EX-10.2 3 d936763dex102.htm EX-10.2
1
EQUITY AWARD
AGREEMENT
This AWARD
AGREEMENT (“Agreement”) is made and
entered into by and
between Ignacio Alvarez
(“Executive”) and Popular, Inc. (the “Corporation”) as of February 25, 2025.
WHEREAS
, Executive is currently employed by the Corporation as Chief Executive Officer;
WHEREAS,
Executive has
decided to
voluntarily retire
from the
Corporation effective
June 30,
2025;
and
WHEREAS,
in
connection
with
the
2024
performance
year,
the
Corporation,
through
the
Talent
and
Compensation Committee
of the
Board of
Directors of
the Corporation
(the “Committee”),
has decided
to grant
Executive the equity award set forth in this Agreement; and
NOW THEREFORE,
in consideration of the promises,
and the agreements of the
parties set forth in this
Agreement,
and
other
good
and
valuable
consideration,
the
receipt
and
sufficiency
of
which
are
hereby
acknowledged, the parties hereby agree as follows:
1.
Equity
Award.
Subject
to
the
terms
and
conditions
set
forth
herein
and
the
continuous
employment of Executive
with the Corporation
until June 30, 2025
(the “Retirement Date”),
the
Committee
hereby
grants
Executive
an
equity
award
consisting
of
the
number
of
shares
of
Restricted
Stock
set
forth
in
Annex
1
hereto
(the
“Award”).
The
Award
is
made
under
the
Popular, Inc. 2020 Omnibus Incentive
Plan, as amended (the “Plan”), and, except as
otherwise
provided
herein,
shall
be
subject
to
the
terms
of
the
Plan.
Capitalized
terms
used
but
not
otherwise defined in this Agreement have the meanings given in the Plan.
2.
Equity Award Vesting
and Payout. Subject to this Section 2 and Section 6 of this Agreement:
(a)
Restricted Stock
Vesting
.
The Award
shall become
vested on
the one-year
anniversary of
the Retirement
Date, subject
to the
continuous employment of
Executive with the Corporation
until the Retirement
Date (the “Vesting Date”).
(b)
Death.
In
the
event
of
the
Executive’s
death
and
provided
that
Executive’s
rights in respect of the Award have not been previously terminated, the Award
shall immediately
vest and
be paid
to the
representative of
Executive’s
estate
promptly after Executive’s death.
(c)
Disability.
If
Executive
becomes
subject
to
Disability
and
provided
that
Executive’s rights in respect
of the Award have not
been previously terminated,
the Award shall immediately vest and shall be
paid to Executive promptly
after
Executive becomes subject to Disability.
(d)
Payout.
The shares vested in accordance with this Section 2, will be delivered
to Executive as
soon as administratively practicable,
generally within 45
days
following the date of vesting.
3.
Termination of Award.
2
(a)
Except as
provided herein,
Executive’s
rights
in respect
of
the Awards
shall
immediately terminate, and
no Awards shall be paid in
respect thereof, if
at any
time prior to the Retirement Date Executive terminates his employment.
(b)
If the
Corporation terminates
Executive’s
employment for
Cause prior
to the
Retirement
Date,
Executive’s
Awards
shall
be
cancelled
and
the
provisions
under the Plan will apply.
4.
Non-transferability.
The
Award
(or
any
rights
and
obligations
hereunder)
may
not
be
sold,
exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in
any manner (including
through the use
of any cash-settled
instrument), whether voluntarily or
involuntarily and whether by operation of law or otherwise, other than by
will or by the laws of
descent and distribution.
5.
Withholding, Consents and Legends.
(a)
Executive
shall
be
solely
responsible
for
any
applicable
taxes
(including,
without limitation, income
and excise taxes)
and penalties, and
any interest that
accrues thereon, incurred in connection with the Award.
The Corporation will
withhold shares of Common Stock for the payment of taxes in connection
with
the vesting
of the
Restricted Stock
or upon
the occurrence
of any
other event
that, in accordance
with applicable
law, will generate a
tax liability
with regards
to the Award.
The Corporation will withhold
shares of Common Stock
with a
value equal to
the amount of
taxes that the
Corporation determines it
is required
to
withhold
under
applicable
laws
(with
such
withholding
obligation
determined based on
any applicable
minimum statutory withholding
rates). The
Corporation
will
use
the
Fair
Market
Value
of
the
Common
Stock
on
the
Vesting Date or such other
date, as applicable,
in order to
determine the number
of shares to
be withheld. If
Executive wishes to
remit cash to
the Corporation
(through payroll deduction or
otherwise), in each case
in an amount sufficient
in
the
opinion
of
the
Corporation
to
satisfy
such
withholding
obligation,
Executive must notify
the Corporation in
advance and do
so in compliance
with
all applicable laws and pursuant to such rules as the Corporation may establish
from
time
to
time,
including,
but
not
limited
to,
the
Corporation’s
Insider
Trading Policy.
(b)
Executive’s right to receive shares pursuant to the Award is conditioned on
the receipt to the reasonable satisfaction of the Committee of any required
documentation that the Committee may reasonably determine to be necessary
or advisable.
6.
Restrictive Covenants.
(a)
In consideration of the
terms of the Award,
Executive agrees to the
restrictive
covenants
and
associated
remedies
as
set
forth
below,
which
exist
independently of
and in addition
to any obligation
to which Executive
is subject
under
the
terms
of
any
other
agreement
with
the
Corporation
or
any
of
its
subsidiaries (Collectively, “Popular”).
(b)
For a period
of one year
immediately following the
Retirement Date, Executive
will
not
do
any
of
the
following,
either
directly
or
indirectly
or
through
associates, agents, or employees:
3
(i)
work or associate
(including as a
director, officer, employee,
partner,
consultant,
agent
or
advisor)
with
or
otherwise
provide
services
to,
or
operate,
manage
or
control
in
any
way,
a
Competitive
Enterprise
performing
the
same
or
similar duties as
those which were
performed by Executive
in
Popular
during
the
12-month
period
immediately
preceding
the
Retirement
Date.
“Competitive
Enterprise”
means
any
business
enterprise
that
either
(1)
engages
in
commercial or
consumer financial
services, retail
banking,
internet
banking,
or
other
financial,
investment,
financial
advisor,
trust or
insurance services
to either
commercial or
consumer customers
in the
Commonwealth of
Puerto Rico
or the
States of
New York
or Florida,
or (2)
holds a
5% or
greater equity,
voting or
profit participation
interest in
any
enterprise that engages in such a competitive activity within
the
Commonwealth
of
Puerto
Rico
or
the
States
of
New
York or Florida;
(ii)
solicit, recruit
or assist
in the
solicitation or
recruitment of
any
employee
or
consultant
of
Popular
(or
who
was
an
employee
or
consultant
of
Popular
within
the
prior
six
months
of
the
Retirement
Date)
for
the
purpose
of
encouraging that employee or
consultant to leave Popular’s
employ or sever an agreement for services; or
(iii)
solicit,
participate
in
or
assist
in
the
solicitation
of
any
of
Popular’s
customers
serviced
by
Executive
or
with
whom
Executive
had
a
Material
Contact
and/or
regarding
whom
Executive received
Confidential Information
(as defined
in
Popular’s Code of Ethics) during the three-year period prior
to the Retirement Date who
were still customers of Popular
during the
immediately preceding 12-month
period, for
the
purpose
of
providing
products
or
services
in
competition
with
Popular’s
products
or
services.
"Material
Contact"
means interaction
between the
Executive and
the customer
within
the
three
years
prior
to
the
Retirement
Date
which
takes
place
to
manage,
service
or
further
the
business
relationship.
The term
“Solicit”, when
used in
this section,
will mean
any direct
or indirect
communication of
any kind
regardless
of who initiates it, that in any way invites, advises, encourages or requests any person to take any action; provided
that such term
will not be
deemed to include
solicitation by public
advertisement media of
general distribution (i.e.,
not targeted to present employees, consultants
or customers of Popular) without
specific instruction or direction by
Executive.
If Executive breaches any of the terms of this restrictive covenant, all outstanding Restricted Stock awarded under
the
Agreement
held
by
Executive
shall
be
immediately
and
irrevocably
forfeited
for
no
consideration.
This
paragraph
does
not
constitute
the
Corporation’s
exclusive
remedy
for
violation
of
the
restrictive
covenant
obligations, and the Corporation may seek
any additional legal or equitable remedy, including injunctive relief,
for
any such violation.
7.
Section 409A.
Shares awarded under
this Agreement are
intended to be
exempt from Section
409A of the U.S. Code, to the extent
applicable, and this Agreement is intended to, and
shall be
interpreted,
administered
and
construed
consistent
therewith.
The
Committee
shall
have
full
authority to give effect to the intent of this Section 7.
4
8.
No Rights to
Continued Employment. Nothing
in this Agreement
shall be construed
as giving
you any right to continued employment by
the Corporation or any of its
affiliates or affect any
right that
the Corporation
or any
of its
affiliates may
have to
terminate or
alter the
terms and
conditions of your employment.
9.
Successors and Assigns of
the Corporation.
The terms and conditions of
this Agreement shall
be binding upon, and shall inure to the benefit of, the Corporation and its successor entities.
10.
Committee Discretion.
Subject to the
terms of the
Plan, the Committee
shall have full
discretion
with respect
to any
actions to
be taken
or determinations
to be
made in
connection with
this
Agreement, and its determinations shall be final, binding and conclusive.
11.
Amendment.
The Committee reserves the right at any time
to amend the terms and conditions
set forth in
this Agreement; provided that,
notwithstanding the foregoing, no
such amendment
shall
materially
adversely
affect
Executive’s
rights
and
obligations
under
this
Agreement
without Executive’s
consent (or
the consent
of Executive’s
estate, if
such consent
is obtained
after Executive’s death), and
provided, further, that the
Committee may not
postpone the payout
of shares
to occur
at any
time after
the applicable
time provided
for in
this Agreement.
Any
amendment
of
this
Agreement
shall
be
in
writing
signed
by
an
authorized
member
of
the
Committee or a person or persons designated by the Committee.
12.
Adjustment; Other Plan
Provisions.
Subject to Section
11, the Committee shall adjust
equitably
the terms of this Award in accordance with Section 5.3 of the Plan, if applicable. Subject to the
terms of this
Agreement, the
Restricted Stock shall
be subject to
the terms
of the Plan,
including,
but
not limited
to, the
provisions of
Section 8.4
related to
dividends and
voting rights.
Cash
dividends
paid
on
the
Restricted
Stock
and
on
all
of
the
Common
Stock
that
may
be
subsequently acquired with such cash
dividends, will be invested
in the purchase of
additional
shares
of
Common
Stock
of
the
Corporation
in
accordance
with
the
Popular,
Inc.
Dividend
Reinvestment
and
Stock
Purchase
Plan
(the
“DRIP”);
such
shares
are
not
subject
to
the
restrictions and
are immediately
vested. The
Restricted Stock
shall be
held in
custody by
the
Fiduciary Services Division of Banco Popular de Puerto Rico.
13.
Governing
Law
and
Jurisdiction.
This
Agreement
shall
be
governed
by
and
construed
in
accordance with the laws of the Commonwealth of Puerto Rico, without regard to principles of
conflicts of laws.
Any civil action
or legal proceeding
arising out of
or relating to
the Agreement
will be brought exclusively in the courts of the Commonwealth of Puerto Rico.
14.
Severability.
Should a court or arbiter with competent jurisdiction determine that any clause in
this Agreement is illegal, invalid, or unenforceable
under present or future law,
such provision
will be fully severable, and the remaining provisions of the Agreement will remain in full force
and effect.
15.
Incentive
Recoupment.
The
Award
shall
be
subject
to
the
terms
of
the
Popular,
Inc.
Compensation Recoupment
Policy in
effect
as
of
the Grant
Date
and as
such policy
may be
required to be modified in accordance with applicable law or regulation.
16.
Headings.
The headings in this Agreement are for the purpose of convenience only and are not
intended to define or limit the construction of the provisions hereof.
17.
Counterparts. The Agreement may be executed in one or more counterparts, each of which
will be deemed an original, but all of which taken together will constitute one and the same
instrument.
[Signature Page Follows]
5
IN
WITNESS
WHEREOF,
the
Corporation
and
Executive
have
caused
this
Agreement
to
be
duly
executed and delivered as of February 25, 2025.
POPULAR, INC.
ACCEPTED:
By:
Eduardo Negrón
By:
Ignacio Alvarez
Title:
Executive Vice
President and Chief
Executive
Officer
Title: Chief Executive Officer
/s/ Eduardo Negrón
/s/ Ignacio Alvarez
Signature
Signature
6
ANNEX 1
POPULAR, INC.
AWARD
Recipient: Ignacio Alvarez
Restricted Stock
Grant Date: February 25, 2025
Total Dollar Value
of Award: $3,390,000
Common Stock Market Price as of closing on Grant Date: $100.37
Total Shares of Restricted Stock Awarded:
33,776
Restricted Stock Vesting Date: June 30, 2026