COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER I. PURPOSE The Compensation Committee (the Committee ) is an advisory body to the Board of Directors (the Board of Directors ) of Netshoes (Cayman) Limited (the Company ), and shall provide assistance to the Board of Directors by fulfilling the Committee s responsibilities and duties outlined in Section IV. II. STRUCTURE AND OPERATIONS Composition and Qualifications The Committee shall consist of one or more Directors and can also be composed by nonmembers of the Board of Directors as determined by the Board of Directors from time to time. If required by any applicable rules of the New York Stock Exchange ( NYSE ) or the Securities Exchange Act of 1934, as amended, each member of the Committee shall be an Independent Director (as that term is defined by such applicable laws or rules), except that the Company may rely upon any available exemptions and/or phase-in provisions, if applicable. Appointment and Removal The members of the Committee shall be elected by the Board of Directors, and their term in office can be renewed for successive periods, subject to the rules of the U.S. Securities and Exchange Commission (the SEC ) and the NYSE, as applicable, the Company's Fourth Amended and Restated Memorandum and Articles of Association (the Articles ) and this charter. The members of the Committee that are members of the Board of Directors will serve on the Committee until the earliest of (1) the moment they cease to be a director, (2) their resignation, or (3) the majority of the Board of Directors favorably votes for a change in the composition of the Committee and the members of the Committee that are not members of the Board of Directors will serve on the Committee until the earliest of (1) their resignation or (2) the majority of the Board of Directors favorably votes for a change in the composition of the Committee. Chair The Board of Directors shall elect, from among the members of the Committee, a Chair, who will be responsible for representing, organizing, and coordinating the Committee activities. The Chair of the Committee will be responsible for: a) calling, setting the agenda, establishing, and presiding over the Committee meetings; b) representing the Committee in its relationship with the Board of Directors, the Company's executive officers, internal bodies and
committees; c) signing, whenever necessary, letters, invitations and reports forwarded to them; d) inviting, on behalf of the Committee, any participants to Committee meetings; and e) complying with this charter and enforcing that all other Committee members also comply with it. In the event of absence or temporary inability of the Chair, he/she may be replaced by another member appointed by him/her or, in his/her absence, the remaining members of the Committee. Delegation to Subcommittees and Executive Officers The Committee may form subcommittees composed of one or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. If permitted by the Board of Directors, the Committee may delegate to one or more officers of the Company the authority to make grants and awards of cash or options or other equity securities to any employees who are not executive officers or directors of the Company or any of its subsidiaries under incentive-compensation or other equity-based plans as the Committee deems appropriate and in accordance with the terms of such plan; provided that such delegation is in compliance with the plan and the laws of the state of the Company s or any of its subsidiaries jurisdiction. In the event of such delegation, at each meeting of the Committee, the delegated officer(s) shall report to the Committee the awards made since the prior meeting. III. MEETINGS The Committee shall meet at least once annually or more frequently as circumstances dictate. As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least on an annual basis with the CEO, the Company s principal human resources executive, and any other corporate officers, as it deems appropriate. However, the Committee should meet regularly without such officers present. The CEO may not be present during voting or deliberations with respect to determination of his or her compensation. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, management of the Company, employees and third-party contractors and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities. A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the 2
act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting. In case the quorum set forth above is not met, the Chair of the Committee or Chair of the Board of Directors shall call another meeting, to be held with any quorum, depending on the urgency required by the matter to be addressed. Committee meetings shall be called in writing, via e-mail, fax, or letter at least five (5) days prior to the date of the meeting. The notice must inform the time and place of the meeting and include a detailed agenda thereof. Committee members may waive this if they are present at the meeting, or upon prior consent in writing by absent members. Any proposal and all required documents connected to the agenda shall be made available to the Committee members at the same time the meeting is called. In case there are any matters requiring urgent consideration, the Chair of the Committee or the Chair of the Board of Directors may call a meeting of the Committee within a period shorter than the one set forth above. Although the agenda of the meetings will be prepared by the Chair of the Committee, other Committee members may suggest and request additional matters to be addressed by the Committee. Committee meetings shall be held preferably at the Company's headquarters, and they can be held at a different place in case all members deem it appropriate and previously agree with it in writing, and the Chair of the Board of Directors must be informed of that. People are allowed to attend both regular and extraordinary meetings of the Committee by means of conference call system, videoconference or any other communication means that allow identification and the simultaneous communication with all other persons attending the meeting. In that case, Committee members attending the meeting via any of these communication means will be deemed as present at the meeting and shall subsequently sign the corresponding minutes thereof. As part of its goal to foster open communication, the Committee shall also periodically meet with the management of the Company to discuss any matters that the Committee believes would be appropriate to discuss. IV. RESPONSIBILITIES AND DUTIES The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be required or appropriate in light of business, legislative, regulatory, legal or other conditions or changes. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time. 3
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the authority to retain and terminate outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention. Human Resources Management/Setting Compensation for Executive Officers and Directors 1. Review, evaluate and, if necessary, make recommendations to the Board of Directors as to the revision of the overall compensation policies of the Company. 2. Make recommendations to the Board of Directors as to policies and procedures pertaining to attraction, retention, training and development of key personnel for the Company. 3. Make recommendations to the Board of Directors as to the organizational structure of the Company. 4. Review and recommend to the Board of Directors corporate goals and objectives relevant to the Company s and the Company s subsidiaries CEO, senior management and other executive officers compensation, including annual performance objectives, if any. 5. Review and recommend to the Board of Directors, the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the CEO and other executive officers. 6. In connection with executive compensation programs: (i) (ii) (iii) (iv) review and recommend to the Board of Directors new executive compensation programs; review on a periodic basis the operations of the Company s executive compensation programs to determine whether they are effective in achieving their intended purpose(s); periodically review policies and make recommendations to the Board of directors with respect to the administration of executive compensation programs; and make recommendations to the Board of Directors to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance. 7. Make recommendations to the Board of Directors and periodically review policies in the area of senior management perquisites. 8. Consider policies and procedures pertaining to expense accounts of senior executives. 4
9. Review and recommend to the Board of Directors the compensation of directors of the Company and its subsidiaries for service on the Board of Directors or any of its committees, as well as director s and officer s indemnification and insurance matters. 10. Review and recommend to the Board of Directors, any contracts or other transactions with current or former executive officers of the Company and its subsidiaries, including consulting arrangements, employment contracts, severance or termination arrangements and loans to employees made or guaranteed by the Company. 11. Review and discuss with management, on at least an annual basis, management s assessment of whether risks arising from the Company s compensation policies and practices for all employees, including management, are reasonably likely to have a material adverse effect on the Company. Monitoring Incentive and Equity-Based Compensation Plans 12. Review and recommend to the Board of Directors, the Company s incentive-compensation plans and equity-based plans that are subject to the approval of the Board of Directors, and oversee the activities of the individuals responsible for administering those plans. 13. Review and recommend to the Board of Directors all equity compensation plans of the Company that are not otherwise subject to the approval of the Company s shareholders. 14. Make recommendations to the Board of Directors as to performance targets for the Company s senior management with respect to such incentive-compensation plan and equity-based compensation plans. 15. Review and recommend to the Board of Directors, all equity-based awards, including pursuant to the Company s equity-based plans. 16. Review the Company s regulatory compliance with respect to compensation matters, if any. 17. Monitor compliance by executives with the rules and guidelines of the Company s equitybased plans. 18. Review and monitor employee pension, profit sharing and benefit plans. Reports and Recording 19. Report regularly to the Board of Directors including: (i) (ii) following all meetings of the Committee; and with respect to such other matters as are relevant to the Committee s discharge of its responsibilities. 5
20. The Committee shall provide such recommendations to the Board of Directors as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report. 21. The subjects, pieces of advice, discussions, recommendations and opinions of the Committee shall be recorded in meeting minutes, which shall be signed by the corresponding members present thereto, and such minutes shall contain the relevant topics discussed, the list of those present, mentioning any excused absences, the measures requested and any points of disagreement among members. Copies of the Committee's meeting minutes will be forwarded to the Company's Board's Chair. 22. Supporting documents of the meetings shall be filed at the Company's headquarters. 23. The Company's management shall designate a Secretary to support the Committee and its meetings, who will also be responsible for drawing up the meeting minutes, as well as for providing any support necessary for the full operation of the Committee and taking all appropriate actions that may be requested by the Committee members. V. ANNUAL PERFORMANCE EVALUATION The Committee shall perform a review and evaluation, periodically, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or appropriate. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate. 6