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
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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:
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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
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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.
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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
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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
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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.
***
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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.
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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;
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(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
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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
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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
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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):
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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.
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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
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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
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New Stock Option Plan of Plascar Participações Industriais S.A., as per the
Annual and Extraordinary General Meetings held on April 14, 2011
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Attachment II to the Minutes of the Annual and