tovarich86/analise-ilp-dados huggingface dataset:
TOTVS S.A. — Comunicação e Informática — 2025-04-23
ition to Participant Termination rules and other specific terms and conditions freely determined by the Committee, as may be established in the respective Agreements. 12​ RESTRICTED SHARE GRANTING AGREEMENT 12.1​ The Company's obligation to transfer the Restricted Shares within the scope of this Plan is subject to: (i) the execution of the respective Agreements with each one of the Participants, which shall include the number of Restricted Shares to which the Participant will be entitled if the conditions set forth in this Plan and, as applicable, in the Programs and in the Agreement are met, determined by the criteria set forth by the Committee, decreased by an amount corresponding to the total amount of any withholding income tax, social security contributions and labor charges that may be due; (ii) the provisions of Clause 6.1. regarding the continuity of the employment and/or statutory relationship, as the case may be, of each Participant with the Company and/or with companies controlled by the Company until the end of the applicable Vesting Period; (iii) meeting the performance targets set forth for the Participants, in the case of the ILP Performance Program, as described in the corresponding Agreements; (iv) meeting the share ownership guidelines set forth in the ILP Master Program; and (v) any other conditions set forth in this Plan and, as applicable, in the correspondingPrograms and Agreements. 13​ TERMINATION OF PARTICIPANTS 13.1​ Subject to the provisions of Claus
TOTVS S.A. — Comunicação e Informática — 2025-04-23
r Program; and (v) any other conditions set forth in this Plan and, as applicable, in the correspondingPrograms and Agreements. 13​ TERMINATION OF PARTICIPANTS 13.1​ Subject to the provisions of Clause 13.4.1, in case of Termination of a Participant at his/her own initiative or for Fair Reason, at any moment during the Vesting Periods, as applicable, such Participant will be no longer entitled to receive Restricted Shares. Notwithstanding, the Participant will preserve his/her right of ownership on any Restricted Shares belonging to him/her upon the Termination, due to the elapse of the applicable Vesting Periods. 13.2​ Except as provided for in Clause 13.2.1 above, and subject to the deadline set forth in Clause 6.1 above, in case of Termination of the Participant at the Company’s initiative, without a Fair Reason, or upon mutual agreement, the Participant will be entitled to receive proportionally the Restricted Shares subject matter of the granting, in accordance with the time already elapsed of the applicable Vesting Periods calculated until the actual date of Termination. As for the ILP Performance Program, the shares will be transferred only at the end of the respective Vesting Period and subject to the determination of the performance targets set forth in the Agreement. For purposes of proportionality, a full working month is considered as the one with at least 15 (fifteen) days worked. 13.2.1​ In compliance with the deadline set forth in Clause 6.1, in the event of Te
TOTVS S.A. — Comunicação e Informática — 2025-04-23
r purposes of proportionality, a full working month is considered as the one with at least 15 (fifteen) days worked. 13.2.1​ In compliance with the deadline set forth in Clause 6.1, in the event of Termination of a Participant who is a statutory officer of the Company (but not any other Participant of the Plan) at the Company's initiative, without Fair Reason, said Participant will be entitled to receive in full, at the end of the applicable Vesting Periods, the Restricted Shares that have been granted to him/her under this Plan. The provisions of this Clause 13.2.1 shall not apply in the event of non-reelection of the Participant as a statutory officer of the Company. ​ 6 13.2.2​ The provisions of Clause 13.2.1 will not apply if the Participant who is a statutory officer of the Company (but not any other Participant of the Plan) had a low individual performance in the two (2) semesters prior to his/her Termination at the Company's initiative, with no Fair Reason. To this end, individual performance will be measured according to the Company's performance assessment model in force at the time of granting, under the criteria to be detailed in the respective Long-Term Incentive Programs. 13.3​ In compliance with the deadline set forth in Section 6.1 above, in case of compulsory retirement, the Participant will be entitled to receive in full the Restricted Shares that have been granted to him/her, with the early expiration of the Vesting Periods then in force, except in the case
TOTVS S.A. — Comunicação e Informática — 2025-04-23
rement, the Participant will be entitled to receive in full the Restricted Shares that have been granted to him/her, with the early expiration of the Vesting Periods then in force, except in the case of the ILP Performance Program, where the payment will become due and payable only at the end of the respective Vesting Period and subject to the determination of the performance targets set forth in the corresponding Agreement. 13.4​ Except as provided for in Clause 13.4.1, and according to the time term set forth in Clause 6.1, in the event of a Change of Control, if the Participant is terminated involuntarily from the Company under the terms of Section 13.2 above, within twelve (12) months from said event, he/she will be entitled to receive the Restricted Shares in full, in accordance with the existing performance indicators and informed to the Participant upon the event in question. The provisions above apply after said twelve (12) months. 13.4.1​ In compliance with the deadline set forth in Clause 6.1, in the event of a Change of Control, and in the event of Termination of a Participant who is a statutory officer of the Company (but not any other Participant of the Plan), (i) at the Company's initiative, with no Fair Reason; or (ii) at the Participant's initiative, in both cases, within a period of twenty-four (24) months from the Change of Control event, such statutory officer Participant will be entitled to receive in full the Restricted Shares granted to him/her under thi
TOTVS S.A. — Comunicação e Informática — 2025-04-23
, within a period of twenty-four (24) months from the Change of Control event, such statutory officer Participant will be entitled to receive in full the Restricted Shares granted to him/her under this Plan (and only in the event that (i) there will be an early expiration of the Vesting Periods then in force), observing the existing performance indicators that had been reported to the Participant upon the event in question. 13.4.2​ The provisions of Clause 13.4.1 will not apply if the Participant who is a statutory officer of the Company (but not any other Participant of the Plan) (i) is terminated after the end of the period of twenty-four (24) months from the Change of Control event; and/or (ii) if he/she had a low individual performance in the two (2) semesters prior to the Change of Control event. To this end, such individual performance will be measured according to the Company's performance assessment model in force at the time of granting, under the criteria to be detailed in the respective Long-Term Incentive Programs. 13.5​ The other cases of Termination not provided for above will be governed by the Committee. 14​ DEATH, ABSENCE, OR PERMANENT DISABILITY 14.1​ In case of death, judicially recognized absence or permanent disability of the Participant, all the Vesting Periods will be deemed as expired earlier, upon the death, absence declaration by a competent court of law, or declaration of disability of the Participant by the Brazilian National Social Security Instit
TOTVS S.A. — Comunicação e Informática — 2025-04-23
ods will be deemed as expired earlier, upon the death, absence declaration by a competent court of law, or declaration of disability of the Participant by the Brazilian National Social Security Institute, this will make him/her or his/her respective successors, as applicable, entitled to receive the Restricted Shares in full within up to one hundred and eighty (180) days from the event at issue. In case of the ILP Performance Program, the determination of the performance indicators will be disregarded, and the number of Restricted Shares set forth in the Agreement will be transferred. CHAPTER III – PAYMENT IN SHARES TO THE BOARD OF DIRECTORS 15​ GRANTING OF SHARES TO MEMBERS OF THE BOARD OF DIRECTORS 15.1​ The members of the Board of Directors shall be entitled to be granted Restricted Shares as part of their compensation, subject to the general provisions contained in this Plan and the provisions of this Chapter III ("Grant to the Board"). ​ 7 15.1.1​ The provisions set forth in this Chapter III shall prevail in case of any conflict with the other provisions of this Plan and cannot be changed by the Board of Directors or the Committee, pursuant to the provisions set forth in Sections 4.2 and 17.4. 15.1.2​ To make things clearer, the rules set forth in this Plan or in any of the Programs that are pegged to targets or performance assessment are not applicable to the Grant to the Board. 15.1.3​ Given that, pursuant to the provisions of Clause 4.2, the Committee shall not be ent
TOTVS S.A. — Comunicação e Informática — 2025-04-23
Programs that are pegged to targets or performance assessment are not applicable to the Grant to the Board. 15.1.3​ Given that, pursuant to the provisions of Clause 4.2, the Committee shall not be entitled to determine, nor may it change the rules regarding Grants to the Board of Directors, and the Board of Executive Officers shall have authority to implement the Grants to the Board, pursuant to this Plan, as approved by the General Meeting, there is no prohibition on the participation of the beneficiaries of the Grants to the Board in the discussions within the Committee regarding this Plan or any Program or Agreement, provided that the provisions of Clause 4.1.4 are observed. 15.2​ The members of the Board of Directors elected by the General Meeting that elects them for their respective positions, or from another date determined by the General Meeting, are eligible to take part in the Grant to the Board. 15.2.1​ The members that may be appointed by the Board of Directors itself will also be eligible in the event of vacancy. 15.3​ Subject to the limit provided for in Clause 3.1 and the provision contained in Clause 6.1, each member of the Board of Directors shall be granted, at the beginning of each twelve (12) month period counted from the election of the members of the Board of Directors ("Year in Office"), an amount of Restricted Shares equivalent to 20% of the fixed amount of the total compensation of each member of the Board of Directors, subject to the global compensat
TOTVS S.A. — Comunicação e Informática — 2025-04-23
f Directors ("Year in Office"), an amount of Restricted Shares equivalent to 20% of the fixed amount of the total compensation of each member of the Board of Directors, subject to the global compensation limit approved at the General Meeting and the establishment of the individual compensation of the managers approved by the Board of Directors. 15.3.1​ The member of the Board of Directors who may be appointed by the Board of Directors during the Year in Office will be granted Restricted Shares, subject to the eligibility criterion provided for in Section 15.2.1, at the beginning of the exercise of the corresponding term of office. 15.3.2​ The Board of Executive Officers shall be responsible for the measures to grant the Restricted Shares to the members of the Board of Directors, including the preparation and execution of the corresponding Agreements with the respective Participants, which shall comply, as applicable, with the general provisions of this Plan and the Agreements approved by the Committee regarding the Programs. 15.3.3​ Grants to the Board of Directors shall be made annually at the beginning of each Year in Office. 15.3.4​ The participation in the Granting to the Board of Directors of each member of the Board of Directors will be made through the execution of the respective Agreement, which will provide for the granting of the corresponding Restricted Shares, as well as the terms and conditions for their delivery/transfer. The execution of the Agreement by a dire
TOTVS S.A. — Comunicação e Informática — 2025-04-23
pective Agreement, which will provide for the granting of the corresponding Restricted Shares, as well as the terms and conditions for their delivery/transfer. The execution of the Agreement by a director implies the acceptance of all the conditions of this Plan. 15.3.5​ The number of Restricted Shares to be granted under the Grants to the Board will be stipulated based on: (i) the fixed amount of the Board of Directors' compensation paid in Restricted Shares, subject to the percentage set forth in Clause 15.3 above; (ii) divided by the average closing price of the Shares in the last 60 (sixty) trading sessions prior to the date of the grant. 15.3.6​ The Restricted Shares will be transferred to the members of the Board of Directors after two (2) years counted from the end of the respective term of office (i.e. four (4) years after the Grant to the Board made ​ 8 in the 1st Year in Office and three (3) years after the Grant to the Board made in the 2nd Year in Office, as applicable) and within sixty (60) days after the said period, subject to the cases provided for in Section 15.4 below. 15.4​ In the event of Termination of a member of the Board of Directors, the provisions set forth in the subitems of this Clause 15.4 shall apply (therefore, for purposes of clarity, the provisions of Clauses 13 and 14 shall not apply). 15.4.1​ In the event that a member of the Board of Directors may resign on his/her own initiative, the right to receive all Restricted Shares not yet transferr
TOTVS S.A. — Comunicação e Informática — 2025-04-23
s of Clauses 13 and 14 shall not apply). 15.4.1​ In the event that a member of the Board of Directors may resign on his/her own initiative, the right to receive all Restricted Shares not yet transferred to the respective member of the Board of Director shall immediately expire with no indemnification. For clarity purposes, members of the Board of Directors will keep his/her right of ownership over any Restricted Shares that are held by him/her at the time of the Termination, subject to the period provided for in Section 15.3.6 above. 15.4.2​ Provided that any non-competition agreement signed between the member of the Board of Directors and the Company is complied with, in case of Termination of a director at the initiative of the Company, said director shall (i) receive, observing the transfer period provided for in Section 15.3.6 above, the number of Restricted Shares granted in the Years of Office already ended prior to the Termination; (ii) receive, observing the transfer period provided for in Section 15.3.6 above, the pro rata amount of Restricted Shares granted in the Year in Office in which the Termination takes place. Consequently, the transfer period shall be calculated as if the Termination had not occurred; that is, the share transfer will be transferred within sixty (60) days after two years from the date the relevant term of office would have ended. 15.4.3​ In the event the term of office is terminated without re-election, the member of the Board of Directors sha
TOTVS S.A. — Comunicação e Informática — 2025-04-23
60) days after two years from the date the relevant term of office would have ended. 15.4.3​ In the event the term of office is terminated without re-election, the member of the Board of Directors shall be entitled to receive all Restricted Shares granted during the respective term of office ended, subject to the time term provided for in Clause 15.3.6 above. 15.4.4​ In the event the term of office is terminated due to death, absence declared by a court of law, or permanent disability of the member of the Board of Directors, all Restricted Shares granted that have not yet been delivered/transferred to the director on the date of the event will be transferred to the director or his/ her heirs and successors, as the case may be, within 180 (one hundred and eighty) days from the event at issue or the date of sharing of the Restricted Shares, as applicable, in the form of a testamentary provision, as may be established in the letters of administration or in the competent court order. CHAPTER IV – EFFECTIVE DATE AND COMPLEMENTARY PROVISIONS 16​ EFFECTIVE DATE AND TERMINATION OF THE PLAN 16.1​ This Plan becomes effective on the date of its approval by the Company's General Meeting, being applicable to grants made as of such date, and will remain in force until December 31st, 2035, subject to the provisions of Clause 16.2. This Plan replaces the model provided for in the Share-Based Incentive Plan approved at the General Meeting on April 20th, 2021 and amended on April 19th, 2023 (“
TOTVS S.A. — Comunicação e Informática — 2025-04-23
ect to the provisions of Clause 16.2. This Plan replaces the model provided for in the Share-Based Incentive Plan approved at the General Meeting on April 20th, 2021 and amended on April 19th, 2023 (“ILP 2021”), without prejudice to the delivery/transfer obligations of Restricted Shares assumed by the Company under ILP 2021 to this date, subject to the terms and deadlines set forth in ILP 2021. The Agreements executed based on the Plan will remain in force until the obligations agreed therein are met, even if for such purpose the corresponding effective dates extend beyond the final term of the effective date set forth for the Plan herein. 16.2​ In the event of dissolution, conversion, merger, consolidation, spin-off or reorganization of the Company, whereby the Company is not the surviving company or, if it is the surviving company, it does not have its shares accepted to be traded in stock exchanges anymore, the effective Agreements, at the Committee’s discretion with respect to the Programs, or the General Meeting, with regard to the Restricted Shares granted under the Grant to the Board, may: (i) be transferred to the new company; or (ii) have their Vesting Periods accelerated, as applicable. ​ 9 17​ COMPLEMENTARY PROVISIONS 17.1​ Any right to receive Restricted Shares in accordance with this Plan is subject to all terms and conditions set forth herein. Such terms and conditions prevail in case of inconsistencies with the provisions of any agreement or other document ment
TOTVS S.A. — Comunicação e Informática — 2025-04-23
ordance with this Plan is subject to all terms and conditions set forth herein. Such terms and conditions prevail in case of inconsistencies with the provisions of any agreement or other document mentioned in this Plan. 17.2​ Except as regards the provisions set forth in Chapter III, to the best interests of the Company and its shareholders, the Committee may either terminate or discontinue the Plan, or even, revise the Plan conditions, provided this does not change its basic principles, especially the maximum limits to transfer Restricted Shares as approved by the General Meeting. The General Meeting may also approve a new incentive plan based on Shares, also to allow the acquisition of shares that exceed the maximum limits approved in this Plan. 17.3​ The Committee may also, exclusively regarding the Programs, establish a particular treatment for special cases and situations during the effective term of the Plan, and it can also decide to grant additional Restricted Shares, provided this does not affect the rights already granted to the Participants and complies with the quantitative limit set forth in Clause 3.1. Such particular treatment will not be deemed as a precedent able to be claimed by other Participants. 17.4​ The cases omitted in this Plan shall be governed by the Committee, except as regard Chapter III of the Grants to the Board of Directors, for which, if there is any omission, the General Meeting must necessarily be heard. * * * ​ 10
TOTVS S.A. — Comunicação e Informática — 2025-04-23
mmittee, except as regard Chapter III of the Grants to the Board of Directors, for which, if there is any omission, the General Meeting must necessarily be heard. * * * ​ 10
TOTVS S.A. — Comunicação e Informática — 2023-04-19
TOTVS S.A. CNPJ nº 53.113.791/0001-22 NIRE 35.300.153.171 Companhia Aberta PLANO DE INCENTIVO BASEADO EM AÇÕES1 1 DEFINIÇÕES: “Ações” significa as ações ordinárias de emissão da Companhia. “Ações Restritas” significa as Ações que serão entregues, nos termos deste Plano (incluindo aquelas entregues na forma do Capítulo 15) e dos Programas. “CLT” significa a Consolidação das Leis do Trabalho. “Comitê” significa o Comitê de Gente e Remuneração da Companhia, conforme previsto em seu estatuto social, ou outro Comitê que venha a ser especificamente formado ou designado pelo Conselho de Administração para administrar o Plano, conforme aplicável. “Conselho de Administração” significa o Conselho de Administração da Companhia. “Contrato” significa o Contrato de Concessão de Ações e Outras Avenças, aprovado pelo Comitê, a ser celebrado entre a Companhia e cada Participante ou conselheiro de administração no âmbito deste Plano e, quando aplicável, dos respectivos Programas. “Companhia” significa a TOTVS S.A. “Desligamento” significa qualquer ato ou fato que ponha fim à relação jurídica do Participante ou conselheiro de administração com a Companhia, exceto nos casos de aposentadoria pelo Instituto Nacional do Seguro Social em razão de invalidez permanente, falecimento ou declaração judicial de ausência em face de desaparecimento do Participante ou conselheiro de administração, conforme o caso. Desligamento abrange, entre outras, as hipóteses de desligamento voluntário, pedido de demissão
TOTVS S.A. — Comunicação e Informática — 2023-04-19
de ausência em face de desaparecimento do Participante ou conselheiro de administração, conforme o caso. Desligamento abrange, entre outras, as hipóteses de desligamento voluntário, pedido de demissão, renúncia ao cargo, destituição, substituição ou não reeleição como administrador sem vínculo de emprego e rescisão do contrato de trabalho, por qualquer motivo, com ou sem justa causa, por iniciativa de qualquer das partes ou por mútuo acordo. “Diretoria” significa a diretoria estatutária da Companhia. “Estatuto Social” significa o Estatuto Social da Companhia. “Outorga ao Conselho” tem o significado atribuído na Cláusula 15.1 deste Plano. 1 Aprovado em Assembleia Geral Extraordinária realizada em 19 de abril de 2023. “Participantes” significa os empregados e administradores da Companhia e de suas controladas que sejam considerados elegíveis no âmbito de cada um dos Programas. “Períodos de Carência” significa o Período de Carência do Programa ILP Destaques, o Período de Carência do Programa ILP Performance e o Período de Carência do Programa ILP Master, em conjunto. “Período de Carência do Programa ILP Destaques” significa o período de carência de 3 (três) anos contados da assinatura do respectivo Contrato, após o qual o Participante adquire o direito de tornar-se titular das Ações Restritas outorgadas no âmbito do Programa ILP Destaques e a Companhia estará obrigada a transferir ao Participante as Ações Restritas nos termos do Contrato. Período de Carência do Programa ILP Perf