tovarich86/analise-ilp-dados huggingface dataset:
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ties, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have corresponding meanings. “Board” means the Board of Directors of the Company. 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. “Business Combination” means the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company. “Change in Control” means, except as provided otherwise by the Board, the occurrence of any of the following events: (1) The acquisition by any Person of Beneficial Ownership of more than 50% of the outstanding voting power, provided that (i) any acquisition directly from the Company, (ii) any acquisition by the Company or any of its Subsidiaries, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries or (iv) any acquisition by any corporation under a transaction that complies with clauses (i), (ii) and (iii) of paragraph (2) below will not constitute a Change in Control for purposes of this paragraph. (2) Consummation of a Business Combination, unless after the Business Combination (i) all or substantially all of the Persons who were the Beneficial Owners, respectively, of the outstanding shares and out
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
onsummation of a Business Combination, unless after the Business Combination (i) all or substantially all of the Persons who were the Beneficial Owners, respectively, of the outstanding shares and outstanding voting securities immediately before the Business Combination own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company, as the case may be, of the entity resulting from the Business Combination (including an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately before such Business Combination, of the outstanding voting securities (provided that for purposes of this clause (i) any ordinary shares, common shares or voting securities of such resulting entity received by such Beneficial Owners in such Business Combination other than as the result of such Beneficial Owners’ ownership of outstanding shares or outstanding voting securities immediately before such Business Combination will not be considered to be owned by such Beneficial Owners for the purposes of calculating their percentage of ownership of the outstanding ordinary shares, common shares and voting power of the resulting entity), (ii) no Person (excluding any entity resulting from such Business Combination
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
heir percentage of ownership of the outstanding ordinary shares, common shares and voting power of the resulting entity), (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from the Business Combination) becomes the Beneficial Owner, directly or indirectly, of 30% or more of the combined voting power of the then outstanding voting securities of such entity resulting from the Business Combination unless such Person owned 30% or more of the outstanding shares or outstanding voting securities immediately before the Business Combination and (iii) at least a majority of the members of the Board of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination. For purposes of this paragraph, any Person who acquires outstanding voting securities of the entity resulting from the Business Combination by virtue of ownership, before such Business Combination, of outstanding voting securities of both the Company and the entity or entities with which the Company is combined will be treated as two Persons after the Business Combination, who will be treated as owning outstanding voting securities of the entity resulting from the Business Combination by virtue of ownership, before such Business Combination of, respectively, outstand
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
n, who will be treated as owning outstanding voting securities of the entity resulting from the Business Combination by virtue of ownership, before such Business Combination of, respectively, outstanding voting securities of the Company, and of the entity or entities with which the Company is combined. (3) Approval by the Shareholders of a complete liquidation or dissolution of the Company. Solely to the extent required by Code § 409A, an event described above will not constitute a Change in Control for purposes of the payment (but not vesting) terms and conditions of any Award 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. subject to Code § 409A unless such event also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Code § 409A. “Code” means the United States Internal Revenue Code of 1986, as amended. “Committee” means the Compensation Committee of the Board or any committee or other person or persons designated by the Board to administer the Plan. The Board will cause the Committee to satisfy the applicable requirements of any securities exchange on which the Ordinary Shares may then be listed. For purposes of Awards to Grantees who are subject to Exchange Act § 16, the “Committee” means all of the members of the Co
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 of any securities exchange on which the Ordinary Shares may then be listed. For purposes of Awards to Grantees who are subject to Exchange Act § 16, the “Committee” means all of the members of the Committee who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act. All references in the Plan to the Board will mean such Committee or the Board. “Company” means Nu Holdings Ltd. “Consultant” means any person, except an employee or Non-Employee Director, engaged by the Company or any Subsidiary, to render personal services to such entity, including as an advisor, under a written agreement and who qualifies as a consultant or advisor under Form S-8. “Detrimental Conduct” means, as determined by the Company, the Grantee’s serious misconduct or unethical behavior, including (1) any violation by the Grantee of a restrictive covenant agreement that the Grantee has entered into with the Company or an Affiliate (covering, for example, confidentiality, non-competition, non-solicitation and non-disparagement), (2) the commission of a criminal act by the Grantee, whether or not performed in the workplace, that subjects, or if generally known would subject, the Company or an Affiliate to public ridicule or embarrassment or other improper or intentional conduct by the Grantee causing reputational harm to the Company, an Affiliate or a client or former client of the Company or an Affiliate, (3) the Grantee’s breach of a fiduciary duty owed to the Company or an A
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
the Grantee causing reputational harm to the Company, an Affiliate or a client or former client of the Company or an Affiliate, (3) the Grantee’s breach of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the Company or an Affiliate, (4) the Grantee’s intentional violation or grossly negligent disregard of the Company’s or an Affiliate’s policies, rules or procedures or (5) the Grantee taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that result in a significant financial loss to the Company or its Affiliates. “Disability” will be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement. If there is no such definition, “Disability” means, as determined by the Company and unless otherwise provided in the applicable Award Agreement, the Grantee is unable to perform each of the essential duties of the Grantee’s position by reason of a medically determinable physical or mental impairment that is potentially permanent in character or that can be expected to last for a continuous period of not less than 12 months. “Effective Date” means January 1, 2020. “Exchange Act” means the United States Securities Exchange Act of 1934. “Fair Market Value” of a Share as of a particular date means the average closing price of a Share as quoted on such exchange or other comparable reporting system for the 30 consecutive trading days ending
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
r Market Value” of a Share as of a particular date means the average closing price of a Share as quoted on such exchange or other comparable reporting system for the 30 consecutive trading days ending on the last business day immediately preceding the applicable date or any other reasonable 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. period as determined by the Company or the Board. Notwithstanding the foregoing, if the Board determines that an alternative definition of Fair Market Value should be used in connection with the grant, exercise, vesting, settlement or payout of any Award, it may specify such alternative definition in the applicable Award Agreement. Such alternative definition may include a price that is based upon a valuation report prepared by an independent and specialized appraisal firm or, in the case of Shares that are listed on a securities exchange, the opening, actual, high, low or average selling prices of a Share on the applicable securities exchange on the given date, the trading date preceding the given date, the trading date next succeeding the given date, or an average of trading days, as the case may be. “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, broth
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ly Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the applicable individual’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than 50% of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual) control the management of assets and any other entity in which one or more of these persons (or the applicable individual) own more than 50% of the voting interests. “GAAP” means U.S. Generally Accepted Accounting Principles. “Grant Date” means the latest to occur of (1) the date as of which the Board approves an Award, (2) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 or (3) such other date as may be specified by the Board in the Award Agreement. “Grantee” means a person who receives or holds an Award. “Non-Employee Director” means a member of the Board who is not an employee. “Nu Holdings Share Option Plan” means the Nu Holdings Ltd. Share Option Plan adopted on October 17, 2016, lastly amended effective August 30, 2021, and as it may be amended from time to time. “Ordinary Share” means a Class A Ordinary share of the Company. “Option” means a n
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
an adopted on October 17, 2016, lastly amended effective August 30, 2021, and as it may be amended from time to time. “Ordinary Share” means a Class A Ordinary share of the Company. “Option” means a non-qualified option to purchase one or more Shares under the Plan. No Option issued under the Plan will be considered an incentive option within the meaning of Code § 422. “Option Price” means the exercise price for each Share subject to an Option. “Performance Award” means an Award made subject to the attainment of performance goals (as described in Section 11) over a performance period established by the Board, and includes an Annual Incentive Award. “Person” means a person as defined in Exchange Act § 13(d)(3). “Plan” means this Nu Holdings Ltd. 2020 Omnibus Incentive Plan. “Restricted Period” will have the meaning set forth in Section 9.1. 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. “RSU” means a bookkeeping entry representing the equivalent of Shares, awarded to a Grantee under Section 9. “Securities Act” means the United States Securities Act of 1933. “Separation from Service” means the termination of the applicable Grantee’s employment with, and performance of services for, the Company and each Affiliate. Unless otherwise determined by the Company, if a Grantee’s employment or service with the Company or an Affiliate terminates bu
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
t with, and performance of services for, the Company and each Affiliate. Unless otherwise determined by the Company, if a Grantee’s employment or service with the Company or an Affiliate terminates but the Grantee continues to provide services to the Company or an Affiliate in a non-employee director capacity or as an employee, officer or consultant, as applicable, such change in status will not be deemed a Separation from Service. A Grantee employed by, or performing services for, an Affiliate or a division of the Company or an Affiliate will not be deemed to incur a Separation from Service if such Affiliate or division ceases to be an Affiliate or division of the Company, as the case may be, and the Grantee immediately thereafter becomes an employee of (or service provider to) or member of the board of directors of the Company or an Affiliate or a successor company or an affiliate or subsidiary thereof. Approved temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Affiliates will not be considered Separations from Service. Notwithstanding the foregoing, with respect to any Award that constitutes nonqualified deferred compensation under Code § 409A, “Separation from Service” will mean a “separation from service” as defined under Code § 409A. “Service Provider” means an employee, officer, Non-Employee Director or Consultant of the Company or an Affiliate. “Share” means one Class A Ordinary Share of the Com
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ce” as defined under Code § 409A. “Service Provider” means an employee, officer, Non-Employee Director or Consultant of the Company or an Affiliate. “Share” means one Class A Ordinary Share of the Company or of its Affiliates. “Shareholder” means a shareholder of the Company. “Subsidiary” means any corporation, partnership, joint venture, affiliate or other entity in which the Company owns more than 50% of the voting shares or voting ownership interest, as applicable, or any other business entity designated by the Board as a Subsidiary for purposes of the Plan. “Substitute Award” means any Award granted in assumption of or in substitution for an award of a company or business acquired by the Company or a Subsidiary or with which the Company or a Subsidiary combines. “Termination Date” means the date that is ten years after the Effective Date, unless the Plan is earlier terminated by the Board under Section 5.2. 3. ADMINISTRATION OF THE PLAN 3.1. General. The Board will have such powers and authorities related to the administration of the Plan as are consistent with the Company’s Articles of Association and applicable law. The Board will have the power and authority to delegate its powers and responsibilities under the Plan to the Committee, which will have full authority to act in accordance with its charter, and with respect to the authority of the Board to act under the Plan, all references to the Board will be deemed to include a reference to the Committee, to the extent s
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
n accordance with its charter, and with respect to the authority of the Board to act under the Plan, all references to the Board will be deemed to include a reference to the Committee, to the extent such power or responsibilities have been delegated. Except as specifically provided in Section 12 or as otherwise may be required by applicable law, regulatory 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. requirement, or the Articles of Association of the Company, the Board will have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and will have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and conditions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan. The Committee will administer the Plan, provided that the Board will retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements of any securities exchange on which the Ordinary Shares may then be listed. The interpretation and construction by the Board of the Plan, any Award or any Award Agreement will be final, binding and conclusive. Without limitation, the Board will have f
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ares may then be listed. The interpretation and construction by the Board of the Plan, any Award or any Award Agreement will be final, binding and conclusive. Without limitation, the Board will have full and final authority, subject to the other terms and conditions of the Plan, to (1) designate Grantees, (2) determine the type or types of Awards to be made to a Grantee, (3) determine the number of Shares to be subject to an Award, (4) establish the terms and conditions of each Award (including the Option Price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer or forfeiture of an Award or the Shares subject thereto, (5) prescribe the form of each Award Agreement and (6) amend, modify or supplement the terms and conditions of any outstanding Award, including the authority, to effectuate the purposes of the Plan, to modify Awards to foreign nationals or individuals who are employed outside of Brazil or the United States or to recognize differences in local law, tax policy or custom. To the extent permitted by applicable law, the Board may delegate its authority as identified in the Plan to any individual or committee of individuals (who need not be directors), including the authority to make Awards to Grantees who are not subject to Exchange Act § 16. To the extent that the Board delegates its authority to make Awards as provided by this Section 3.1, all references in the Plan to t
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
o make Awards to Grantees who are not subject to Exchange Act § 16. To the extent that the Board delegates its authority to make Awards as provided by this Section 3.1, all references in the Plan to the Board’s authority to make Awards and determinations with respect thereto will be deemed to include the Board’s delegate. Any such delegate will serve at the pleasure of, and may be removed at any time by the Board. 3.2. No Repricing. Notwithstanding any other term or condition of the Plan, the repricing of Options is prohibited without prior approval of the Shareholders. For this purpose, a “repricing” means (1) changing an Option to lower its Option Price, (2) any other action that is treated as a “repricing” under GAAP, (3) repurchasing for cash or canceling an Option at a time when its Option Price is greater than the Fair Market Value of the underlying Shares in exchange for another Award or (4) or any other action that has the same effect as clauses (1), (2) or (3), unless the actions contemplated in clauses (1), (2), (3) or (4) occur in connection with a change in capitalization or similar change under Section 13. A cancellation and exchange under clause (3) would be considered a “repricing” regardless of whether it is treated as a “repricing” under GAAP and regardless of whether it is voluntary on the part of the Grantee. 3.3. Separation from Service, Clawbacks and Detrimental Conduct. 3.3.1. Separation from Service. Unless otherwise provided under an Award Agreement an
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ether it is voluntary on the part of the Grantee. 3.3. Separation from Service, Clawbacks and Detrimental Conduct. 3.3.1. Separation from Service. Unless otherwise provided under an Award Agreement and to the extent permitted under applicable law, if a Grantee incurs in a Separation from Service, the Company will annul and cancel the unvested portion of any Award. 3.3.2. Clawbacks. All awards, amounts or benefits received or outstanding under the Plan will be subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance with any Company clawback or similar policy or any applicable law related 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. to such actions. A Grantee’s acceptance of an Award will be deemed to constitute the Grantee’s acknowledgement of and consent to the Company’s application, implementation and enforcement of any applicable Company clawback or similar policy that may apply to the Grantee, whether adopted before or after the Effective Date, and any applicable law relating to clawback, cancellation, recoupment, rescission, payback or reduction of compensation, and the Grantee’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or applicable law, without further consideration or action. 3.3.3. Detrimental Conduct. Except