tovarich86/analise-ilp-dados huggingface dataset:
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ee’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 as otherwise provided by the Board, notwithstanding any other term or condition of the Plan, if a Grantee engages in Detrimental Conduct, whether during the Grantee’s service or after the Grantee’s Separation from Service for any reason, in addition to any other penalties or restrictions that may apply under the Plan, state law or otherwise, the Grantee will forfeit or pay to the Company (1) any and all outstanding Awards granted to the Grantee, including Awards that have become vested or exercisable, (2) any cash or Shares received by the Grantee in connection with the Plan within the 36-month period immediately before the date the Company determines the Grantee has engaged in Detrimental Conduct and (3) the profit realized by the Grantee from the sale or other disposition for consideration of any Shares received by the Grantee in connection with the Plan within the 36-month period immediately before the date the Company determines the Grantee has engaged in Detrimental Conduct. 3.4. Deferral Arrangement. The Board may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish and in accordance with Code § 409A, which may include terms and conditions for the payment or crediting of intere
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
red compensation arrangement, subject to such rules and procedures as it may establish and in accordance with Code § 409A, which may include terms and conditions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred units. 3.5. No Liability. No member of the Board will be liable for any action or determination made in good faith with respect to the Plan, any Award or Award Agreement. 3.6. Book Entry. Notwithstanding any other term or condition of the Plan, the Company may elect to satisfy any requirement under the Plan for the delivery of certificates through the use of bookentry. 4. SHARES SUBJECT TO THE PLAN 4.1. Authorized Number of Shares. Subject to adjustment under Section 13, the total number of Shares authorized to be awarded under the Plan will not exceed 933,760,320. Shares issued under the Plan will consist in whole or in part of authorized but unissued Shares, treasury Shares or Shares purchased on the open market or otherwise, all as determined by the Company from time to time. If, for any reason, the Award encompass the grant of shares from the Affiliates, the total number of Shares authorized to be awarded under the Plan will not exceed 933,760,320. 4.2. Share Counting. 4.2.1. General. Each Share granted in connection with an Award, as well as any outstanding award granted under the Nu Holdings Share Option Plan, will be counted as one Share against the limit in Section 4.1, subject to this Section 4.2
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
n connection with an Award, as well as any outstanding award granted under the Nu Holdings Share Option Plan, will be counted as one Share against the limit in Section 4.1, subject to this Section 4.2. Share-based Performance Awards will be counted assuming maximum performance results (if applicable) until such time as actual performance results can be determined. 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. 4.2.2. Cash-Settled Awards. Any Award settled in cash will not be counted as Shares for any purpose under the Plan. Awards will be settled in cash to the extent that it would not implicate the regulatory capital of any of Company’s Affiliates or Subsidiaries. 4.2.3. Expired or Terminated Awards. If any Award expires or is terminated, surrendered or forfeited, in whole or in part, the unissued Shares covered by that Award will again be available for the grant of Awards. If any award previously granted under the Nu Holdings Share Option Plan expires or is terminated, surrendered or forfeited, in whole or in part, the unissued Shares covered by that award will again be available for the grant of Awards under the Plan. For the avoidance of doubt, the following will not again become available for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to any Award and (ii) any Shares tendered. 4.2.4. Substitute Aw
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
f doubt, the following will not again become available for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to any Award and (ii) any Shares tendered. 4.2.4. Substitute Awards. In the case of any Substitute Award, such Substitute Award will not be counted against the number of Shares reserved under the Plan. 5. EFFECTIVE DATE, DURATION, AND AMENDMENTS 5.1. Term. The Plan will be effective as of the Effective Date, provided that it has been approved by the Board and applicable Shareholders. The Plan will terminate automatically on the tenyear anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 5.2. 5.2. Amendment and Termination of the Plan. The Board may, at any time and from time to time, amend, suspend or terminate the Plan as to any Awards that have not been made. An amendment will be contingent on approval of the Shareholders to the extent stated by the Board, required by applicable law or required by applicable securities exchange listing requirements. Notwithstanding the foregoing, any amendment to Section 3.2 will be contingent on the approval of the Shareholders. No Awards may be granted after the Termination Date. The applicable terms and conditions of the Plan and any terms and conditions applicable to Awards granted before the Termination Date will survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension or termination of the Plan will, without the
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
able to Awards granted before the Termination Date will survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension or termination of the Plan will, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore awarded. 6. AWARD ELIGIBILITY AND LIMITATIONS 6.1. Service Providers. Awards may be made to any Service Provider as the Board may determine and designate from time to time. 6.2. Successive Awards. An eligible person may receive more than one Award, subject to such restrictions as are provided in the Plan. 6.3. Stand-Alone, Additional, Tandem and Substitute Awards. The Board may grant Awards either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Subsidiary or any business entity to be acquired by the Company or a Subsidiary, or any other right of a Grantee to receive payment from the Company or any Subsidiary. Such additional, tandem and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Board will have the right to require the surrender of such other Award in consideration for the grant of the new 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. Award. Subject to Sectio
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
o 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. Award. Subject to Section 3.2, the Board will have the right to make Awards in substitution or exchange for any other award under another plan of the Company, any Subsidiary or any business entity to be acquired by the Company or a Subsidiary. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Subsidiary, in which the value of Shares subject to the Award is equivalent in value to the cash compensation. 7. AWARD AGREEMENT Each Award will be evidenced by an Award Agreement, in such forms as the Board will from time to time determine. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice that provides that acceptance of the Award constitutes acceptance of all terms and conditions of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar terms and conditions but will be consistent with the terms and conditions of the Plan. 8. TERMS AND CONDITIONS OF OPTIONS 8.1. Option Price. The Option Price of each Option will be fixed by the Board and stated in the related Award Agreement. For U.S. taxpayers, the Option Price of each Option (except those that constitute Substitute Awards) will be at least the Fair Market Value on the
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 the Board and stated in the related Award Agreement. For U.S. taxpayers, the Option Price of each Option (except those that constitute Substitute Awards) will be at least the Fair Market Value on the Grant Date of a Share For non-U.S. taxpayers, the Option Price of each Option will be determined by the Board in its reasonable discretion. In no case will the Option Price of any Option be less than the par value of a Share. 8.2. Vesting. Subject to Section 8.3, each Option will become exercisable at such times and under such terms and conditions (including performance requirements) as may be determined by the Board and stated in the Award Agreement. 8.3. Term. Each Option will terminate, and all rights to purchase Shares thereunder will cease, upon the expiration of a period not to exceed ten years from the Grant Date or under such circumstances and on any date before ten years from the Grant Date as may be set forth in the Plan or as may be fixed by the Board and stated in the related Award Agreement. 8.4. Limitations on Exercise of Option. Notwithstanding any other term or condition of the Plan, in no event may any Option be exercised, in whole or in part, before the date the Plan is approved by the Board and applicable Shareholders as provided in the Plan or after the occurrence of an event that results in termination of the Option. 8.5. Method of Exercise. An Option that is exercisable may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setti
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
e of an event that results in termination of the Option. 8.5. Method of Exercise. An Option that is exercisable may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. To be effective, notice of exercise must be made in accordance with procedures established by the Company from time to time. 8.6. Rights of Holders of Options. Unless otherwise stated in the related Award Agreement, an individual holding or exercising an Option will have none of the rights of a Shareholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting of the subject Shares) until the Shares covered thereby are fully paid and issued to him. Except as provided in Section 13 or the related Award Agreement, no adjustment will be made for 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. dividends, distributions or other rights for which the record date is before the date of such issuance. 8.7. Nature of the Options. Except as otherwise provided in the applicable Award Agreement, to the extent permitted under applicable law, the provisions of the Plan relating to Options to purchase Shares will have a mercantile nature, be optional, o
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
rovided in the applicable Award Agreement, to the extent permitted under applicable law, the provisions of the Plan relating to Options to purchase Shares will have a mercantile nature, be optional, onerous, will not assure any future gains, and will not be interpreted as compensation or salary. 9. TERMS AND CONDITIONS OF RSUS 9.1. Restrictions. At the time of grant, the Board may establish a period of time (a “Restricted Period”) and any additional restrictions including the satisfaction of corporate or individual performance objectives applicable to an Award of RSUs in accordance with Section 3. Each Award of RSUs may be subject to a different Restricted Period and additional restrictions. RSUs cannot and may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or before the satisfaction of any other applicable restrictions. 9.2. Rights of Holders of RSUs. 9.2.1. Settlement of RSUs. RSUs may be settled in cash or Shares, as determined by the Board and set forth in the Award Agreement. The Award Agreement will also set forth whether the RSUs will be settled within the time period specified for “short term deferrals” under Code § 409A or otherwise within the requirements of Code § 409A, in which case the Award Agreement will specify upon which events such RSUs will be settled. 9.2.2. Voting and Dividend Rights. Unless otherwise stated in the applicable Award Agreement and subject to Section 15.12, holders of RSUs will
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ill specify upon which events such RSUs will be settled. 9.2.2. Voting and Dividend Rights. Unless otherwise stated in the applicable Award Agreement and subject to Section 15.12, holders of RSUs will not have rights as Shareholders, including no voting or dividend or dividend equivalents rights. 9.2.3. Creditor’s Rights. A holder of RSUs will have no rights other than those of a general creditor of the Company or its Affiliates. RSUs represent an unfunded and unsecured obligation of the Company of its Affiliates, subject to the applicable Award Agreement. 9.3. Delivery of Shares. Upon the expiration or termination of any Restricted Period and the satisfaction of any other terms and conditions prescribed by the Board, the restrictions applicable to RSUs settled in Shares will lapse, and, unless otherwise provided in the Award Agreement, appropriate action will be taken to deliver such Shares, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be. 10. FORM OF PAYMENT FOR OPTIONS Payment of the Option Price for an Option will be made in cash or in cash equivalents acceptable to the Company or its Affiliates. 11. TERMS AND CONDITIONS OF PERFORMANCE AWARDS The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance terms conditions as may be specified by the Board. The Board may use such business criteria and other measures of performance as it may d
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
rd, and the timing thereof, may be subject to such performance terms conditions as may be specified by the Board. The Board may use such business criteria and other measures of performance as it may deem appropriate in 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. establishing any performance terms or conditions. 12. REQUIREMENTS OF LAW 12.1. General. The Company will not be required to sell or issue any Shares under any Award if the sale or issuance of such Shares would constitute a violation by the Grantee, any other individual or the Company of any law or regulation of any governmental authority, including any federal or state securities laws or regulations. If at any time the Company determines that the listing, registration or qualification of any Shares subject to an Award on any securities exchange or under any governmental regulatory body is necessary or desirable as a term or condition of, or in connection with, the issuance or purchase of Shares under the Plan, no Shares may be issued or sold to the Grantee or any other individual exercising an Option unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any terms and conditions not acceptable to the Company, and any delay caused thereby will in no way affect the date of termination of the Award. Specifically, in con
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 been effected or obtained free of any terms and conditions not acceptable to the Company, and any delay caused thereby will in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any Shares underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the Shares covered by such Award, the Company will not be required to sell or issue such Shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such Shares under an exemption from registration under the Securities Act. The Company may, but will not be obligated to, register any securities covered by the Plan under the Securities Act. The Company will not be obligated to take any affirmative action to cause the exercise of an Option or the issuance of Shares under the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option will not be exercisable until the Shares covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) will be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 12.2. Rule 16b-3. During any time when the Company has a class of equity
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
diction apply) will be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 12.2. Rule 16b-3. During any time when the Company has a class of equity security registered under Exchange Act § 12, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any term or condition of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it will be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and will not affect the validity of the Plan. If Rule 16b-3 is revised or replaced, the Board may modify the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement. 13. EFFECT OF CHANGES IN CAPITALIZATION 13.1. Changes in Ordinary Shares. If (1) the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, share split, reverse split, combination of shares, exchange of shares, share dividend or other distribution payable in ordinary shares or other increase or decrease in such Shares effected without receipt of consideration by the Company occurring after the Amendment
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
es, share dividend or other distribution payable in ordinary shares or other increase or decrease in such Shares effected without receipt of consideration by the Company occurring after the Amendment Date or (2) there occurs any spin-off, split-up, extraordinary cash dividend or other distribution of assets by the Company, (i) the number and kinds of shares for which grants of Awards may be made, (ii) the number and kinds of shares for which outstanding Awards 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. may be exercised or settled and (iii) the performance goals relating to outstanding Awards, will be equitably adjusted by the Company, provided that any such adjustment will comply with Code § 409A. In addition, in the event of any such increase or decease in the number of outstanding shares or other transaction described in clause (2) above, the number and kind of shares for which Awards are outstanding and the Option Price per share of outstanding Options will be equitably adjusted, provided that any such adjustment will comply with Code § 409A. The provision in this Section 13.1 will be applicable to Shares of the Affiliates. 13.2. Change in Control. In the event of a Change of Control, all Ordinary Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction will be treated in the manner descr
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
nge in Control. In the event of a Change of Control, all Ordinary Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction will be treated in the manner described in the definitive transaction agreement (or, if there is no definitive transaction agreement with the Company, in the manner determined by the Board). Such determination does not need to treat all Awards (or all portions of an Award) in an identical manner. The treatment specified in the transaction agreement may include, without limitation, one or more of the following with respect to each outstanding Award: (1) Continuation of the Award by the Company (if the Company is the surviving company); (2) Assumption of the Award by the surviving company or its parent; (3) Substitution by the surviving company or its parent of a new award; (4) Cancellation of the Award and a payment to the Grantee of the intrinsic value, if any, of the vested portion of the Award, as determined by the Board of, in cash, cash equivalents or equity, subject to any escrow, holdback, earn-out or similar provisions in the transaction agreement; (5) Suspension of the Grantee’s right to exercise the Award during a limited period of time preceding the closing of the transaction if such suspension is administratively 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 connectio