tovarich86/analise-ilp-dados huggingface dataset:
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
l. Qualquer ação concedida de acordo com o Plano de Ações Restritas fica sujeita a todos os termos e condições aqui estabelecidos (adicionalmente àqueles estabelecidos nos Programas de Ações Restritas e nos Contratos de Ações Restritas), termos e condições estes que prevalecerão em caso de conflito com as disposições de qualquer contrato ou documento mencionado neste documento. 7 10.8 Fica eleito o foro da comarca do Rio de Janeiro, com exclusão de qualquer outro, por mais privilegiado que seja, para dirimir as controvérsias que possam surgir com relação ao Plano de Ações Restritas e/ou aos Contratos de Ações Restritas. *** INCENTIVE PLAN WITH RESTRICTED SHARES MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF N.º 27.093.558/0001-15 The present Incentive Plan with Restricted Shares of MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. ("Company"), approved at the Extraordinary General Shareholders’ meeting held on July 18, 2018 ("Restricted Shares Plan"), establishes the general conditions for granting and concession restricted shares issued by the Company. 1 Plan Objectives The Restricted Shares Plan has the objective to allow the Company’s administrators and employees or its subsidiaries receive, without remuneration, shares issued by the Company, aiming at: (i) to create an interest alignment between the Company, its shareholders, employees of the Company e its subsidiaries; (ii) increase the generation of sustainable results; (iii) reinforce long-term orientation at deci
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
nterest alignment between the Company, its shareholders, employees of the Company e its subsidiaries; (ii) increase the generation of sustainable results; (iii) reinforce long-term orientation at decision making of the executes and employees of the Company; and (iv) talent retention. 2 Eligible Beneficiaries 2.1 May be elected as beneficiaries of the restricted shares grant according to the terms of the Restricted Shares Plan all the administrators and employees in a leadership position in the Company or other companies under its control ("Beneficiaries"), 3 Restricted Shares Plan’s Administration 3.1 The Restricted Shares Plan will be administrated by the Company’s Board of Directors, which may, according to restrictions set forth in Law, establish a committee specifically created to assist him in administrating the Restricted Shares Plan or assign such role to an already existing one ("Committee"). 3.1.1 Notwithstanding caput, no decision of the Board of Directors and/or the Committee may increase the total limit of the restricted shares that can be granted, according to limits set by this Restricted Shares Plan, by the articles of bylaws and by the General Shareholder's Meeting. 3.2 Obeying the general conditions of the Restricted Shares Plan and the guidelines established by the Extraordinary General Shareholders' meeting, the Company's Board of Directors will have broad powers to take all necessary and appropriate measures for the administration of the Restricted Shares
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
the Extraordinary General Shareholders' meeting, the Company's Board of Directors will have broad powers to take all necessary and appropriate measures for the administration of the Restricted Shares Plan (as indicated on item 4.1 below), including, but not limited to: (a) the decision about all and any measures related to the administration of this Restricted Shares Plan, details and application of the already established general rules, and the solution of interpretation doubts of the Restricted Shares Plan; (b) the establishment of quantitative and/or qualitative criterion to determine the eligibility of beneficiaries and restricted shares grant under the terms of this Restricted Shares Plan; 2 (c) the election of the Beneficiaries and the authorization to grant restricted shares in their favor, establishing all of the restricted shares' conditions to be granted, as well as the modification of such conditions when necessary to adjust to the law terms, rule or supervening regulation; (d) the decision as to the dates on which the restricted share will be granted, as well as on the opportunity of when it will be granted in relation to the Company's interests, preserving the concepts established in this Restricted Shares Plan; (e) the establishment and amendment of the terms of the Restricted Shares Programs (as defined on item 4.2 below), to be concluded between the Company and each Beneficiary; (f) the establishment and amendment of the dates on which the restricted shares ma
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
 Restricted Shares Programs (as defined on item 4.2 below), to be concluded between the Company and each Beneficiary; (f) the establishment and amendment of the dates on which the restricted shares may be granted , and the other terms and conditions of granting; and (g) the analysis of exceptional cases arising from, or related to, this Restricted Shares Plan. 3.3 The Board of Directors and the Committee will be subject to the limits and conditions established by law, by the regulations of the Securities Commission (CVM) and to this Restricted Shares Plan, and must comply with the guidelines established by the General Shareholders’ meeting. 3.4 In the exercise of its functions, the Board of Directors may treat differentiated way administrators and employees of the Company or companies under its control that are in a similar situation and elect, at its criteria, Beneficiaries, not being obliged by any rule of equality or analogy, to extend to all the conditions to understand applicable only to one or a few, 3.5 The deliberations of the Company's Board of Directors or the Committee (depending on the case) have binding force on all of the Company's matters regarding the Restricted Shares Plan. 4 Granting of Restricted Shares 4.1 On an annual basis, or whenever it deems appropriate during the term of this Restricted Shares Plan, the Company's Board of Directors will create restricted shares granting programs (“Restricted Shares Programs”), which determine, at the discretion of th
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
uring the term of this Restricted Shares Plan, the Company's Board of Directors will create restricted shares granting programs (“Restricted Shares Programs”), which determine, at the discretion of the Board of Directors: (i) the Beneficiaries in favor of which will be granted restricted shares under the Restricted Shares Plan; (ii) the number of shares that will be granted to the Company; (iii) conditions of the restricted shares receipt; (iv) rules on the restricted shares transference and any restriction to the received restricted shares; (v) the goals related to the performance of the Beneficiaries or the respective departments; and (vi) any other condition related to such restricted shares, always observing to the guidelines established in this Restricted Shares Plan. 4.2 The granting of the restricted shares according to the Restricted Shares Plan's terms is performed by entering into granting contract agreements between the Company and the Beneficiaries, which shall specify, without harming other determined conditions by the Board of Directors or the Committee (according to the case): (i) the amount of granted shares; (ii) the terms and conditions to receive the restricted shares, such as goals and any other condition (according parameters established in the respective Restricted Shares Program); (iii) the vesting period to transfer the restricted shares to the 3 Beneficiary, if that is the case, and (iv) any other additional terms and conditions as set forth in Restri
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
tricted Shares Program); (iii) the vesting period to transfer the restricted shares to the 3 Beneficiary, if that is the case, and (iv) any other additional terms and conditions as set forth in Restricted Shares Plan or within their Restricted Shares Program ("Restricted Shares Agreements"). 4.3 The Restricted Shares Agreements will be individually designed for each Beneficiary, enabling the Board of Directors or the Committee (according to the case) establish terms and differentiated conditions for each Restricted Shares Agreement, without the necessity of applying any rule of equality or analogy between the Beneficiaries, even if they are in similar or identical situations. 4.4 The acceptance of restricted shares under this Restricted Shares Plan and Restricted Shares Agreement signature by the Beneficiary are optional; however, with the signing of the Restricted Shares Agreement, the Beneficiaries will be agreeing to all the terms, as well as with the conditions of this Restricted Shares Plan. To this end, this Restricted Shares Plan and Restricted Shares Programs are an integral part of the contracts of the Restricted Shares Contracts. 4.5 The granting of restricted shares to the Beneficiary under the terms of this Restricted Shares Plan does not assure the right to subsequent grants. The definition of Beneficiaries of each grant is exclusive competence of the Board of Directors. 4.6 Without prejudicing any contrary provision contained in the Restricted Shares Plan or Res
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
t grants. The definition of Beneficiaries of each grant is exclusive competence of the Board of Directors. 4.6 Without prejudicing any contrary provision contained in the Restricted Shares Plan or Restricted Shares Programs or Restricted Shares Agreement, the granted shares and corresponding rights will all automatically be cancelled in the following cases: (a) through the rescission of the Restricted Shares Contract; (b) if the Company is dissolved, liquidated or files for bankruptcy; (c) in the cases specified on item 7.2 of this Plan; or (d) in other hypothesis expected in the Restricted Shares Program sir Restricted Shares Contracts, according to the case. 5 Shares Subject to the Plan 5.1 The granted shares according to the Restricted Shares Plan may, during the life of the Restricted Shares Plan, confer a number of shares that do not exceed 8,779,322 (eight million, seven hundred and seventy nine thousand, three hundred and twenty two shares) of common shares issued by the Company, corresponding to 5% of the Company’s share capital on the date of the approval of the Restricted Shares Plan. 5.2 With the purpose to satisfy the granting of the restricted shares granted under the terms of the Restricted Shares Plan, the Company shall use mandatorily, shares held in Treasury, since there will be no issuance of new shares to be subscribed. 5.3 The restricted shares received pursuant to the Restricted Shares Plan will retain all rights pertaining to its manner, in compliance wi
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
ce there will be no issuance of new shares to be subscribed. 5.3 The restricted shares received pursuant to the Restricted Shares Plan will retain all rights pertaining to its manner, in compliance with any restrictions on its subsequent transfer and other conditions set forth by the Board of Directors. 6 Transfer of Shares Restrictions 6.1 The Board of Directors or the Comittee, as the case may be, may provide that the divestiture of the restricted shares will be subject to terms and conditions, including prohibition of transfer during certain period or preemptive rights. In the latter case, the Company may indicate one or more third parties to receive restricted shares, Beneficiaries 4 or not of the Restricted Shares Plan, under the same conditions, in compliance with the specific conditions laid down in the respective Restricted Shares Plan. 6.2 The Board of Directors or the Committee, as the case may be, may impose other restrictions on the transfer of the Restricted Shares, after your receipt, without prejudice to the provisions in item 7.2 below, as established in the respective Restricted Shares Programs. 6.3 No Beneficiary will have any of the rights and privileges of a shareholder of the Company until its restricted shares are properly transferred, under this Restricted Shares Plan, Restricted Shares Programs and its respective Restricted Shares Contract. No shares will be delivered to the holder as a result of the grant unless all legal and regulatory requirements h
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
Shares Plan, Restricted Shares Programs and its respective Restricted Shares Contract. No shares will be delivered to the holder as a result of the grant unless all legal and regulatory requirements have been fully complied with. 7 Severance and its Effects 7.1 In the event the Beneficiary is laid off, with or without just cause, resigns or steps down from their job, retires, or suffers from permanent disability, or dies, the rights granted in accordance with the Restricted Shares Plan can either be extinguished or modified, as described in item 7.2, below. 7.2 If, at any time during the validity of the Restricted Shares Plan, the Beneficiary: (a) resigns voluntarily from the Company, or leave their management role, or is dismissed as a result of being fired for just cause, or failure to fulfill their duties adequately as a manager, the Beneficiary shall lose all rights to receive the restricted shares, and will remain in effect the restrictions set out in clause 6 above to the alienation of the shares that have already been transferred to the Beneficiary; (b) leaves the Company as a result of being fired with no just cause, or failure to fulfill their duties adequately as a manager, the beneficiary will have the right to receive, partially, on the date it leaves the Company, restricted shares not yet transferred, according to the proportional verification of the goal reached by the Beneficiary, based on the goal established in the respective Contract of Restricted Shares (ac
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
tricted shares not yet transferred, according to the proportional verification of the goal reached by the Beneficiary, based on the goal established in the respective Contract of Restricted Shares (according to the criteria established on Restricted Shares Program), observed that it will remain in force the restrictions provided in the Item 6 to disposition of Preferred Shares that (x) have already been transferred to the Beneficiary and (y) being transferred according to the rule established in this paragraph (b); (c) on retiring from the Company: the Beneficiary will have the right to receive, partially, after the course of grace period, restricted shares not yet transferred, in a calculated amount according to the goal established in the respective Contract of Restricted Shares (according to the criteria established on Restricted Shares Program), ceasing the restrictions provided in the Clause 6 above to disposition of Preferred Shares that (x) have already been transferred to the Beneficiary and (y) being transferred according to the rule established in this paragraph (c); (d) leaving the Company due to death or permanent disability, the Beneficiary, or its heirs or successors, as appropriate, will have the right of immediate receiving, partially, of restricted shares not yet transferred, in a calculated amount according to the goal reached by the Beneficiary, based on the goal established in the respective Contract of Restricted Shares (according to the criteria establis
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
 transferred, in a calculated amount according to the goal reached by the Beneficiary, based on the goal established in the respective Contract of Restricted Shares (according to the criteria established on Restricted Shares Program) until the moment it leaves the Company, ceasing the restrictions provided in the Item 6 above to disposition of Preferred Shares that (x) have already been transferred to the 5 Beneficiary and (y) being transferred according to the rule established in this paragraph (d); 7.3 Despite the 7.2 item, the Board of Directors or Committee (according to the case) can, at their exclusive criteria, whenever they deem that social interests are better met by this approach, chose not to abide by the rules stipulated in 7.2 item, and treat a determined Beneficiary in a differentiated and individual manner. 7.4 In the event of the transfer control of the Company during the course of the vesting period, the Beneficiary shall be entitled to immediately receive restricted shares that have not yet transferred, according to the calculation of the target hit by the Beneficiary, based on the goal established in the Restricted Shares Contract. 8 Restricted Shares Plan Threshold 8.1 The Restricted Shares Plan will take effect on the date of its approval by the General Shareholders' Meeting of the Company and will remain in force for an unlimited time, and can be extinguished at any time, by resolution of the General Shareholders' Meeting, or if the Company is dissolved,
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
holders' Meeting of the Company and will remain in force for an unlimited time, and can be extinguished at any time, by resolution of the General Shareholders' Meeting, or if the Company is dissolved, liquidated or files for bankruptcy 8.2 The rights guaranteed to the Beneficiaries pursuant to terms of the Restricted Shares Contracts existing on is time, will be maintained in case of extinction of the Restricted Shares Plan, except as otherwise provided in this Restricted Shares Plan or Restricted Shares Contract. 9 Dividends and Bonus 9.1 In compliance with the specific provisions of this Restricted Shares Plan, the shares received by the Beneficiaries will make jus to dividends, interest on equity and other earnings declared by the Company exclusively from the date of the transfer to the respective Beneficiary to satisfy the granting of the restricted shares under its Restricted Shares Contract. 10 General Arrangements 10.1 The granting of the shares under the Restricted Shares Plan will not prevent the Company from : (i) engaging in operations of corporate reorganization such as transformation, merger, demerger or merger of shares; (ii) the cancellation of the registration of the Company in the securities market; and (iii) the alienation of assets or ownership of any subsidiary of the Company, 10.2 In the hypothesis of 10.1 item above, The Board of Directors of the Company and the companies involved in such operations may decide by equity, at its discretion, determine, wit
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
y of the Company, 10.2 In the hypothesis of 10.1 item above, The Board of Directors of the Company and the companies involved in such operations may decide by equity, at its discretion, determine, without prejudice to other measures: (i) the replacement of the restricted shares by shares or other securities issued by the successor company of the Company, (ii) the anticipation of acquisition of entitlement to restricted shares in order to ensure the inclusion of the corresponding shares in the transaction in question; or (iii) the adoption of other measures aimed at preserving wholly or partly the position of the Beneficiaries under the circumstances. The provisions of this item have optional and discretionary, without creating right or expectation to Beneficiaries under any circumstances, 10.3 If the number, type and class of shares on the date of approval of the Restricted Shares Plan may be amended as a result of stock splits or reverse share splits, the Board of 6 Directors of the Company or the Committee (as applicable) shall perform the corresponding adjustment in the number, type and class of shares subject to restricted shares to be granted, to avoid distortions in the implementation of the Restricted Shares Plan, including the purposes of item 5 of the Restricted Shares Plan and within the limits of the Restricted Shares Plan. 10.4 No arrangements of the Restricted Shares Plan or restricted shares granted under the Plan will grant any Beneficiary the right to remain a
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
lan and within the limits of the Restricted Shares Plan. 10.4 No arrangements of the Restricted Shares Plan or restricted shares granted under the Plan will grant any Beneficiary the right to remain as an administrator and/or employee of the Company, or to interfere in any way in the right of the Company, at any time and subject to legal conditions and contract, to terminate the contract of employment of the employee and/or discontinue the mandate of the administrator, 10.5 Any legal change regarding the regulation of corporations to publicly held companies, labor legislation and/or tax effects of a stock option plan, may lead to a complete review of the Restricted Shares Plan. 10.6 The right to receive restricted shares granted in accordance with this Restricted Shares Plan, is personal and not transferable, so the Beneficiary cannot, under any circumstances, give, transfer or otherwise dispose of any third party options, or the rights and obligations attached to them, except in the events contemplated in Restricted Shares Plan, Restricted Shares Program or in the Restricted Shares Contract. 10.7 Omitted cases will be regulated by the Board of Directors or the Committee (as appropriate), consulted when he deems it is appropriate, the General Meeting. Any share granted under the Restricted Shares Plan shall be subject to all terms and conditions here established, terms and conditions shall prevail in case of inconsistency regarding provisions of any contract or document menti
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2018-07-18
Restricted Shares Plan shall be subject to all terms and conditions here established, terms and conditions shall prevail in case of inconsistency regarding provisions of any contract or document mentioned in this document. 10.8 It is hereby agreed that the courts of the City of Rio de Janeiro, to the exclusion of any other one, being more privileged or not, to resolve any dispute which may arise with respect to the Restricted Shares Plan and/or Restricted Shares Contracts. ***
MILLS LOCAÇÃO, SERVIÇOS E LOGÍSTICA S.A. — Serviços Transporte e Logística — 2016-04-28
MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF N.° 27.093.558/0001-15 NIRE 33.3.0028974-7 Companhia Aberta ATA DA ASSEMBLEIA GERAL ORDINÁRIA REALIZADA EM 28 DE ABRIL DE 2016 ANEXO II PLANO DE OPÇÃO DE COMPRA DE AÇÕES MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF N.º 27.093.558/0001-15 O presente Plano de Opção de Compra de Ações de MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. ("Companhia"), aprovado pela Assembleia Geral Extraordinária da Companhia realizada em 28 de abril de 2016, ("Plano"), estabelece as condições gerais de outorga de opções de compra de ações de emissão da Companhia nos termos do art. 168, § 3º, da Lei nº 6.404/76. 1. Objetivos do Plano 1.1. O Plano tem por objetivo permitir que administradores e empregados da Companhia ou de sociedades sob o seu controle recebam opções cujo exercício lhes dê o direito de, futuramente, subscrever ou adquirir ações da Companhia, com vistas a: (i) criar um alinhamento de interesses entre a Companhia, seus acionistas, e administradores e empregados da Companhia e de sociedades sob o seu controle; (ii) mitigar conflitos de agência; (iii) incrementar a geração de resultados de sustentáveis; e (iv) reforçar a orientação de longo prazo na tomada de decisões pelos executivos e empregados da Companhia. 2 2. Beneficiários Elegíveis 2.1. Poderão ser eleitos como beneficiários de outorgas de opção de compra de ações nos termos do Plano os administradores e empregados em posição de comando da Companhia ou de sociedad