tovarich86/analise-ilp-dados huggingface dataset:
TOTVS S.A. — Comunicação e Informática — 2025-04-23
 the Company's People and Compensation Committee, as provided for in the Company's bylaws, or such other Committee as may be specifically created or designated by the Board of Directors to manage the Plan, as applicable. "Company" means TOTVS S.A. "Fair Reason" means the practice of an action in violation of the Law, the Bylaws, or the policies and/or regulations of the Company and/or any of its controlled companies (as applicable), and/or any behavior equivalent to just cause, pursuant to art. 482 of Decree-Law 5,452/43 (CLT). “Grant to the Board” has the meaning given in Clause 15.1 of this Plan. “ILP Destaques Program” means the program, subject to this Plan, in which the Committee may, annually and based on an individual performance assessment, which adopts an objective methodology approved by the Board of Directors that includes objective criteria such as results, and behaviors and is informed to the respective Participants, nominate certain employees of the Company and/or controlled companies in non-executive positions (below the executive manager or other position that may replace it) who are considered, in the above-mentioned assessment, “Highlights of the Year”. Although it is possible, there is no rule that determines the nomination of the same Participant in consecutive years. “ILP Master Program” means the program, subject to this Plan, aimed at a selected group of individuals considered as key and critical to the Company and/or controlled companies. Annually, the
TOTVS S.A. — Comunicação e Informática — 2025-04-23
e years. “ILP Master Program” means the program, subject to this Plan, aimed at a selected group of individuals considered as key and critical to the Company and/or controlled companies. Annually, the Committee may appoint Participants who hold the position of executive manager or higher (or other positions that may replace them), whether they are employees or statutory executive officers. Eligibility for the ILP Master Program is subject to individual performance assessment, conducted based on an objective methodology approved by the Board of 1 Approved by the Extraordinary General Meeting held on April 23rd, 2025. ​ 1 Directors that is informed to the respective Participants, which includes criteria such as results and behaviors. To be entitled to the Restricted Shares, a Participant must comply with the “share ownership guideline” that requires a proof of ownership of Shares, the market value of which corresponds to twelve (12) monthly fixed gross salaries. This proof must be provided: (i) at the final term of the three (3) year period following the date of the granting of the Restricted Shares; (ii) on the last day of the months of May, August, and November subsequent to the end of such three (3) year period until the date of the effective delivery/transfer of the Restricted Shares by the Company; and (iii) on the date of the effective delivery/transfer of the Restricted Shares by the Company. In the event that any submission date for proof coincides with a period during
TOTVS S.A. — Comunicação e Informática — 2025-04-23
Shares by the Company; and (iii) on the date of the effective delivery/transfer of the Restricted Shares by the Company. In the event that any submission date for proof coincides with a period during which share trading is prohibited, the verification will be conducted on the second business day following the end of the relevant restriction. In case a Participant does not meet any of these conditions, he/she will not be entitled to receive the Restricted Shares at the end of the Vesting period of the ILP Master Program. The Participant is the sole responsible for complying with these conditions and must take into account any changes in his/her monthly fixed gross salary and any changes in the market value of the Company's shares. Although it is possible, there is no rule that determines the nomination of the same Participant in consecutive years. “ILP Performance Program” means the program, subject to this Plan, in which executive officers of the Company and/or controlled companies may be appointed annually by the Committee. Participants who hold the position of executive manager or higher (or other positions that may replace them), whether they are employees or members of the statutory executive officers, are eligible, as long as they achieve the Company's long-term internal and external performance indicators determined annually by the Board of Directors and informed to the Participants, besides the individual performance assessment, which adopts an objective methodology ap
TOTVS S.A. — Comunicação e Informática — 2025-04-23
 external performance indicators determined annually by the Board of Directors and informed to the Participants, besides the individual performance assessment, which adopts an objective methodology approved by the Board of Directors, also informed to the respective Participants, and includes criteria such as results and behaviors. “Participants” means the employees and management members of the Company (except members of the Board of Directors) and its controlled companies, who are considered eligible under each of the Long-Term Incentive Programs. “Plan” means this Share-Based Compensation Plan, also referred to as “Plan 4”. “Programs” or “Long-Term Incentive Programs” means, together, the ILP Destaques Program, the ILP Performance Program, and the ILP Master Program, and do not cover Grants to the Board of Directors. “Restricted Shares” means the Shares that will be delivered/transferred, pursuant to this Plan (including those delivered/transferred pursuant to Chapter III) and the Plans. "Shares" means the common shares issued by the Company. "Termination" means any action or fact that puts an end to the legal relationship between, on the one hand, the Participant or member of the Board of Directors, and on the other hand, the Company, except in cases of retirement by the Brazilian National Social Security Institute (INSS) due to permanent disability, death, or court declaration of absence due to the disappearance whether of the Participant or the member of the Board of Dir
TOTVS S.A. — Comunicação e Informática — 2025-04-23
lian National Social Security Institute (INSS) due to permanent disability, death, or court declaration of absence due to the disappearance whether of the Participant or the member of the Board of Directors, as the case may be. The word 'termination' covers, among others, any voluntary dismissal, request for dismissal, resignation, removal, replacement or non-reelection as a management member without an employment relationship, and termination of an employment contract for any reason, for a Fair Reason or not, at the initiative of either party, or upon mutual agreement. “Vesting Periods” means the Vesting Period for the ILP Destaques Program, the Vesting Period for the ILP Performance Program, and the Vesting Period for the ILP Master Program considered together. “Vesting Period for the ILP Destaques Program” means the vesting period of 3 (three) years from the execution of the corresponding Agreement, after which the Participant is entitled to become the holder of the Restricted Shares granted within the scope of the ILP Destaques Program, at which time the Company shall transfer such Restricted Shares to the Participant, under the terms of the Agreement and subject to the provisions of Clause 6.1 of this Plan. ​ 2 “Vesting Period of the ILP Performance Program” means the vesting period of 3 (three) years from the execution of the corresponding Agreement, after which the Participant is entitled to become the holder of the Restricted Shares granted within the scope of the ILP
TOTVS S.A. — Comunicação e Informática — 2025-04-23
g period of 3 (three) years from the execution of the corresponding Agreement, after which the Participant is entitled to become the holder of the Restricted Shares granted within the scope of the ILP Performance Program. The transfer of such Restricted Shares by the Company to the Participant will be subject to the achievement of long-term, internal and external performance indicators, as provided for in the respective Agreement, besides compliance with the provisions of Clause 6.1 of this Plan. “Vesting Period for the ILP Master Program” means the vesting period of 5 (five) years from the execution of the corresponding Agreement, after which the Participant is entitled to become the holder of the Restricted Shares granted within the scope of the ILP Master Program, at which time the Company shall transfer such Restricted Shares to the Participant, under the terms of the Agreement and subject to the provisions of Clause 6.1 of this Plan. 2​ PURPOSES OF THE PLAN The Plan aims to: (i) set clear rules so that Participants or members of the Board of Directors can receive Shares without having to pay a price for them; (ii) increase the alignment of interests of Participants and members of Board of Directors in the medium and long term with the shareholders' interests, increasing the sense of ownership and commitment through the concepts of investment and risk; (iii) strengthen the incentives for long-term permanence and stability within the context of a publicly held company; and
TOTVS S.A. — Comunicação e Informática — 2025-04-23
sense of ownership and commitment through the concepts of investment and risk; (iii) strengthen the incentives for long-term permanence and stability within the context of a publicly held company; and (iv) foster the increase in the Company's long-term performance, as determined based on strategic business indicators. 3​ QUANTITATIVE LIMIT 3.1​ Based on this Plan, Restricted Shares representing a maximum of 5% (five percent) of the total Shares into which the Company's capital stock is divided may be delivered/transferred. 3.2​ For the purposes of this Plan, Shares maintained as treasury stock or that the Company may acquire for such purpose will be used, in compliance with applicable regulations. Alternatively, the Company may choose to pay the Restricted Shares in cash. In the event of payment in cash, the amount to be paid to a Participant must be equivalent to the number of Restricted Shares to which the Participant is entitled to receive from the Company, multiplied by the closing price of the Company's Shares on the day of the transfer, after the end of the Vesting Period, deducted from the Withholding Income Tax and other taxes that may be payable by the Participant. 4​ MANAGEMENT OF THE PLAN 4.1​ Program Management. The Programs (which do not cover the Grants to the Board) will be managed by the Committee, which will have the authority to interpret them, having, among others, the required authority to: (a)​ approve the Programs set forth in this Plan, as well as their
TOTVS S.A. — Comunicação e Informática — 2025-04-23
) will be managed by the Committee, which will have the authority to interpret them, having, among others, the required authority to: (a)​ approve the Programs set forth in this Plan, as well as their corresponding regulations; (b)​ decide on any and all measures related to the administration of the Programs, and interpret and apply the general rules established herein, subject to the provisions of Clause 4.1.4; (c)​ select, among the persons eligible to take part in the Programs, those who will take part in them in a given fiscal year or establish the criteria for their determination; (d)​ determine the number of Restricted Shares to be granted on each Participant under the Programs, subject to the quantitative limit provided for in Clause 3.1; (e)​ approve the Agreement to be entered into between the Company and each of the Participants; (f)​ amend the Program provisions as necessary towards its management, as well as to meet Company interests, as long as (a) such amendments do not violate the provisions of this Plan or of the Programs; or (b) Participants’ rights arising from or related to the Programs are not harmed. This limitation excludes any adaptations that the Committee might perform in consequence of changes implemented in the law in force; ​ 3 (g)​ examine exceptional cases arising from or related to the Long-Term Incentive Programs; and (h)​ exclusively with regard to the Programs, settle doubts regarding the interpretation of the general rules set forth in this
TOTVS S.A. — Comunicação e Informática — 2025-04-23
 cases arising from or related to the Long-Term Incentive Programs; and (h)​ exclusively with regard to the Programs, settle doubts regarding the interpretation of the general rules set forth in this Plan, and address omitted cases. 4.1.2​ The Committee decisions will have a binding nature on the Company and the Participants, when they are made in compliance with this Plan, the respective Program or the applicable laws. 4.1.3​ None of the Participants may take part in discussions within the Committee regarding this Plan or any Program or Agreement. 4.1.4​ Besides, none of the Participants may, in any other bodies of the Company management, attend discussions or vote for any matter in which the Participant has a potential interest as regards this Plan, the Long-Term Incentive Programs, or any Agreement, as well as concerning his/her individual compensation within the scope of this Plan. 4.2​ Exception to the Plan Management. The Committee shall not be entitled to determine, nor may it change the rules concerning the granting of Restricted Shares to the Board of Directors, pursuant to Chapter III below, and the Board of Executive Officers shall have authority to implement the Grant to the Board pursuant to this Plan as approved by the General Meeting. 5​ DELIVERY PRICE OF RESTRICTED SHARES 5.1​ The Restricted Shares will be granted and delivered/transferred free of charge, as long as the terms of this Plan are complied with, especially the Vesting Periods and the rules containe
TOTVS S.A. — Comunicação e Informática — 2025-04-23
D SHARES 5.1​ The Restricted Shares will be granted and delivered/transferred free of charge, as long as the terms of this Plan are complied with, especially the Vesting Periods and the rules contained in each Program and Agreement. 5.2​ The reference price for the delivery of the Restricted Shares, for the purposes of this Plan, will correspond to the closing quotation of the Company's shares on the date of transfer of said Restricted Shares, subject to the provisions of Clause 6.1, or, except for the Restricted Shares granted under Chapter III, another amount calculated in accordance with criteria determined by the Committee that reflects the market price of the Shares. 5.3​ The Company will hold a portion of the Restricted Shares to pay for the Withholding Income Tax and any other taxes owed by the Participant, levied on the total number of Restricted Shares to which the Participant is entitled. Thus, the following will be effectively transferred to the Participant: (i) only the number of Restricted Shares net of those necessary to cover the costs of Withholding Income Tax and other taxes payable by the Participant; and/or (ii) in the event that the Company chooses to make the payment related to the Restricted Shares in cash, the amount in Reais resulting from the sale of Restricted Shares by the Company, which exceeds the costs of Withholding Income Tax and other taxes that may be payable by the Participant. 5.4​ The number, kind, and class of the Restricted Shares in the
TOTVS S.A. — Comunicação e Informática — 2025-04-23
ricted Shares by the Company, which exceeds the costs of Withholding Income Tax and other taxes that may be payable by the Participant. 5.4​ The number, kind, and class of the Restricted Shares in the Agreement will be adjusted on a pro rata basis in view of: (i) change in the Company's capital structure; and/or (ii) bonus, split, or reverse split of Shares made by the Company. 6​ TRANSFERS OF RESTRICTED SHARES 6.1​ Except as provided in Clause 13.2.1 and subject to the terms of Clause 13.4, subject to the continuation of the employment bond and/or statutory bond, as the case may be, between the Participant or the member of the Board of Directors and the Company and/or the Company's controlled companies until the end of the applicable Vesting Period and the rules contained in each Agreement, the Restricted Shares will be transferred by the Company to the Participant or the member of the Board of Directors, as the case may be, within 60 (sixty) days from the end of the Vesting Period, as applicable, as well as under the terms of the Agreement. 7​ NO INTERFERENCE IN THE EMPLOYMENT OR STATUTORY RELATIONSHIP 7.1​ None of the provisions set forth in this Plan may be construed as constituting additional rights to the Participants, whether they are employees and/or statutory executive officers, or to the members of the Board of Directors, as the case may be, in addition to those inherent to Restricted Shares. This Plan also does not guarantee the ​ 4 permanence of the Participants a
TOTVS S.A. — Comunicação e Informática — 2025-04-23
fficers, or to the members of the Board of Directors, as the case may be, in addition to those inherent to Restricted Shares. This Plan also does not guarantee the ​ 4 permanence of the Participants as an employee and/or management member of the Company and/or in the companies controlled by the Company, nor will it in any way interfere with the right of the Company and/or its controlled companies, as the case may be, to terminate, at any time, the relationship maintained with the Participant or member of the Board of Directors, subject to the legal conditions and those of the employment or management contract (in the case of statutory managers without an employment relationship). 8​ DELIMITATION OF THE RIGHTS OF THE PARTICIPANT OR MEMBER OF THE BOARD OF DIRECTORS 8.1​ No Participant or member of the Board of Directors will have any of the rights and privileges of a Company's shareholder until the date of the effective transfer, by the Company, of the ownership of the Restricted Shares to the respective Participant or member of the Board of Directors. 9​ DIVIDENDS AND BONUSES 9.1​ The Restricted Shares will be entitled to the dividends, interest on shareholder's equity and other payments (in full, under equal conditions with the other Company shareholders) declared by the Company only from the date of the actual transfer of the ownership of the Restricted Shares to the Participants or members of the Board of Directors, as the case may be. CHAPTER II – LONG-TERM INCENTIVE FOR P
TOTVS S.A. — Comunicação e Informática — 2025-04-23
only from the date of the actual transfer of the ownership of the Restricted Shares to the Participants or members of the Board of Directors, as the case may be. CHAPTER II – LONG-TERM INCENTIVE FOR PARTICIPANTS 10​ PARTICIPANTS IN LONG-TERM INCENTIVE PROGRAMS AND DISTRIBUTION OF RESTRICTED SHARES 10.1​ Participants who meet the criteria set forth in this Plan and, as applicable, in the respective Programs, including featured individuals in their respective areas and executive officers who hold certain positions selected by the Committee, are eligible to take part in the Long-Term Incentive Programs (as defined in Chapter I above, collectively means the ILP Destaques Program, the ILP Performance Program, and the ILP Master Program, and do not cover Grants to the Board of Directors). 10.2​ The Committee is responsible for nominating annually the Participants in the Long-Term Incentive Programs, among the Participants eligible to take part in each of the Programs and who meet the criteria set forth in this Plan, or by setting forth criteria for their determination, as well as approve the distribution of the Restricted Shares within their scope. 11​ LONG-TERM INCENTIVE PROGRAMS 11.1​ Pursuant to Clause 4.1(a) and subject to the provisions of this Plan, the Committee is in charge of approving and regulating the Programs constituting this Plan, as well as approving the corresponding Agreements. 11.2​ Pursuant to Clause 12.1, the participation of each Participant in the Long-Term I
TOTVS S.A. — Comunicação e Informática — 2025-04-23
approving and regulating the Programs constituting this Plan, as well as approving the corresponding Agreements. 11.2​ Pursuant to Clause 12.1, the participation of each Participant in the Long-Term Incentive Programs will be made through the execution of the respective Agreement, which will provide for the granting of the corresponding Restricted Shares, as well as the terms and conditions for their delivery/transfer, subject to the provisions of this Plan. The execution of the Agreement by the Participant implies the acceptance of all the conditions of this Plan, as well as those of the corresponding Program. 11.3​ The Restricted Shares granted within the scope of each one of the Programs are fully delivered/transferred to the Participant at the end of the applicable Vesting Periods, observing the provisions of Clauses 5 and 6 of this Plan and the particularities of each Program. 11.4​ The Committee should implement annual cycles of granting for each one of the Programs, in accordance with the criteria defined therein, and the maximum limit of shares that can be granted within the scope of this Plan, as set forth in Clause 3.1. 11.5​ The number of Restricted Shares to be granted in each of the Programs will be stipulated based on: (i) the amount of the compensation assigned to each of the Participants, within the scope of the respective Programs, as ​ 5 recommended by the Committee, based on the individual assessment and performance criteria of each Participant, as well as
TOTVS S.A. — Comunicação e Informática — 2025-04-23
each of the Participants, within the scope of the respective Programs, as ​ 5 recommended by the Committee, based on the individual assessment and performance criteria of each Participant, as well as on the market positioning references in relation to the anchoring and alignment of the executive officers' compensation package; (ii) divided by the average closing price of the Shares in the last 60 (sixty) trading sessions of the fiscal year immediately prior to the year of the grant or other methodology to be defined by the Committee. 11.6​ Bonus on Restricted Shares for Attracting Key Individuals. Subject to the dilution limit of the Plan as provided for in Section 3.1, and, in the case of Participants who are members of the Statutory Board of Executive Officers, the overall limit of Management's compensation approved annually by the Company's General Meeting, the Committee may, at its sole discretion, use any remaining balance of Restricted Shares to grant them, at its discretion, to a restricted number of key individuals that the Company and/or its controlled companies wish to attract. 11.6.1​ The granting of Restricted Shares within the scope of this Clause will be subject to the Vesting Period of at least three (3) years from the date of granting the Restricted Shares, in addition to Participant Termination rules and other specific terms and conditions freely determined by the Committee, as may be established in the respective Agreements. 12​ RESTRICTED SHARE GRANTING AGR