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MarketScreener Homepage  >  Equities  >  Bolsa de valores de Sao Paulo  >  Marfrig Global Foods    MRFG3   BRMRFGACNOR0

MARFRIG GLOBAL FOODS

(MRFG3)
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Marfrig Global Foods : Minutes of the Board of Directors Meeting - Stock Option

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08/14/2019 | 07:32pm EDT

MARFRIG GLOBAL FOODS S.A.

Corporate Taxpayer ID (CNPJ/MF): 03.853.896/0001-40

Company Registry (NIRE): 35.300.341.031

Publicly Held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING

HELD ON AUGUST 14, 2019

Date, Time and Place: Meeting of the Board of Directors of Marfrig Global Foods S.A. ("Company"), located at Avenida Queiroz Filho, nº 1.560, Bloco 5, Torre Sabiá, 3º andar, Sala 301, Vila Hamburguesa, CEP 05319-000, in the city and state of São Paulo, held on August 14, 2019, at 10 a.m.

Call Notice and Attendance: Call notice was waived in view of the presence of all the

directors of the Company: Marcos Antonio Molina dos Santos, Chairman of the Board of Directors, Alain Emilie Henry Martinet, Antonio dos Santos Maciel Neto, Herculano Aníbal Alves, Marcia Aparecida Pascoal Marçal dos Santos, Roberto Faldini, Roberto Silva Waack and Rodrigo Marçal Filho.

Presiding Board: Chairman: Marcos Antonio Molina dos Santos; Secretary: Heraldo Geres.

Agenda: To deliberate on the creation of the Executive Specific Program XIII (2018/2019 - LP) for beneficiaries of the Company's Stock Option Plan.

Resolutions: Considering that the members of the Compensation, Corporate Governance and Human Resources Committee appreciated the terms of the Executive Specific Program XIII (2018/2019 - LP) (Annex I) and recommended its submission to the Board of Directors, the members of the Board of Directors, on an ongoing basis, resolved on its approval in accordance with item 4 of the Company's Stock Option Plan approved at the Extraordinary Shareholders Meeting held on May 29, 2009. The members of the Board of Directors also resolved to ratify all acts previously performed within the scope of Executive Specific Program XIII, and the Board of Executive Officers is authorized to take all the necessary measures and to perform the necessary acts to effectively and fully comply with the resolutions herein. Closure: There being no further matters to address, these minutes were drawn up, read, approved and signed by all the directors in attendance. Signatures: Presiding Board: Chairman: Marcos Antonio Molina dos Santos; Secretary: Heraldo Geres. Directors

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BDM - August 14, 2019 - Stock Option

present: Marcos Antonio Molina dos Santos - Chairman of the Board of Directors, Alain Emilie Henry Martinet, Antonio dos Santos Maciel Neto, Herculano Aníbal Alves, Marcia Aparecida Pascoal Marçal dos Santos, Roberto Faldini, Roberto Silva Waack and Rodrigo Marçal Filho.

I certify that this is a true copy of the original minutes drawn up in the records of the

Company.

São Paulo, August 14, 2019.

__________________________________

Heraldo Geres

Secretary

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MARFRIG GLOBAL FOODS S.A.

BDM - August 14, 2019 - Stock Option

ANNEX I

FREE TRANSLATION

MARFRIG GLOBAL FOODS S.A.

A public company

Taxpayer ID (CNPJ/MF) 03.853.896/0001-40

State Registration (NIRE) 35.300.341.031

STOCK OPTIONS PLAN

SPECIFIC PROGRAM

1. Executive Specific Program XIII (2018/2019 - LP)

  1. This Executive Specific Program XIII (2018/2019 - LP) (the "Specific Program") was approved and established by the Board of Directors of Marfrig Global Foods S.A. ("Company") according to a ratification decision taken at a Board meeting held on August 14, 2019, after approval had been given by the Compensation, Corporate Governance and Human Resources Committee. This Specific Program has been adopted in line with the stock options program foreseen under Chapter 4 of the Stock Options Plan of the Company (the "Plan").
  2. The Plan was originally approved at an Extraordinary Shareholders' Meeting held on May 7, 2007, and later amended and restated pursuant to shareholder action approved at an
    Extraordinary Shareholders' Meeting held on May 29, 2009.

2. Objectives of the Specific Program

2.1 Having regard to the framework established by applicable legislation and regulations, and as provided in the Plan, on giving Beneficiaries (as defined under Section 3 hereof) the ability to elect to buy shares of the Company by exercising stock options, this Specific

Program aims at (a) driving business growth and success, whereas ensuring the Company's business purpose is accomplished; (b) aligning the interests of Executives with those of the shareholders; and (c) operating as an Executive retention strategy.

3. Eligibility

  1. Under this Specific Program, eligible beneficiaries are the directors and officers and other senior executives and service providers of the Company or any of its subsidiaries (the "Beneficiaries").
  2. The Beneficiaries of this Specific Program have been selected based on individual performance in the course of fulfilling their responsibilities.

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BDM - August 14, 2019 - Stock Option

4. Stock Options Grants

  1. This Specific Program grants Beneficiaries the option to buy ("Call Option") up to one million nine hundred thousand (1,900,000) registered common shares with no par value, which as of the date hereof represent an interest in 0.31%of the Company's shares of capital stock issued and outstanding. The stock options will be exercisable pursuant to the terms and conditions established in this Specific Program.
  2. The actual option grants awarded under this Specific Program shall be formalized by means of a stock option grant agreement the Company will execute with each Beneficiary (the "Option Grant Agreement").

5. Option Exercise

  1. Under this Specific Program, each Beneficiary shall be entitled to exercise the stock options pursuant to a staggered vesting period, as follows:
    1. a share lot comprising 25% of the aggregate number of shares comprising the option grant (the "Underlying Shares") shall vest on March 3, 2020, and will be exercisable from the vesting date through to September 2, 2020;
    2. a share lot comprising 25% of the Underlying Shares shall vest on March 3, 2021, and will be exercisable from the vesting date through to September 2, 2021;
    3. a share lot comprising 25% of the Underlying Shares shall vest on March 3, 2022, and will be exercisable from the vesting date through to September 2, 2022; and
    4. a share lot comprising 25% of the Underlying Shares shall vest on March 3, 2023, and will be exercisable from the vesting date through to September 2, 2023.
  2. Vested options exercised on or before the end of the exercise period, as set forth above, will require the Company to issue shares to the relevant Beneficiaries and the parties to sign the proper documentation having regard to the formalities prescribed by law and the Company bylaws, provided, as the case may be, certain legal and regulatory transfer restrictions shall apply.
  3. Vested options that a Beneficiary fails to exercise for shares of the Company within the relevant exercise period (as prescribed herein) shall expire with no right to indemnity of any kind. Each vested share lot under an option grant shall be exercisable only for the full number of shares comprising that particular lot.
  4. In addition to meeting applicable legal and regulatory rules, Beneficiaries shall be required to have adhered to the Securities Trading Policy established by the Company by signing the relevant instrument of adherence. Any breach of the commitments thus undertaken shall be deemed to constitute cause for employment termination.

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BDM - August 14, 2019 - Stock Option

6. Exercise Price and Payment Conditions

  1. The exercise price per share for which an option is exercisable under the Specific Program is R$2.910960 (the "Exercise Price"), which has been set as the average closing price per share for the twenty (20) trading days (at the stock exchange operated by BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros, or "BM&FBOVESPA") immediately preceding the base date which is the first business day of the month of March 2019, after adjusting such average by a fifty percent (50%) discount.
  2. An option exercise shall be required to be made against payment of the Exercise Price, by the Beneficiary to the Company, in one lump sum and with the Beneficiary's own financial resources. Upon receiving confirmation of such payment, the Company shall arrange for the registrar and custodian of the shares of the Company to register the shares thus acquired to the relevant Beneficiary.

7. Effectiveness

7.1 This Specific Program takes effect from the date hereof, and may terminate at any time pursuant to a decision of the Board of Directors or of shareholders convening in a general meeting, provided it shall nonetheless be valid and effective in respect of options granted prior to the termination date, such as foreseen in Sections 8 and 9 below.

8. Option Expiration

8.1 The rights granted to a Beneficiary under this Specific Program shall expire automatically as provided herein and in the relevant Option Grant Agreement.

9. Termination of a Beneficiary

  1. In the event of resignation or termination of a Beneficiary, his/her rights hereunder may terminate or otherwise change in accordance with subsection 9.2 below.
  2. If, at any time during the effectiveness of a Call Option, a Beneficiary were to:
  1. leave the Company, whether by resigning his/her office in the Company or his/her position as employee of the Company, (i) any vesting options as of the event date shall legally and automatically expire irrespective of prior notice and with no right to indemnity; and (ii) vested options at the event date shall be exercisable within thirty
    1. days thereafter, following which any unexercised option shall legally and automatically expire irrespective of prior notice and with no right to indemnity;
  2. be terminated by the Company without cause (i) any vesting options and any unexercised vested options at the event date shall legally and automatically expire irrespective of prior notice and with no right to indemnity; and (ii) vested options at the event date shall be exercisable in the termination year, through to the end of the

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MARFRIG GLOBAL FOODS S.A.

BDM - August 14, 2019 - Stock Option

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Marfrig Global Foods SA published this content on 14 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 August 2019 23:31:02 UTC

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