Gol Linhas Aereas Inteligentes S A : announces Stock Option Plan

GOL LINHAS AÉREAS INTELIGENTES S.A.

Publicly held Company

CNPJ (Corporate Taxpayer Identification Number) No. 06.164.253/0001-87

NIRE 35.300.314.441

LONG TERM INCENTIVE PLAN - STOCK OPTION PLAN

This Long-Term Incentive Plan - Stock Option Plan is governed by the provisions below and by the applicable law.

1 DEFINED TERMS

1.1 The words and expressions below, when used with initials in capital letters, will have the following meanings assigned to them:

"Stock"means any and all preferred stock issued by the Company.

"Restricted Stock" means the preferred stock issued by the Company to be granted to the Participants, subject to the conditions established in the Plan and in the respective Contracts.

"General Meeting" means any and all general meetings of shareholders of the Company.

""B3"

means B3 S.A. - Brasil, Bolsa, Balcão.

"Management means the Company's people management and

Committee" corporate governance committee or other specific committee that may be created by the Board of Directors to replace it, with powers and assignments granted to advise the Board of Directors in the management, implementation and/or coordination of the Plan.

"Internal Evaluation means the non-statutory committee of the

Committee" Company.

"Company"	means Gol Linhas Aéreas Inteligentes S.A.
"Board	of means the Board of Directors of the Company.
Directors"

"Contract"	means each Option Grant Agreement to be entered
		into individually with each Participant of this Plan.
"Grant date"	means, unless otherwise expressly provided for in
		the Agreement, the date on which the Board of
		Directors determines the number of Options to be
		granted to Participants.
"CVM	(Exchange	means CVM Instruction No. 567, of September 17,
and	Securities	2015, as amended or any other that may replace it.
Commission)
Instruction 567"
"For Cause"	means the violation of the duties and
		responsibilities of the managers provided for in the
		applicable legislation, in the Company's bylaws
		and in this Plan, as well as those provided for in the
		labor legislation, in the event the Participant is an
		employee of the Company.
"Stock Options"	means the stock options granted by the Company
		under this Plan.
"Participants"	means the Eligible Persons determined by the
		Internal Evaluation Committee and approved
		Management Committee to participate in this Plan.
"Eligible Persons"	means those persons who may be approved as
		Participants, provided that they act as President,
		Vice President, Executive Officers, Directors,
		Executive Managers, Managers and advisors
"Plan"		means this Long-Term Incentive Plan - Stock
		Option.
"Restricted Actions	means the Long-Term Incentive Plan - Restricted
Plan"		Actions Plan, approved by the Company's General
		Meeting of October 7, 2020.
"Exercise Price"	means the price to be paid by the Participant to the
		Company in payment for the Stock it acquires as a
		result of exercising his/her Options.

2 CONCEPT AND PURPOSE

2.1 The Company has developed the Long Term Incentive Plan as part of the compensation structure and as an incentive to increase the performance and permanence in the Company of the Participants, since, subject to

compliance with certain conditions to be established by the Company, by the Board of Directors or by the Management Committee, the Participants will be entitled to receive Stock Options and Restricted Stock.

2.2 The purpose of this Plan, implemented under the terms of art. 168, paragraph 3 of Law No. 6404 of December 15, 1976, is: (i) to establish rules for Participants to receive Options; (ii) to increase the long-term alignment of the Participants' interests with the interests of the shareholders, broadening the Participants' sense of ownership, commitment and generation of value through the concept of investment and risk; and (iii) to strengthen the incentives for permanence and long-term stability of the Participants, within the context of a publicly-held company.

3 PLAN MANAGEMENT

1. The Plan will be managed by the Management Committee, respecting the guidelines of the Board of Directors.
2. The Management Committee may be advised by one or more Company employees or managers, as well as by the Internal Evaluation Committee, as it deems necessary, for the perfect performance of its tasks.
3. Subject to the general conditions of the Plan and the guidelines set by the Board of Directors, the Management Committee shall have broad powers to take all necessary and appropriate measures for the management of the Plan, including:
4. 1. approving the Plan Participants, among the Eligible Persons chosen by the Internal Evaluation Committee, and approve the grant of Stock Options in their favor, establishing all the respective conditions, as well as the modification of such conditions when necessary or convenient;
   2. approving the Agreement to be entered into between the Company and each of the Participants;
   3. resolving doubts regarding the interpretation of the general rules set out in this Plan;
   4. suggesting amendments to this Plan to the Board of Directors for approval by the General Meeting.
   5. approving the issuance of new preferred stock, within the limit of authorized capital, to satisfy the exercise of Options by the Participant or the disposal of treasury stock for the same purpose.
5. The resolutions of the Management Committee shall be subject to ratification by the Board of Directors. Omissions shall be regulated by the Board of Directors, which shall consult the General Meeting when it deems appropriate.

1. In exercising their powers, the Board of Directors and the Management Committee shall be subject to the limits established by law, in the regulations of the Securities and Exchange Commission and in this Plan, being hereby established that the Board of Directors or the Management Committee may grant differentiated treatment to Participants that are in a similar situation, and they shall not in any way be obliged, by any rule of isonomy or analogy, to extend the same conditions to each Participant if, in accordance with their discretionary powers, they decide to grant differentiated treatment or understand that certain terms or conditions are applicable only to a group of, or a particular Participant, regardless of the position held or relationship with the Company.
2. Notwithstanding the provisions of this item 3, no decision of the Board of Directors or of the Management Committee may, except for the adjustments allowed by the Plan, and any adaptations that may be made as a result of changes implemented in the relevant legislation: (i) increase the total limit of the stock that may be granted, as provided for in the item 6; and/or (ii) alter or prejudice the rights or obligations of the Participants with which Contracts have already been entered into, without their prior consent, in respect of Stock Options granted under the Plan.

4 PARTICIPANTS

1. Subject to the approval of the Management Committee, the Participants in favor of which Stock Options will be granted, as well as the respective limits of granting, restrictions and eventual penalties, shall be defined by the Internal Evaluation Committee on an annual basis or whenever it deems convenient.
2. No Eligible Person shall have, at any time, the assured, acquired or guaranteed right to be selected to participate in the Plan, the electivity of each being a discretionary right of the Board of Directors or the Management Committee.
3. Nothing in this Plan shall be construed as constituting rights for Participants other than those inherent in the Stock Options (subject to the terms of the respective grants and conditions previously established and defined in the respective Contracts), nor shall it confer rights on Participants with respect to the guarantee of permanence as an employee and/or manager of the Company, or in any way interfere with the right of the Company, subject to the legal conditions and those of the management or employment agreement (in the case of statutory Participants with no employment relationship), to terminate at any time the relationship with the Participant or to remove the Participant from the management position.