tovarich86/analise-ilp-dados huggingface dataset:
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
tively necessary to permit the closing of the transaction. For the avoidance of doubt, the Board has discretion to accelerate, in whole or part, the vesting and exercisability of an Award in connection with a Change of Control, regardless of whether or not such acceleration is contemplated in the applicable Award Agreement. 13.3. Adjustments. Adjustments under this Section 13 related to Share or other securities of the Company will be made by the Board. No fractional Shares or other securities will be issued under any such adjustment, and any fractions resulting from any such adjustment will be eliminated in each case by rounding downward to the nearest whole Share. 14. NO LIMITATIONS ON COMPANY The grant of Awards will not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. Este documento foi assinado digitalmente por Celia Polacow Korn. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código 0C5C-943F-6543-A64B. 15. TERMS APPLICABLE GENERALLY TO AWARDS 15.1. Disclaimer of Rights. No term or condition of the Plan or any Award Agreement will be construed to confer on any individual the right to remain in the employ or service of the Company or any Subsidiary, or to interfere in any way with any contractual
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
lan or any Award Agreement will be construed to confer on any individual the right to remain in the employ or service of the Company or any Subsidiary, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding any other term or condition of the Plan, unless otherwise stated in the applicable Award Agreement, no Award will be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a Service Provider. The obligation of the Company to pay any benefits under the Plan will be interpreted as a contractual obligation to pay only those amounts described in the Plan, in the manner and under the terms and conditions prescribed in the Plan. The Plan will in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the Plan. 15.2. Nonexclusivity of the Plan. Neither the adoption of the Plan nor the submission of the Plan to applicable Shareholders for approval will be construed as creating any limitations on the right and authority of the Board to adopt such other incentive compensation arrangements (either applicable generally to classes of individuals or specifica
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
onstrued as creating any limitations on the right and authority of the Board to adopt such other incentive compensation arrangements (either applicable generally to classes of individuals or specifically to particular individuals), as the Board determines desirable. 15.3. Withholding Taxes and Contributions. The Company or a Subsidiary, as the case may be, will have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state or local taxes and contributions of any kind required by law, in any jurisdiction, to be withheld (1) with respect to the grant of an Award, (2) the vesting of or other lapse of restrictions applicable to an Award, (3) upon the issuance or any transfer of any Shares, upon the Settlement of RSUs, upon the exercise of an Option or (4) otherwise due in connection with an Award. At the time of such grant, vesting, lapse or exercise, issuance or other event, the Grantee will pay to the Company or the Subsidiary, as the case may be, any amount that the Company or the Subsidiary may reasonably determine to be necessary to satisfy such withholding obligation. The Company or the Subsidiary, as the case may be, may require or permit the Grantee to satisfy such obligations, in whole or in part, (i) by causing the Company or the Subsidiary to withhold up to the maximum required number of Shares otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation or (ii) by delivering an amount corresponding to t
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 to withhold up to the maximum required number of Shares otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation or (ii) by delivering an amount corresponding to the tax or contribution due, in cash, so the Company or a Subsidiary, as the case may be, may levy the taxation on the Grantee’s behalf. The Shares so delivered or withheld will have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the Shares used to satisfy such withholding obligation will be determined by the Company or the Subsidiary as of the date that the amount of tax or contribution to be withheld is to be determined. To the extent applicable, a Grantee may satisfy his withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. 15.4. Other Terms and Conditions and Employment Agreements. Each Award Agreement may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board. In the event of any conflict between the terms and conditions of an employment agreement and the Plan, the terms and conditions of the employment agreement will govern. 15.5. No Guarantee of Continued Service. The granting or vesting of any Award under the Este documento foi assinado digitalmente por Celia Polacow Korn. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código 0C5C-943F-6543-
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 Award under the Este documento foi assinado digitalmente por Celia Polacow Korn. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código 0C5C-943F-6543-A64B. Plan does not constitute an express or implied promise of continued engagement as an employee, Consultant or Non-Employee Director of the Company or its Subsidiaries for the vesting period, for any period, or at all, and will not interfere in any way with the right of the Company or any Subsidiary to effect a Separation from Service at any time, nor will it be construed to amend or modify the terms of any employment, consultancy, directorship, or other service agreement between a Grantee and the Company or any Subsidiary. 15.6. No Acquired Rights. The grant of any Award under the Plan is voluntary and occasional and does not give the Grantee any contractual or other right to receive Awards or benefits in lieu of Awards in the future, even if a Grantee has have received Awards repeatedly in the past. 15.7. Separation from Service. The Board will determine the effect of a Separation from Service on Awards, and such effect will be set forth in the appropriate Award Agreement. Without limiting the foregoing, the Board may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, the actions that may be taken upon the occurrence of a Separation from Service, including accelerated vesting or termination, depending on the circums
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 time thereafter with the consent of the Grantee, the actions that may be taken upon the occurrence of a Separation from Service, including accelerated vesting or termination, depending on the circumstances surrounding the Separation from Service. The Company will have the exclusive discretion to determine when there has been a Separation from Service, regardless of any notice period or period of pay in lieu of such notice that may be required. 15.8. Severability. If any term or condition of the Plan or any Award Agreement is determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining terms and conditions of the Plan and the Award Agreement will be severable and enforceable, and all terms and conditions will remain enforceable in any other jurisdiction. 15.9. Governing Law. The Plan and all Award Agreements will be construed in accordance with and governed by the laws of the Cayman Islands without regard to the principles of conflicts of law that could cause the application of the laws of any jurisdiction other than the Cayman Islands. For purposes of resolving any dispute that arises under the Plan, each Grantee will be subject to venue, jurisdiction and other dispute resolution provisions set forth in the applicable Award Agreement. The Plan is not intended to be subject to the United States Employee Retirement Income Security Act of 1974. 15.10. Code § 409A and § 457A . The Plan is intended to comply with Code § 409A and § 457A to the e
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 is not intended to be subject to the United States Employee Retirement Income Security Act of 1974. 15.10. Code § 409A and § 457A . The Plan is intended to comply with Code § 409A and § 457A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan will be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Code § 409A will not be treated as deferred compensation unless applicable laws require otherwise. For purposes of Code § 409A, each installment payment under the Plan will be treated as a separate payment. Notwithstanding any other term or condition of the Plan, to the extent required to avoid accelerated taxation or tax penalties under Code § 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under the Plan during the six-month period immediately after the Grantee’s Separation from Service will instead be paid on the first payroll date after the six-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Board will have any obligation to take any action to prevent the assessment of any additional tax or Este documento foi assinado digitalmente por Celia Polacow Korn. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código 0C5C-943F-6543-A64B. pe
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
l tax or Este documento foi assinado digitalmente por Celia Polacow Korn. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código 0C5C-943F-6543-A64B. penalty on any Grantee under Code § 409A or § 457A and neither the Company nor the Board will have any liability to any Grantee for such tax or penalty. 15.11. Transferability of Awards. 15.11.1. Transfers in General. Except as provided in Section 15.11.2, no Award will be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s personal representative) may exercise rights under the Plan. 15.11.2. Family Transfers. If authorized in the applicable Award Agreement and upon written consent from the Company, a Grantee may transfer, not for value, all or part of an Award to any Family Member. For the purpose of this Section 15.11.2, a “not for value” transfer is a transfer that is a gift, a transfer under a domestic relations order in settlement of marital property rights or a transfer to an entity in which more than 50% of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. After a transfer under this Section 15.11.2, any such Award will continue to be subject to the same terms and conditions as were applicable immediately before transfer. Subsequent transfers of transferred Aw
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 transfer under this Section 15.11.2, any such Award will continue to be subject to the same terms and conditions as were applicable immediately before transfer. Subsequent transfers of transferred Awards are prohibited except to Family Members of the original Grantee in accordance with this Section 15.11.2 or by will or the laws of descent and distribution. 15.12. Dividend Equivalent Rights. If specified in the Award Agreement, the recipient of an Award may be entitled to receive dividend equivalent rights with respect to the Shares or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth in the Award Agreement. Dividend equivalents credited to a Grantee may be paid in cash or deemed to be reinvested in additional Shares or other securities of the Company at a price per unit equal to the Fair Market Value of a Share on the date that such dividend was paid to Shareholders. Notwithstanding the foregoing, dividends or dividend equivalents will not be paid on any Award or portion thereof that is unvested or on any Award that is subject to the achievement of performance criteria before the Award has become earned and payable. 15.13. Data Protection. Where consent is required under applicable data privacy law, a Grantee’s acceptance of an Award will be deemed to constitute the Grantee’s acknowledgement of and consent to the collection and processing of personal data relating to the Grantee so that the Company can meet its ob
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ance of an Award will be deemed to constitute the Grantee’s acknowledgement of and consent to the collection and processing of personal data relating to the Grantee so that the Company can meet its obligations and exercise its rights under the Plan and generally administer and manage the Plan. This data will include data about participation in the Plan and Shares offered or received, purchased, or sold under the Plan and other appropriate financial and other data (such as the date on which the Awards were granted) about the Grantee and the Grantee’s participation in the Plan. 15.14. Plan Construction. In the Plan, unless otherwise stated, the following uses apply: (1) References to a statute or law refer to the statute or law and any amendments and any successor statutes or laws, and to all valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder, as amended, or their successors, as in effect at the relevant time; (2) In computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until” and “ending Este documento foi assinado digitalmente por Celia Polacow Korn. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código 0C5C-943F-6543-A64B. on” (and the like) mean “to and including”; (3) Indications of time of day will be based on the time applicable t
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ite https://www.portaldeassinaturas.com.br:443 e utilize o código 0C5C-943F-6543-A64B. on” (and the like) mean “to and including”; (3) Indications of time of day will be based on the time applicable to the location of the principal headquarters of the Company; (4) The words “include,” “includes” and “including” (and the like) mean “include, without limitation,” “includes, without limitation” and “including, without limitation” (and the like), respectively; (5) All references to articles and sections are to articles and sections in the Plan; (6) All words used will be construed to be of such gender or number as the circumstances and context require; (7) The captions and headings of articles and sections have been inserted solely for convenience of reference and will not be considered a part of the Plan, nor will any of them affect the meaning or interpretation of the Plan; (8) Any reference to an agreement, plan, policy, form, document or set of documents, and the rights and obligations of the parties under any such agreement, plan, policy, form, document or set of documents, will mean such agreement, plan, policy, form, document or set of documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and (9) All accounting terms not specifically defined will be construed in accordance with GAAP. 15.15. Language. If the Plan or any other document related to thereto is translated into a language other than Eng
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 accounting terms not specifically defined will be construed in accordance with GAAP. 15.15. Language. If the Plan or any other document related to thereto is translated into a language other than English, and if the translated version is different from the English version, the English language version will take precedence. By acceptance of the Award, the Grantee confirms having read and understood the documents relating to the Plan including, without limitation, the Plan, the Award Agreement and the RSU Terms attached to the Award Agreement, which were provided in English, and waives any requirement for the Company or its Subsidiaries to provide these documents in any other language. Este documento foi assinado digitalmente por Celia Polacow Korn. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código 0C5C-943F-6543-A64B.
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
504857431.8 1 NOTICE OF CONTINGENT SHARES AWARD Nu Holdings Ltd. 1. FOR GOOD AND VALUABLE CONSIDERATION, Nu Holdings Ltd., a Cayman Islands exempted company (the “Company”), on its own behalf or on behalf of any Affiliate (as defined below) of the Company whether now existing or hereafter incorporated (the “Designated Affiliate”), as determined by the Board of Directors of the Company (or a duly authorized and appointed committee thereof) in its discretion, hereby grants to Rua California Ltd., a Cayman Islands exempted company (the “Grantee”) the contingent right to be issued a number of Class A Ordinary Shares of the Company of a par value of US$0.000006666666667 each (as such par value may be adjusted in the event of any share splits, share dividends, combinations, subdivisions, recapitalizations or the like) (“Shares”) to be determined as set forth in this Notice of Contingent Shares Award (the “Notice”), subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Contingent Shares Award (the “Terms”). Grant Date: [__________], 2021 (the “Grant Date”)1 2. Number of Shares and Conditions to Issuance: Shares shall be issued to the Grantee by the Company, on its own behalf or on behalf of the Designated Affiliate, as determined by the Board of Directors of the Company (or a duly authorized and appointed committee thereof) in its discretion, only if both of the following conditions are satisf
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
signated Affiliate, as determined by the Board of Directors of the Company (or a duly authorized and appointed committee thereof) in its discretion, only if both of the following conditions are satisfied: subject to paragraphs 7 and 10 below (if applicable), (a)(i) one of the milestone events described below occurs, and (ii) from the Grant Date through the date that is five (5) years after the Grant Date (the “Fifth Anniversary Date”) David Vélez Osorno (“Vélez”) continues to be related to the Company or any of its Affiliates, whether as a director, officer, employee or consultant (“Relationship”), and (b) the Grantee continues to be owned and controlled by Vélez. For the avoidance of doubt, once a First Milestone Event or Second Milestone Event has been achieved, if the value of the Company drops below the level at which such event was achieved it will not have the effect of reversing the achievement. # Milestone Event Number of Shares to be Issued 1 The earlier of: (a) the closing of the first Applicable Transaction (as defined below), in which the price or equivalent economic terms of such Applicable Transaction were determined based on a pre-money valuation of the Company per share that is equal to or greater than US$18.69 per share but less than US$35.30 per share, as verified and confirmed by the Board of Directors of the Company, or a duly authorized and appointed committee thereof (as each such value per share may be adjusted in the event of any share splits, share di
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ed and confirmed by the Board of Directors of the Company, or a duly authorized and appointed committee thereof (as each such value per share may be adjusted in the event of any share splits, share dividends, combinations, subdivisions, recapitalizations or the like); or (b) the first time that the volume-weighted average price per share of the Company’s Class A Ordinary Shares has been equal to or greater than US$18.69 per share but less than US$35.30 The number of Shares (the “First Milestone Shares”) that would be equal to 1% of the total number of Ordinary Shares of the Company as of immediately following the occurrence of the First Milestone Event and the issuance of such First Milestone Shares, determined on an asconverted, fully-diluted basis. 1 NTD: The Grant Date is expected to be the date on which this award agreement is signed. Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. 504857431.8 2 per share, for a period of 60 consecutive trading days on the principal stock exchange on which the Company’s Class A Ordinary Shares are listed or quoted (as each such price per share may be adjusted in the event of any share splits, share dividends, combi
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 the principal stock exchange on which the Company’s Class A Ordinary Shares are listed or quoted (as each such price per share may be adjusted in the event of any share splits, share dividends, combinations, subdivisions, recapitalizations or the like) (the “First Milestone Event”). 2 The earlier of: (a) the closing of the first Applicable Transaction (as defined below), in which the price or equivalent economic terms of such Applicable Transaction were determined based on a pre-money valuation of the Company per share that is equal to or greater than US$35.30 per share, as verified and confirmed by the Board of Directors of the Company, or a duly authorized and appointed committee thereof (as such value per share may be adjusted in the event of any share splits, share dividends, combinations, subdivisions, recapitalizations or the like); or (b) the first time that the volume-weighted average price per share of the Company’s Class A Ordinary Shares has been equal to or greater than US$35.30 per share for a period of 60 consecutive trading days on the principal stock exchange on which the Company’s Class A Ordinary Shares are listed or quoted (as such price per share may be adjusted in the event of any share splits, share dividends, combinations, subdivisions, recapitalizations or the like) (the “Second Milestone Event”). The number of Shares (the “Second Milestone Shares”) that would be equal to 1% of the total number of Ordinary Shares of the Company as of immediately follo