Exhibit 4.92


 


LONG-TERM INCENTIVE PROGRAM STOCK-BASED No.
2 APPROVED ON BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS BOARD OF DIRECTOR’S MEETING HELD ON MAY 06,
2021

 


DRAFT OF 2nd PRIVATE INSTRUMENT OF
LONG-TERM STOCK-BASED INCENTIVE CONTRACT AND OTHER COVENANTS


 


By this private instrument, the parties, on one
side:


 


		(i)	BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS –
a corporation with head offices at Avenida Brigadeiro Faria Lima, 1.309, 5th floor, zip code 01452-002, in the City of
Sao Paulo, State of Sao Paulo, enrolled at the Corporate Taxpayer’s Register under CNPJ No. 07.628.528/0001-59, herein represented
pursuant to the terms of its By-laws by its under-signed Officers, hereinafter simply referred to as “Company”; and



 


		(ii)	[●], hereinafter simply referred to as the “Participant”.



 


Company and Participant, whenever individually
and indistinctly referred to herein shall hereinafter be referred to simply as “Party” and, all together, “Parties”.


 


WHEREAS the Company’s Shareholders’
General Meeting held on October 2nd, 2017 approved the establishment of the Long-Term Stock-Based Incentive Plan (“Plan”),
which entered in force on the date of the approval thereof;


 


WHEREAS the Long-Term Stock-Based
Incentive Program Nr. 2 was duly approved by the Company by virtue of the Board of Directors’ Meeting held on May 06, 2021 (“2nd
ILPA Program”);


 


WHEREAS the Plan and the respective
2nd ILPA Program have the purpose to enable the Participants to receive Shares aiming at: (i) fostering the enhancement, success
and achievement of the Company’s purposes; (ii) incentive the Participants to substantially contribute towards the Company’s
success; (iii) align the Company’s shareholders’ interests to the Participants’; (iv) provide certain employees of the
Company, regarding the variable compensation, with a competitive edge vis a vis market conditions, as well as (v) stimulate the permanence
of the main executives and key employees at the Company;


 


WHEREAS that, once having met the
conditions provided by the Plan regarding the due achievement of certain performance conditions, the Participant, was indicated by the
Compensation Committee and later approved by the Company’s Board of Directors as a member eligible to become a beneficiary of the
2nd ILPA Program. 


 


WHEREAS the Participant represents
to be aware that the receipt of the Shares is conditioned to the full achievement, by the Company, of the key performance indicators (KPI’s)
provided by clause 1.2, below, to his/her final performance and/or his/her respective working area/department;


 


WHEREAS under the terms of the Plan
and according to the Board of Directors’ resolution held on May 06, 2021, the Vesting Period of the 2nd ILPA Program
starts on June 1st July 2020 and ends on June 30, 2023 (“Vesting Period”).


 


WHEREAS the Participant represents
to have attended the speech given by the Company on the Plan and the 2nd ILPA Program, reason why he/she acknowledges
that he/she has clarified any and all doubts related to the percentages, multiples, and minimum and maximum amounts of Shares that may
be applicable to him/her, and hereby also represents to be aware that the number of Shares shall be subject to the withholding of applicable
taxes and contributions, all in the exact terms as provided hereunder;


 


WHEREAS that, except as otherwise
defined herein, expressions used with capitalized initials herein shall have exactly the same meaning ascribed to them in the Plan,


 






     


     


    

 


THE PARTIES HAVE RESOLVED, by mutual and
common agreement, to enter into this Private Instrument of Long-Term Stock-Based Incentive Contract and Other Covenants (“Contract”),
which shall be governed by the following clauses and conditions:


 


FIRST CLAUSE 


PURPOSE


 


1.1 Subject
to the terms and conditions provided by this Contract, by the 2nd ILPA Program and by the Plan, the object of this instrument
is the commitment assumed hereunder by the Company to, once properly met certain key performance indicators (KPI’s) of the Company’s
financial and strategic performance set forth in clause 1.2 below, according to the combination (scenarios) established in clause 1.4
below, freely grant to the Participant, at the Granting Date, that is, after the Vesting Period, remuneration in Shares/Stocks, net of
taxes and contributions, equivalent, based on the Share price of R$19,35 decreased by the amount of Shares of the dividends declared by
the Company during the Vesting Period, to the amount in legal tender net of tax equal to the amount of 75% / 50% (seventy-five/fifty
per cent) up to 150%/125% (one hundred fifty/one hundred fifty-five per cent) (the “Multiple”) of the Base Remuneration
(defined in clause 1.3 below) (“Remuneration in Shares”), according to the sample calculation4 shown
in Annex I.


 


1.2.   For purposes of the 2nf ILPA
Program and this Contract, KPI shall mean the following:


 


	KPI*	 	BASE	 	TARGET	 	TOP
	Financing	 	TSR (Total Shareholder Return)**	 	>= 1,40	 	>= 1.18	 	>= 1.20
	Financing	 	Operational Rentability***	 	>= 6,5%	 	>= 7,5%	 	>= 8,5%
	Financing	 	Farm Sale ****	 	>= R$ 240,0 	 	>= R$ 285,0 	 	>= R$ 425,0 
	Strategic	 	Company Capitalization*****	 	>=R$ 150,0 	 	>=R$ 200,0 	 	>=R$ 250,0 




 


	*	It shall be admitted a difference up to 5% (five per cent)
of the KPIs value and the Company’s results achieved at the end of Vesting Period, for the purpose of the mentioned results in
the greater KPI Base, Target and Top range.




 


	**TSR =	Share Value At the end of the Vesting Period5 + Dividends declared during the Vesting Period
	Share Value At the begging of the Vesting Period
	*** Operational Rentability =	Operational Results  –Administrative Expenses 
	Market Value of the Properties under Production + circulant (direct coast and real lease, real of exercise in course) + cattle inventory
	**** Farm Sale =	Present value of sales
	***** Company Capitalization =	Public or Private share subscription(s) carried out during the Vesting Period


 


It will be considerate of KPI’s calculation
propose the results of 2020/2021 until 2022/2023 exercise.


 


TSR: if the R$ decrease more than 30%, KPI’s
objective under TOP will be redefined.


 


1.3.    Base Remuneration
means, under the 2nd ILPA Program and the Contract, the amount in legal tender equal to 20%/15%/10% of the total potential
compensation of the Participant in the period of three (03) years, taking into consideration the amount of the Participant’s salary
at the date of approval of the 1st day of the Vesting Period. For purposes of calculation of the total potential compensation,
it shall be taken into account the fixed compensation (salary), the variable compensation (bonus/PPR) and the compensation object of this
Contract, as provided in Exhibit I.


 






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1.3.1. Any
extraordinary premiums and/or any other amounts received by the Participant on account of remuneration other than those expressly provided
for in Clause 1.3. above shall not incorporate the Base Remuneration for purposes of this Contract.


 


1.4. The
Multiple shall mean one of the following percentages to be applicable on the Base Remuneration for the calculation purposes of the Remuneration
in Shares, as follows:


 


	 	(i)	[75%/50%] if the Company achieves the TSR KPI indicated in the Base Column, plus one of the other three KPIs indicated in the Target Column or more two of the other three KPIs indicated in the Base Column, as provided for in the KPI chart established in clause 1.2 above;


 


	 	(ii)	[100%], if the Company achieves the TSR KPI indicated in the Target Column, more two of the other three KPIs indicated in the Target Column or more all of the other KPIs indicated in the Base Column, as provided for in the KPI chart established in clause 1.2 above;


 


	 	(iii)	[150%/125%] if the Company achieve the TSR KPI indicated in the Top Column, more two of the other three KPIs indicated in the Top Column or more all of the other KPIs indicated in the Target Column, as provided for in the KPI chart established in clause 1.2 above; or


 


	 	(iv)	0% if the results achieved by the Company concerning the KPIs as provided for in the KPI chart established in clause 1.2 above do not consist in any of the scenarios of items (i) to (iii) of this clause 1.4.


 


1.4.1.  If the results
obtained by the Company with respect to the KPIs give cause to a combination distinct from those provided for in items (i) to (iv) of
Clause 1.4 above, the Remuneration/Compensation Committee shall propose the framework that shall apply to said results for purposes of
the definition of the Multiple and submit such proposal to the approval of the Board of Directors, at its sole and exclusive discretion.


 


1.5.  The
Participant expressly represents to be aware that the maximum number of Shares granted to the Participants under the Plan cannot exceed,
in under circumstance, the maximum and cumulative amount of 2% (per cent) of the stock issued by the Company at any time (“Limit
of Shares”). In this sense, in case the Shares to be granted to the Participants of the 2nd ILPA Program exceed
the Limit of Shares by virtue of the dividends considered in the calculation of the Remuneration in Shares under the terms of clause 1.1
above, the Company shall adjust, proportionally to the quantity of Shares due to each Participant, the quantity of Shares to be actually
granted, so that the Limit of Shares is respected. The Participant hereby waives the quantity of Shares corresponding to the adjustment
to be made under the terms of this clause.


 






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SECOND CLAUSE 


SHARES


 


2.1   The
Participant shall only be entitled to the receipt of the Remuneration in Shares at the Granting Date if, in the aggregate, (i) at the
end of the Vesting Period, the KPIs, according to the combination (scenarios) provided in clause 1.4 above, are met; and (ii) if the Participant
does not voluntarily resign or is dismissed from the Company and/or Affiliates before the end of the Vesting Period, respecting the provision
of clauses Fourth and Seventh below.


 


2.2   The
amount of Shares to be delivers/granted, provided that all the conditions applicable to the delivery of the Shares pursuant to this Contract
have been met, to the Participant as Remuneration in Shares in the three (03) different scenarios provided for in clause 1.4 above, are
provided for in the Annex II to this Contract, which shall be adjusted, observing the provision of clauses 1.1
and 1.5 above and 3.1 below, at the end of the Vesting Period according to the dividends declared and applicable taxes.


 


2.3   The
granting of the Shares shall be made by the Company on behalf of the Participant without charges, up to thirty (30) days counted as of
the end of the Vesting Period and provided that the totality of the conditions applicable under the terms of this Contract for the receipt
of the Shares are met, upon transfer to the Participant of the Shares held in treasury.


 


2.4   In
case of change to the number, type and class of Shares existing as a result of the bonus, capitalization, split, grouping, conversion
of Shares from a type into another or conversion of other securities issued by the Company, the Board of Directors may, at its own discretion,
make all changes and/or adjustments necessary to avoid dilution or the increase of the right of the Participant regarding the Shares.


 


2.5   The
Remuneration in Shares shall have the nature of dividends, being paid only and solely on account of actual remuneration to the Participant.


 


THIRD CLAUSE


TAXES


 


3.1   The
Company is authorized to proceed to the withholding of any taxes that may possibly by levied onto the Remuneration in Shares, including,
although not limited to, the Income Tax Withheld and Social Security Contribution on Gross Revenue or Payroll, as the case may be, in
such a way that, if due, it shall be granted to the Participant the Remuneration in Shares net of discounts applicable under the terms
herein provided.


 






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FOURTH CLAUSE 


EFFECTIVENESS AND TERMINATION OF THE CONTRACT


 


4.1  This
Contract shall enter in force as of the date of its execution as shall remain in force up to the Date of Granting of Shares, which shall
occur, if applicable, in the period up to thirty (30) days counted from the end of the Vesting Period, as defined in the Plan.


 


4.2  This
Contract shall be considered automatically terminated in the following cases:


 


		(a)	upon the full receipt by the Participant of the Remuneration
in Shares;



		(b)	upon the full achievement, from either party, of the totality
of the obligations assumed under this Contract;



		(c)	upon the change to the Company’s control, as provided
by the Sixth Clause;



		(d)	in case of voluntary resignation of the Participant prior
to the completion of the Vesting Period, under the terms of Clause 5.1 below; or



		(e)	in case of dismissal, with or without cause, of the Participant,
pursuant to Section 5.2, 5.2.1 and 5.3 below.



 


FIFTH CLAUSE 


EVENTS OF TERMINATION


 


5.1  In
the cases of voluntary dismissal, by the Participant’s own initiative, by any reason, prior to the completion of the Vesting Period,
the Participant shall lose, regardless of previous notice or indemnification, the right to the receipt of the Remuneration in Shares.


 


5.2  In
case of termination/dismissal without cause, the Participant, always conditioned to the sole previous approval of the Company’s
Board of Directors to do so, may or may not be entitled to the equivalent prorated to the period actually worked; it being understood,
however, that in any and all case, the payment, if approved by the Board of Directors as due, will always be conditioned upon and shall
only occur at the end of the Vesting Period.


 


5.2.1 Particularly
with regards to the clause 5.2 above, it is hereby clarified that, for purposes of definition as to the possibility of the Participant
to be or not entitled to the receipt of the amount equivalent to the prorated amount of the period actually worked in case of termination
without cause, the Board of Directors shall take into consideration the specific conditions, assessed on a case-by-case basis, that gave
cause to said dismissal.


 


5.3  In
case the dismissal of the Participant takes place by the Company’s initiative and grounded on cause, the Participant shall legally
lose, regardless of previous notice or indemnification in such regard, the right to receive the Remuneration in Shares.


 


5.4   In
case of death or disability of the Participant, the amount in legal tender equal to the maximum quantity of Remuneration in Shares according
to the chart provided for in the Annex I hereto shall be fully paid directly to the Participant (in case of permanent
disability) or to his/her heirs and/or beneficiaries (in case of death) in the period of eighteen (18) months counted from the date of
the regular actual evidence thereof, under the terms of the legislation applicable by the relevant entity, of the permanent disability
condition or death, as the case may be.


 


5.5 Any
exceptions to the treatment to be given in the cases of termination shall be subject to the analysis and resolution by the Board of Directors.


 


SIXTH CLAUSE 


CORPORATE REORGANIZATION AND CHANGE OF CONTROL


 


6.1   If
the control of the Company changes, pursuant to applicable regulation, during the Vesting Period, the amount in legal tender equivalent
to the maximum quantity of the Remuneration in Shares according to the chart provided for in Annex II hereto shall
be released to the Participants up to thirty (30) days from the date of corporate transaction in question and the ILPA Program shall be
terminated. For purposes of calculation of the amount in legal tender to be granted to the Participant, it shall be taken into consideration
the selling price of the Share in the transaction and it shall be at the discretion of the new controlling shareholder the decision whether
or not to implement a new long-term incentive plan with shares. For the purposes of this Clause, it shall not be construed as change of
control any possible corporate reorganizations of the economic group of the current controlling shareholder.


 






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SEVENTH CLAUSE 


GENERAL PROVISIONS


 


7.1   This
Contract shall be governed and construed according to the laws of the Federative Republic of Brazil.


 


7.2   The
Participant shall meet all legal and regulatory norms applicable, both in Brazil as abroad, concerning the disclosure of information about
possible stock trading, as well as any other applicable to the Plan and this Contract.


 


7.3   It
is expressly agreed upon that it shall not be considered novation the failure by any of the parties in the exercise of any right, power,
resource or ability ensured by law or by this instrument, nor any tolerance of delay in the fulfillment of any obligations or by any of
the parties, that shall not prevent the other party, at its own discretion, may exercise at any moment such rights, powers, resources
or abilities which are cumulative and not exclusive regarding those provided by law.


 


7.4   Unless
as expressly otherwise provided by this Contract, neither party may assign or in any way transfer to third parties, wholly or partially,
his/her rights and obligations arising from this Contract, without the previous and express consent, in writing, of the other party, under
penalty of complete nullity.


 


7.5   Unless
as expressly otherwise provided, the communications and notices between the parties regarding to this Contract shall be made in registered
letter or e-mail, directed to the addressees in the addresses indicated below, being considered as validly received if and when correctly
sent.


 


If to the Company:


 


BRASILAGRO - COMPANHIA BRASILEIRA
DE PROPRIEDADES AGRÍCOLAS 


 


Avenida Brigadeiro Faria Lima, No.
1.309, 5th floor 


01452-002, São Paulo –
SP 


Att.: Mr. Gustavo Javier Lopez 


Fax: (55 11) 3035 5366 


E-mail: gustavo.lopes@brasil-agro.com 


c/c to the Company’s Legal Department 


juridico@brasil-agro.com 


 


If to the Participant:


 


[●]


 


7.6   The
Company reserves the right to change or eliminate, without any burden, any provision of this Contract for purposes of its adequacy to
the legal and regulatory norms applicable. The Parties also undertake to observe and adjust, whenever applicable to each one of them,
to any changes to the legal and regulatory norms applicable to rights and obligations.


 


7.7   This
Contract constitutes an onerous business of exclusively civil nature, being certain that it does not create any labor or social security
obligation between the Company and the Participant, whether he/she may be coordinator, manager, statutory manager or employee. The inclusion
of the Participant in the 2nf ILPA Program and the entering into of this Contract, does not guarantee to the Participant
his/her permanence in the position that was attributed to him/her the eligibility to the Plan or to any other Company’s position,
nor even will it interfere, in any way, to the terms and conditions of the labor contract originally executed between the Parties, and
not even to the right of the Company to terminate, at any time, the relationship kept with the Participant.


 


7.8   In
the same line as provided for above, no provision of this Contract shall grant to any Participant rights regarding his/her permanence
until the end of his/her term of office as administrator, or will interfere in any way to the right of the Company to remove him/her at
any time, nor shall it ensure the right to his/her reelection to the position.


 


7.9   For
all purposes applicable, the Participant declares to have read the Plan in its entirety, and, by means of signature to the present instrument,
he/she declares to expressly accept his/her adherence to the Plan, in all of its terms and conditions, with no reservations.


 


7.10  The
Participant undertakes to keep secrecy of the contents of the Plan, refraining from reproducing or copying, wholly or partially, the documents
related to the Plan, and/or informing to third parties the information herein contained, under penalty of unilateral termination of this
Contract by the Company.


 






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7.11  It
is hereby agreed upon that, in the cases of cancellation of the company’s listing, cessation of trading of the Company’s issued
Shares in the over-the-counter market, organized market or stock exchange, corporate reorganizations – such as transformation, incorporation,
merger, spin-off and incorporation of shares, Company’s dissolution or winding up, the present Contract will not be affected, being
certain that in the cases mentioned, the Company’s Board of Directors and the companies involved may, at their discretion, determine,
without prejudice to other measures that they decide by equity: (a) the replacement of the remuneration in Shares by shares, quotas or
other securities issued by the Company’s successor entity; and/or (b) the anticipation of the acquisition to the right to receive
the Remuneration in Shares.


 


7.12  The
obligations herein assumed in the present Contract shall be subject to the specific execution according to articles 493, 497, 500, 536,
537 and 815 of the Brazilian Civil Procedure Code (as amended).


 


7.13  All
litigations regarding the interpretation, validity, performance, enforceability, default or termination of this Plan shall be settled
in a friendly way, upon direct negotiations in good faith, for a period no longer than thirty (30) days, counted from the receipt of the
extra-judicial notice as to the existence of the controversy and the need to settlement of interests.


 


7.14  In
case the Parties fail to reach an agreement in the period referred to in Clause 7.13 above, the controversy shall be submitted, exclusively
and definitively, to arbitration, which shall be conducted before the Market Arbitration Chamber set by B3 S.A. – Brasil, Bolsa,
Balcão, in compliance with the Regulation of the referred Chamber.


 


7.15  Without
prejudice to the validity of the arbitration clause, any of the parties to the arbitration procedure shall have the right to appeal to
the Judicial Branch with the purpose, if and when necessary, to require precautious measure of protection of rights, whether the arbitration
procedure has been installed or not, being that as soon as any measure of such nature is granted, the competence for decision of the merit
shall be immediately restored to the arbitration court, instituted or not. For purposes of this Clause, it is elected the court of the
Judicial District of Sao Paulo, State of Sao Paulo, no matter privileged other might be.


 


In witness whereof, the parties execute the present
instrument in two (02) counterparts of equal contents and form, in the presence of two (2) witnesses named below.


 


Sao Paulo, [●] of [●] of [●].


 


BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES
AGRÍCOLAS


 


	 	 	 


 


[PARTICIPANT]


 


 


 


 


Witnesses:


 


 


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