EX-10.2 3 d82325dex102.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 June 26, 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
Corporation’s
and
Executive’s
performance
during
the
first
six
months of
2025, 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
Award
shall
immediately terminate, and no Award
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 hereo
f.
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 June 26, 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: June 26, 2025
Total Dollar Value
of Award: $1,695,000
Common Stock Market Price as of closing on Grant Date: $110.12
Total Shares of Restricted
Stock Awarded:
15,393 shares
Restricted Stock Vesting
Date: June 30, 2026