will have the right to receive 20% of the total number of Shares object of this Adhesion Agreement and so on and so forth. 3.2. After the Vesting Term in the proportions established in item 3.1 of this Adhesion Agreement and pursuant to the other conditions established in the Plan and in this Adhesion Agreement, the Company’s Board of Directors will take all the measures for the Shares object of the grant to be transferred to the Beneficiary within ten (10) working days. CLAUSE IV. NATURE OF THE PLAN 4.1. When joining the Plan, Beneficiaries recognize that: (a) the granting of Shares will not create any right that ensures their re-election or permanence at the Company’s management until the end of their term of office or prevents their removal from office at any time by the Company; or (b) the granting of Shares will not create the right to an additional statutory or employment relationship with the Company and will not interfere with the Company’s possibility of ending the relationship with the Beneficiary, at any moment, with or without cause; Text_SP 3661492v1 6748/9 10/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 (c) if Beneficiaries no longer maintain a statutory or employment relationship with the Company, the participation in the Plan will not be interpreted as a form of work contract or employment relationship with the Company; (d) The future value of the shares is unknown and cannot be estimated by the Company, who is not responsible for any variations. CLAUSE V. 5.1. BENEFICIARY TERMINATION For the purposes of this Plan, “Termination" refers to any act or fact, whether justified or not, that ends the relationship between the Beneficiary and the Company or its subsidiaries, comprising, among others, removal from office, replacement or non re-election as manager, termination of the employment contract and retirement. 5.1.1. The concept of “Termination” does not comprise the end of the relationship with the Company as a result of death and permanent disability. 5.2. In case of Termination of the Beneficiary before the end of the Vesting Term, in the conditions and proportions established in item 3.1 of this Adhesion Agreement, he/she will lose, regardless of prior notice or indemnity, the rights arising from the grant conferred by the Plan and this Adhesion Agreement. CLAUSE VI. DEATH OR PERMANENT DISABILITY OF THE BENEFICIARY 6.1. In case of death or permanent disability of the Beneficiary, the Beneficiary or his/her successors (to whom the rights and obligations arising from the Option are transmitted), according to the case, will have the right to receive Shares proportionally to the interval between the beginning of the respective acquisition period, as indicated in item 3.1 above and the date of death or disability, according to the case. Clause VII. 7.1. DIVIDENDS The Shares transferred to the Beneficiary after the end of the Vesting Term, according to the proportion in item 3.1 of this Adhesion Agreement, will give the Beneficiary the right to receive the respective dividends (or any other income). CLAUSE VIII. SALE OF THE SHARES Text_SP 3661492v1 6748/9 11/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 8.1. As of the moment in which the Shares are transferred by the Company to the Beneficiary pursuant to this Plan, the Beneficiary may trade them, provided that in compliance with the restrictions in the prevailing legislation and in the Company’s Disclosure Policy. CLAUSE IX. INCOME TAX AND SOCIAL SECURITY CONTRIBUTIONS 9.1. Withholding income tax and social security contributions arising from the participation of the Beneficiary in the Plan should be paid by the incumbent party, pursuant to the applicable legislation. Regarding income tax; however, the Company will make all the applicable payments and beneficiaries will reimburse it within two (2) years as of the respective payment date. CLAUSE X. 10.1. WAIVER The non-exercise, by any party, of any right arising from this Adhesion Agreement will not constitute a waiver of such right. If any of the provisions contained in this Adhesion Agreement is considered invalid, illegal or unenforceable, (a) the validity, legality or enforceability of the other provisions in this Agreement will not be hindered and (b) the Parties will negotiate in good faith the substitution of the invalid, illegal or unenforceable provisions by valid, legal and enforceable provisions whose effect is as close as possible to the effect of invalid, illegal or unenforceable provisions. CLAUSE XI. ADDENDUM 11.1. No change, amendment or addendum of any provision in this Adhesion Agreement will enter into effect, unless if in writing and signed by all the Parties. CLAUSE XIII. ASSIGNMENT 12.1. No party will be able to assign or transfer its rights or obligations arising from this Adhesion Agreement, without the prior written consent of the other Party. CLAUSE XIII. SUCCESSORS 13.1. This Adhesion Agreement is binding upon the Parties and their respective successors and assignees. CLAUSE XIV. SPECIFIC EXECUTION 14.1. The obligations contained in this Adhesion Agreement are assumed irrevocably, as an extrajudicial enforceable instrument pursuant to the civil procedural laws, obliging the Parties and their successors on Text_SP 3661492v1 6748/9 12/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 any account and at any time. The Parties establish that such obligations have specific execution, pursuant to article 639 and thereafter of the Code of Civil Procedure. CLAUSE XV. ARBITRATION 15.1. Any conflicts arising from this Adhesion Agreement that cannot be solved amicably within an nonextendable term of 30 days will be subject to arbitration in accordance with the rules of the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce (“Arbitration and Mediation Center”) in an arbitration procedure to be conducted by the Arbitration and Mediation Center, with this clause serving as an arbitration clause for the purposes of paragraph 1, article 4 of Law 9307/96. The management and the correct development of the arbitration procedure will be incumbent upon the Arbitration and Mediation Center. The arbitration award may be addressed to any court for execution. In case the procedural rules of the Arbitration and Mediation Center omit any procedural aspect, these rules will be supplemented by Law 9307/96. 15.2. The arbitration will be carried out in the city and state of São Paulo, Brazil, and will be conducted in Portuguese. Expenses related to any dispute submitted to arbitration in the terms of this Clause should be paid by the party that is defeated in the arbitration procedure, including court costs and the attorney's fees incurred by the winning party and, if partial relief is granted to the claim, the parties will equally pay for the expenses, except if determined otherwise by the arbitrators. . 15.3. The arbitration tribunal will comprise three arbitrators, one appointed by the Company, one by the Beneficiary and a third one appointed by the first two arbitrators. 15.4. If the Investors or the other Parties do not appoint any of the arbitrators envisaged in the previous award in up to 10 days as of the end of the term established in Clause 15.1 above, it will be incumbent upon the Chairman of the Arbitration and Mediation Center to appoint such arbitrator. Similarly, if the appointed arbitrators do not reach a consensus regarding the appointment of the third arbitrator in up to 10 days as of the date when the last of them was appointed, it will be incumbent upon the Chairman of the Arbitration and Mediation Center to appoint such arbitrator. 15.5. The Parties recognize that any arbitration order, decision or determination will be final and binding, with the final report constituting an extrajudicial enforceable instrument binding the Parties and their successors, who are obliged to comply with the arbitration award regardless of judicial execution. 15.6. Notwithstanding, each of the Parties reserves the right to resort to the Judiciary with the objective of (a) ensuring the institution of arbitration, (b) obtaining provisional remedies to protect rights before the institution of arbitration and any procedure in this sense will not be considered as an act of renunciation to Text_SP 3661492v1 6748/9 13/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 arbitration as the only mean to solve conflicts chosen by the Parties, and (c) execute any decision of the Arbitration Tribunal, including, but not limited to the arbitration report. If these measures are necessary, the Parties elect the jurisdiction of the Company’s headquarters. CLAUSE XVI. APPLICABLE LEGISLATION 16.1. This Adhesion Agreement will be governed and interpreted in accordance with the Brazilian laws. The Parties executed this agreement in two (2) counterparts of equal contents, in the presence of two (2) witnesses. [place], [date] ____________________________________________ Plascar Participações Industriais S.A. ____________________________________________ Beneficiary Witnesses 1. _____________________________ Name: Individual Taxpayer ID (CPF): 2. _____________________________ Name: Individual Taxpayer ID (CPF): Text_SP 3661492v1 6748/9 14/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 2. Main characteristics of the New Plan: a. Potential beneficiaries of the New Plan: (i) André Cambauva do Nascimento (CEO), (ii) Gordiano Pessoa Filho (CFO and IRO) and (iii) José Donizete da Silva (Officer). b. Maximum number of options to be granted: No purchase options will be granted. c. Maximum number of shares comprised by the New Plan: Ten million, eight hundred and seventeen thousand, nine hundred and seventy-two (10,817,972) Company’s shares. d. Conditions for the acquisition: The granting of shares will be subject to a total vesting term of 5 years, as of the date on which the Beneficiary signs the Adhesion Agreement, in the following proportions: Vesting Term of the Shares Percentage of Shares to be transferred 1st anniversary of the Adhesion Agreement 20% of the total number of Shares object of the nd 2 anniversary of the Adhesion Agreement grant 3rd anniversary of the Adhesion Agreement 20% of the total number of Shares object of the grant 20% of the total number of Shares object of the grant 4th anniversary of the Adhesion Agreement 20% of the total number of Shares object of the grant 5th anniversary of the Adhesion Agreement 20% of the total number of Shares object of the grant e. Detailed criteria to establish the exercise price: As it refers to stock options (rather than stock option purchase), there will be no exercise price. f. Criteria to establish the exercise term: There will be no exercise term. After each interval of the vesting term indicated in item (d) above and pursuant to the other conditions established in the New Plan, the Board of Directors will take all the measures for the Shares object of the grant to be transferred to the Beneficiary. Text_SP 3661492v1 6748/9 15/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 g. Option settlement: As it refers to stock options, the settlement will occur through the sale of shares by the beneficiary. h. Criteria and events that, when verified, will lead to the suspension, change or extinction of the New Plan: In case of Termination (as defined below) of the Beneficiary before the end of the Vesting Term, he/she will lose, regardless of prior notice or indemnity, the rights arising from the grant conferred by the New Plan. For the purposes of the New Plan, “Termination" refers to any act or fact, whether justified or not, that ends the relationship between the Beneficiary and the Company, comprising, among others, removal from office, replacement or non re-election as manager, termination of the employment contract and retirement. i. 3. Taxes and contributions: Withholding income tax and social security contributions arising from the participation of the Beneficiary in the New Plan should be paid by the incumbent party, pursuant to the applicable legislation. Regarding income tax; however, the Company will make all the applicable payments and beneficiaries will reimburse it within two (2) years as of the respective payment date. Justification for the institution of the New Plan: a. Main objectives of the New Plan: i. to stimulate the Company’s development through the creation of longterm incentives aimed at aligning the interests of its managers and shareholders; ii. to enable the Company to retain its executives, in an increasingly competitive market, offering them, as an additional advantage and incentive, the opportunity to become shareholders of the Company, in the terms, conditions and forms established by this Plan; and iii. to promote the sound performance of the Company and the interests of its shareholders through the long-term commitment of its managers. b. How the New Plan contributes to these objectives: The New Plan is divided into 5 periods, pursuant to item 5.2.2(d) above, so that the beneficiaries Text_SP 3661492v1 6748/9 16/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011 remain motivated to continuously increasing the Company’s value and their interests are aligned with those of the shareholders. c. How the plan fits the Company’s compensation policy: The New Plan follows the guidelines of the Company’s compensation policy, which is intended to reward the services provided by its professionals, maintaining them motivated to pursuing the Company’s development and aligned with the interests of the shareholders. d. How the plan aligns the interests of beneficiaries and the Company in the short, medium and long term: The New Plan aligns the short, medium and long term interests of beneficiaries and the Company in a homogeneous manner. The plan is subject to the vesting period described in item 5.2.2(d) above, so that beneficiaries remain motivated to seeking continuous increase in the Company's value. 4. Estimate of the Company’s expenses arising from the New Plan, in accordance with the accounting rules on this subject: Total shares: 10,817,972 Average price of the 20 last trading sessions: R$2.66 Social sec. cont. Total Effect in the result in the 2nd Quarter/2011 R$1,438,790.34 Effect in the result in 2011 (Apr to Dec) R$4,316,371.02 R$1,208,583.89 R$5,524,954.91 Effect in the result in 2012 R$5,755,161.36 R$1,611,445.18 R$7,366,606.55 Effect in the result in 2013 R$5,755,161.36 R$1,611,445.18 R$7,366,606.55 Effect in the result in 2014 R$5,755,161.36 R$1,611,445.18 R$7,366,606.55 Effect in the result in 2015 R$5,755,161.36 R$1,611,445.18 R$7,366,606.55 Effect in the result in 2016 R$1,438,790.34 R$402,861.30 R$1,841,651.64 Total R$28,775,806.82 R$8,057,225.91 R$36,833,032.73 **** Text_SP 3661492v1 6748/9 17/17 New Stock Option Plan of Plascar Participações Industriais S.A., as per the Annual and Extraordinary General Meetings held on April 14, 2011