MD&A and Financial Statements (PDF) - Banco Itaú

f) Stock Option Plan
I – Purpose and Guidelines of the Plan
Before the merger, Itaú and Unibanco had a Stock Option Plan. On April 24, 2009, Itaú’s plan was
restructured, and a new program was launched for Itaú Unibanco, called Stock Option Plan – “PLAN”. From
then on, no stock plan has been granted in the prior programs (Itaú Plan and Unibanco Plan), which exercise
prices are adjusted until the month prior to the option exercise date based on the IGP-M or IPCA, according
to series, until they are either exercised, cancelled or expire.
This program aims at involving the management members in the medium and long-term corporate
development process, through the granting of simple or bonus shares, personal, not pledged or transferable,
which entitle to the subscription of one authorized capital share or, at the discretion of the management, one
treasury share which is acquired for replacement purposes.
Such options may only be granted in years in which there are sufficient profits to distribute mandatory
dividends to stockholders and at a quantity that does not exceed the limit of 0.5% of the total shares held by
the stockholders at the base date of the year-end balance sheet. The ITAÚ UNIBANCO HOLDING’s
Personnel Committee is responsible for defining the total number of options to be granted, the eligible
beneficiaries, the type of option, the validity of the option series, and the vesting and blackout periods for
exercising the options. Options may be granted to directors and Board of Directors members of ITAÚ
UNIBANCO HOLDING and to the management members of controlled companies (“MANAGEMENT
MEMBERS”) or employees based on assessment of potential and performance.
ITAÚ UNIBANCO HOLDING carries out the settlement of this PLAN by delivering its own shares held in
treasury until the effective exercise of the options by the beneficiaries.
II – Characteristics of the Plan
II.I – Simple Options
The exercise price will be calculated based on the average prices of preferred shares at the
BM&FBOVESPA trading sessions over the period of at least one (1) and at the most three (3) months prior
to the option issue date, being permitted a positive or negative adjustment of up to 20%, and restated until
the last business day of the month prior to the option exercise date based on the IGP-M or, in its absence, on
the index stipulated by the Committee.
The vesting period will be from one (1) to seven (7) years, counted from the issuance date.
II.II – Bonus Options
The exercise price will be the performance of a positive covenant supported by the beneficiary’s obligation to
invest in the shares of ITAÚ UNIBANCO HOLDING or instrument based on such shares, a part or the total
amount of the bonus received in relation to the previous year, and keep the ownership of these shares
unchanged and without any type of liens from the option granting date until the option exercise date.
The purchase price of shares will be established every six months and it shall be equivalent to the average
share quotation at the BM&FBOVESPA in the 30 days prior to the determination of said price.
The vesting period will be from one (1) to seven (7) years, counted from the share purchase date.
Itaú Unibanco S.A. – - September0, 2010 143