STOCK OPTION PROGRAM FOR STRATEGY ACCELERATION

Transcription

1 STOCK OPTION PROGRAM FOR STRATEGY ACCELERATION This Stock Option Program for Strategy Acceleration ("Program") is governed by the provisions set forth below. 1. Concept 1.1. The Program consists of the not burdensome granting of options to purchase or subscribe to the Company s common shares, given to a select group of officers and employees chosen by the Board of Directors, as well as a select group of officers and employees of other domestic or foreign companies that are or may become directly or indirectly controlled by the Company, as part of the compensation By granting of share purchase or subscription options, the Participants may purchase the Company's common shares within a pre-established time period and price, provided that all the terms and conditions set forth in this Program are observed. 2. Definition of Terms 2.1. The following terms, when used herein with the first letter capitalized, shall have the meanings assigned to them below: "Shares" refers to the common shares that will be or have been issued by the Company for the Stock Option Program for Strategy Acceleration; "Committee" refers to the Company's Organizational Development and Personnel Committee (or any Committee that might replace it); "Company" refers to Natura Cosméticos S.A., a joint stock company headquartered at Avenida Alexandre Colares, 1188, Vila Jaguara, CEP , City of São Paulo, State of São Paulo, enrolled under CNPJ/MF [Corporate Taxpayer Registry] No / ; Board of Directors" refers to the Company s Board of Directors; "Option Agreement" refers to the private instrument to grant share purchase or subscription options, which must be entered into between the Company and Eligible Directors, through which each of them shall become a Participant, acknowledging and accepting all terms and conditions of the Program and related Plans; "Grant Date", except as otherwise expressly provided for in this Program or in the Option Agreement, refers to, in relation to the Options granted to each Participant, the date of the Board of Directors meeting that approves such Plan; 1

2 "Termination Date" refers to the date of termination of employment or termination of the legal relationship between the Participant and the Company; "Termination" (or Terminate") refers to the termination of the employment contract or the legal relationship between the Participant and the Company or other companies controlled by it, for any reason, including, but not limited to, resignation, removal, replacement, or expiration of the office term without reelection, request for resignation or dismissal with or without cause, request for resignation immediately after retirement, retirement due to permanent disability, and death; "Exercise of the Options" refers to the effective subscription or purchase of shares related to Options previously granted to Participants under the Program and related Plans; "Eligible Executives" refers to officers and employees of the Company as well as of other domestic or foreign companies that are or may become directly or indirectly controlled by the Company; "Natura Group" refers to the Company and the other domestic or foreign companies, previously established or that may be established in the future, that are or may become directly or indirectly controlled by Natura Cosméticos S.A.; "Option(s)" refers to the Participant s permission to subscribe or purchase Company Shares by an established price in accordance with item 10 of this Program, provided that all the terms and conditions of this Program and respective Plans are observed; Mature Option(s)" refers to the Option that met the conditions defined for the exercise of the right to subscription or purchase of Shares, thus authorized to be exercised; Non-Mature Option(s)" refers to the Option that has not yet met the conditions defined for the exercise of the right to subscription or purchase of Shares, thus not yet authorized to be exercised; "Participant" refers to each Eligible Executives to whom the Company grants the Option, pursuant to the terms of this Program and related Plans, after signing the Option Agreement; Option Maturity Term" refers to the period between the date when the Options were granted and the date from which the Options may be exercised. During this period, the Options cannot be exercised; Option Exercise Term" refers to the period between the date the Options mature and the deadline for exercising such Options, within which period the Options may be exercised under this Program and related Plans; 2

3 "Maximum Term for Exercising the Options" refers to the maximum period (deadline) to exercise Mature Options, subject to extinction of that right; "Subscription or Purchase Price" shall correspond to the Company's Share Value on the date the Options are granted, calculated according to item 10.1 below; "Plan" refers to the Stock Option Plan which, based on the Program, is approved by the Board of Directors, establishing the general rules and conditions for a certain period of effectiveness of the Program; "Program" refers to this Stock Option Program for Strategy Acceleration; and "Share Value" refers to the value calculated for each Share under the terms defined in the Program. 3. Program Objectives 3.1. The Program s objectives are to promote the acceleration of Natura s strategy, encouraging and compensating a select group of executives to contribute substantially to the success, expansion and growth of the Company, aiming the consistent valuation of its issued shares. The Program also aims to promote the retention and engagement of the Eligible Executives. 4. Eligible Executives 4.1. Eligible Executives refers exclusively to the officers and employees of the Company and of other companies belonging to the Natura Group. 5. Requirements to Become a Participant 5.1. To become a Participant of the Program, Eligible Executives must be formally appointed by the Board of Directors, pursuant to this Program The Board of Directors shall establish the requirements for the election of Program Participants, according to the criteria deemed necessary to reach the Program's objectives Additionally, given that the Program is part of the compensation of Eligible Executives indicated as Participants, they must sign the Option Agreement, expressly declaring to acknowledge all terms and conditions of the Program, including its restrictions. 3

4 6. Program Management 6.1. The program shall be managed by the Board of Directors, which may, pursuant to relevant legal provisions, rely on the Committee to assist it with the management of the Program. However, the Committee minutes shall always be approved by the Board of Directors In compliance with the terms and conditions of the Program and the guidelines established by the Company's General Shareholders Meeting, the Board of Directors shall have powers to take all necessary and appropriate measures related to the management of the Program, including: (a) create and implement general rules related to the granting of Options pursuant to the terms of the Program, as well as answer questions related to the interpretation of the Program; (b) elect the Participants and authorize the granting of Options on their behalf, establishing all the conditions of the Options to be granted, as well as modify such conditions as needed; (c) issue new shares within the authorized capital limit, or authorize the sale of Shares held in treasury to comply with the exercise of Options granted under the Program; (d) define the Plans, within the parameters of this Program; (e) take any other measures deemed necessary to manage the Program, provided that these do not involve changes; and (f) propose changes to the Program, to be submitted for approval at the Extraordinary General Shareholders Meeting In the exercise of its authority, the Board of Directors shall be subject only to the limits established by law, regulations of the Brazilian Securities and Exchange Commission, and the Program. The Board of Directors may treat differently officers and employees of the Company and of other companies belonging to the Natura Group who are in a similar situation, and it shall not be bound by any equality or analogy rule, to extend to everyone the conditions that it deems applicable only to one or a few The resolutions made by the Board of Directors are binding for the Company in respect of all matters relating to the Program. 4

5 7. Granting of Options 7.1. Plans During the term of the Program, the Board of Directors may create Plans that, if implemented, should be structured based on the criteria defined in this Program It shall be incumbent only to the Board of Directors to decide on the opportunity and convenience to implement or not these Plans during the term of the Program Election of the Participants The Board of Directors shall elect Program Participants, chosen among the Eligible Executives, and may, provided that it complies with the limits set out in the Program, include new Participants in Plans already approved and still in force, granting them any Options it deems appropriate Establishment of the Number of Options for each Plan and its availability to Various Participants For each plan, the Board of Directors, in accordance with this Program, shall establish a certain number of options to be made available to the Participants The Board of Directors shall also determine, in each Plan, which Eligible Executives shall be entitled to Options, as well as the number of Options to which each Participant shall be entitled Considering that the Participants may become Company shareholders, the definition of the Participants, as well as the number of Options to which each will be entitled, will be established freely by the Board of Directors. Therefore, there is no need to attribute the status of Participant to all categories or even to all members of a same category, making it possible to attribute different number of Options to one or more Participants of a same category Granting of Options commitment to the Company's results Since the requirements established by the Program and related Plan as able to attribute the status of Participant to Eligible Executives, the Company, through the Board of Directors, may grant them Options within the limits and quantities previously provided for in the respective Plan. 5

6 Options will only be granted in the years when the Company has made enough profits within the immediately previous year to enable the distribution of mandatory dividends to shareholders Restrictions related to the transfer of Options Mature and Non-Mature Options granted to Participants are personal and nontransferable, except in the event of succession resulting from the Participant's death. In the event of the Participant's death, the Options may be exercised by the Participant's heirs or successors, as defined in this Program Option Agreement The Options are granted upon the signing of Option Agreements between the Company and each Participant, which shall specify, without prejudice to other terms conditions determined by the Board of Directors: (a) the number of Options object of the grant; (b) the terms and conditions for the acquisition of the right to exercise the Options; and (c) the Subscription or Purchase Price and payment terms The Board of Directors may decide that the acquisition of rights related to the Options is subject to certain conditions, and establish restrictions concerning its transfer. 8. Shares Subject to the Program 8.1. Subject to the adjustment set forth in this Program, the maximum number of Options that may be granted shall not exceed 1.5% of the Company s total share capital, provided that the total number of Shares issued or issuable under the Plan is always within the Company's authorized capital limit. If an Option is terminated or canceled without having been fully exercised, the Shares linked to such Options shall become available again for future Option grants In order to satisfy the exercise of the Options granted under the Program, the Company may, subject to the law, applicable regulations, and at the discretion of the Board of Directors, issue new Shares within the authorized capital limit or dispose of Shares held in treasury Shares that are purchased and/or subscribed in accordance with item 9 below, based on the exercise of Options under the Program, shall retain all rights related to its kind. 9 Exercise of Options 9.1. In compliance with the requirements and conditions set forth in this Program and related Plans, and provided that the Maturity Term and Maximum Term for the Exercise of Options are observed, the Participant shall be entitled to exercise these options, that is, to subscribe new 6

7 Shares or to purchase Shares held in treasury, which have been issued or purchased under this Program and related Plans Option Maturity Term Notwithstanding other terms and conditions set forth in the respective Option Agreements, the Options shall become exercisable in the proportions and dates listed below: (a) (b) 50% (fifty percent) after the 4 th anniversary of the Grant Date; and the remaining 50% (fifty percent) after the 5 th anniversary of the Grant Date The Board of Directors may, if it deems pertinent, decide differently to what set forth in the heading of item 9.2.1, in relation to one or more Participants The Participant may, at his sole discretion, choose whether or not to exercise his Options as they mature, that is, pursuant to the deadlines mentioned above, the Participant may exercise Mature Options, or postpone this exercise for a time it deems more opportune, provided that the Maximum Term to Exercise the Options is observed, as defined in item 9.3 below Maximum Term to Exercise the Options The Program Participant shall have a maximum of 8 (eight) years from the Grant Date to exercise Mature Options, pursuant to the terms indicated in item 9.2 above, under penalty of termination of the right of such exercise Options granted under the terms of the Program, as well as all effects thereof, shall be automatically terminated in the following cases: (a) (b) (c) (d) (e) upon their full exercise; after the expiration of the Maximum Term to Exercise the Options; upon termination of the Option Agreement; if the Company is dissolved, liquidated, or declared bankrupt; or in the cases provided for in item 14 of this Program Exercise Date and formal Procedures related to the Exercise of the Options Participants who wish to exercise their Options shall, in accordance with procedures established by internal rules, send written notification of such intention to the Company or 7

8 broker appointed by the Company in the respective internal rules. The internal rules related to the Exercise of the Options shall be fully disclosed to Participants The Board of Directors may decide to suspend the right to exercise the Options whenever it identifies situations that, under the legislation in force, restrict or prevent the trading of Shares by the Company s officers and employees. 10. Share Subscription or Purchase Price The Subscription or Purchase Price of each Share correspond to the Company's Share Price, established according to the criteria set forth in subparagraphs "a" to "c" below, calculated on the date the Board of Directors approves the Plan and elects the Participants. Share Price will be calculated based on the following criteria: (a) the amount corresponding to the simple average of the last 30 (thirty) trading sessions held within the last 60 (sixty) calendar days, as of the 5 (five) day period prior to the approval of the Plan, included the 5 th day, always using the average daily price of each session; (b) if 30 (thirty) trading sessions are not held within the aforementioned 60 (sixty) day period, the average mentioned above shall be calculated based on the total number of trading sessions held in that period, considering at least 03 (three) trading sessions; (c) if at least 03 (three) trading sessions are not held within the aforementioned 60 (sixty) day period, the last trading sessions prior to those 60 (sixty) days shall be considered to complete the minimum number of 03 (three) trading sessions The Subscription or Purchase Price of each Share shall be reduced by the amount related to dividends, interest on own capital, and other benefits distributed by the Company to shareholders during the period between the Option Grant Date and the date of exercise of such Options, pursuant to item above, up to the 5th anniversary of the Grant Date The Subscription or Purchase Price must be established in the Option Agreement, and shall be the same for all Participants of the same Plan. 11. Payment of Subscribed or Purchased Shares The subscription or purchase of Shares acquired through this Program must be paid in cash, using the Participant's own resources. 12. Sale of Subscribed or Purchased Shares Shares purchased or subscribed under this Program may be freely sold by the Participant in accordance with the law. 8

9 13. Right of First Refusal In accordance with Article 171, Paragraph 3 of Law No. 6404/76, there shall be no right of first refusal related to the granting and exercise of Options for the purchase or subscription of Shares, whether in relation to current shareholders or in relation to those who acquire this right based on this Program and related Plans. 14. Events related to the Termination from the Company and its Effects Participant Termination shall be handled as follows: (a) Participant Termination for cause or upon request: - Non-Mature Options shall be canceled; - Mature Options which have not yet been exercised may not be exercised and shall be canceled; (b) Participant Termination without cause before the third anniversary of the Grant Date: Options shall be canceled; (c) Participant Termination without cause after the third anniversary of the Grant Date: The Board of Trade may, if it deems pertinent, determine that the Participant may retain part of its Options in case of the Termination without cause after the third anniversary of the Grant Date. Such Options shall only be exercised in the period and pursuant to the Procedures referred to in the item 9 of this Program. In this case the conditions shall be determined by the Board of Directors. (d) Termination immediately after retirement based on years worked and/or age: - Non-Mature Options shall be canceled; - Mature Options which have not yet been exercised may be exercised within 90 days from Termination or the date on which restriction ends, if the Termination occurs within a period when the trading of Shares is restricted. The 90 (ninety) day period to exercise due to retirement based on years worked and/or age is counted from the date of approval by the National Social Security Institute - INSS of the retirement application filed by the Participant. The Board of Directors may, at its sole discretion, extend the aforementioned deadlines. (e) Termination due to permanent disability: 9

10 - Non-Mature Options and Mature Options which have not yet been exercised may be exercised within 180 days from Termination or the date on which restriction ends, if the Termination occurs within a period when the trading of Shares is restricted. The 180 day period to exercise due to permanent disability is counted from the date the National Social Security Institute - INSS issues the certificate of retirement due to permanent disability, submitted to the Company by the Participant or his legal representative (guardian). The Board of Directors may, at its sole discretion, extend the aforementioned deadlines. (f) Termination due to death: - Non-Mature Options and Mature Options which have not yet been exercised may be exercised after the Participant s death within 180 days from the Court s appointment of the executor, provided that the inventory has been opened within six months from the date of the Participant's death. The Board of Directors may, at its sole discretion, extend the aforementioned deadlines The price to be paid upon exercise of the Options, pursuant to the above terms, shall be determined based on the criteria set out in Section 10 of this Program. 15. Change of Control Programs and Plans already in place must be observed in the event of direct or indirect change of the Company's control. 16. Company Merger, Spin-Off, Incorporation, and Transformation - Merger of Shares In the event of merger, spin-off, whether or not the related entity was extinguished, incorporation, or transformation of the Company, as well as in the event of merger of shares, the Programs and Plans already in place must be observed, making the necessary adjustments in the number of Options, and also respecting the exchange ratios used for the purpose of the above transactions. 17. Change in the Number, Type and Class of Shares If the number, type and class of the Company shares is changed as a result of the reverse split, stock split, stock bonuses, or if the shares are converted from one type or class into another, or converted into other securities issued by the Company, necessary adjustments shall be made in Programs and Plans already in place, especially with respect to the number of Options and the type or class of Shares to which the Options refer, in order to avoid distortions and losses to the Company or to Participants. 10

11 18. Change, Suspension, and Termination of the Program and Related Plans It is incumbent upon the Company's Extraordinary Shareholders Meeting to approve, and therefore change, suspend or terminate the Program Any change proposed by the Board of Directors to be made to the Program and previous Programs shall be submitted to the Extraordinary Shareholders Meeting and, once approved, can only apply to the share purchase options to be granted Events that can lead to change or termination of the Program include the occurrence of factors that cause severe change the economic scenario, thus compromising the Company's financial situation. 19. Effective Term of the Program The Program shall be effective on the date of its approval by the Company's General Shareholders Meeting and shall remain in force for an indefinite period, and may be terminated at any time by decision of the General Shareholders Meeting. 20. General Provisions No provision related to the Program shall grant to any Participant the right to remain as an officer and/or employee of the Company, nor shall it interfere in any way in the Company s right to, at any time and subject to legal and contractual conditions, terminate the employee s employment contract and/or discontinue the officer s office term Each Participant shall expressly adhere to the terms of the Program, upon written statement, without exception, pursuant to the terms defined by the Board of Directors Any significant legal change regarding the regulation of stock companies, publicly-held companies, labor relations and/or tax effects of a stock option program may cause the full review of the Program The cases not addressed herein shall be governed by the Board of Directors, upon consultation to the General Shareholders Meeting, as applicable. Any Option granted under the Program is subject to all the terms and conditions set forth herein, which shall prevail in case of inconsistency regarding the provisions of any agreement or document mentioned in this Program. 11