IRR310313.pdf - Banco Itaú

f) Stock Option Plan
I – Purpose and Guidelines of the Plan
The ITAÚ UNIBANCO HOLDING has a stock option plan for its executives. This program aims at involving the
management members in the medium and long-term corporate development process, by granting simple stock
options or partner options, personal, not pledgeable or transferable, which entitle to the subscription of one
authorized capital share or, at the discretion of the management, one treasury share which has been acquired for
replacement purposes.
Such options may only be granted in years in which there are sufficient profits to enable the distribution of
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 quantity, the beneficiaries, the type of option, the life of
the option under each series, which may range from a minimum of 5 and a maximum of 10 years, and the vesting
period for exercising the options and the period the acquired shares are unavailable due to the exercise of the
options. The executive officers and Board of Directors members of ITAÚ UNIBANCO HOLDING and of its
subsidiaries and employees may participate in this program, based on assessment of potential and performance.
Currently, ITAÚ UNIBANCO HOLDING settles the benefits under this PLAN only by delivering its own shares,
which are held in treasury until the effective exercise of the options by the beneficiaries.
II - Characteristics of the Programs
II.I – Simple Options
Prior Programs
Before the merger, Itaú and Unibanco each had Stock Option Plans (Prior Programs). The eligible beneficiaries of
the program were granted simple options, depending upon the individual employee performance. The exercise
price is 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; alternatively, subject
to the 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 either on the IGP-M or IPCA, in its absence, based on the index determined by the
committee. Options are no longer granted under this model.
Post-Merger Program
The eligible beneficiaries of the program are granted simple options, dependent upon the individual employee
performance. The exercise price is calculated based on the average prices of preferred shares at the
BM&FBOVESPA in the last three months of the year prior to the granting date or, alternatively, subject to the
positive or negative adjustment of up to 20%. The exercise price is adjusted based on the IGPM or, in its absence,
based on the index determined by the committee.
The vesting period is from one (1) to seven (7) years, counted from the issue date.
II.II – Partners Plan
Executives selected to participate in the program may invest a percentage of their bonus to acquire shares or they
have the right to receive shares (“Share-Based Instrument”). Title to the shares acquired, as well as the sharebased
instruments, should be held by the executives for a period of 3 to 5 years and they are subject to market
fluctuation. At the time they acquire own shares and/or share-based instruments, Partner Options are granted in
accordance with the classification of executives. Vesting period of Partners Options or share-based instruments is
from 1 to 7 years. Share-based instruments and Partner options are converted into own shares of ITAÚ
UNIBANCO HOLDING in the ratio of one preferred share for each instrument after the respective vesting period,
with no payment of amounts in legal tender during the exercise.
The acquisition price of own shares and Share-Based Instruments is established every six months and it is
equivalent to the average preferred share quotation at the BM&FBOVESPA trading sessions in the 30 days prior
to the determination of said price.
Itaú Unibanco Holding S.A. – Complete Financial Statements – Mach 31, 2013 174