EX-10.3 4 d82325dex103.htm EX-10.3
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Exhibit 10.3
FORM OF POPULAR, INC.
2025 LONG-TERM EQUITY INCENTIVE AWARD
AND AGREEMENT
Recipient:
Javier D. Ferrer
The Talent
and Compensation Committee
of the
Board of Directors
of Popular,
Inc. (the
“Committee”)
awarded
you
on
June
26,
2025
(the
“Grant
Date”)
a
Long-Term
Incentive
Award
(the
“Award”) consisting of Restricted Stock (“Restricted Stock”).
This award agreement (the
“Award Agreement”), dated as of the Grant Date,
sets forth the
terms and conditions of your
Award.
This Award is made under the Popular, Inc. 2020 Omnibus
Incentive
Plan, as amended (the
“Plan”), and, except
as otherwise provided herein,
is subject to the
terms of the Plan.
Capitalized terms used but not otherwise defined in this
Award Agreement have the meanings given in the
Plan.
1.
Award.
The number of
shares of Restricted
Stock and Performance
Shares subject
to this Award is set forth in Annex 1 hereto.
The Award will vest as set forth below.
2.
Vesting;
Payout.
Subject to Section 6 of this Agreement, you will be entitled
to the following
:
(a)
Restricted Stock
Vesting.
Except as
otherwise stated in
this Section
2, your
Restricted Stock
shall vest
in four
substantially equal
annual installments
on each
of the
dates specified
in Annex
1 (each of the dates described therein, a
“Restricted Stock
Vesting
Date
”).
(b)
Approved Retirement.
Upon an Approved
Retirement after attaining (x)
age 55 with
10 years of
service with
Popular, Inc. or
its subsidiaries
(the “Corporation”)
or (y)
age 60
with 5
years of
service
with the Corporation, your outstanding Restricted
Stock shall fully vest
(c)
Vesting
upon Retirement
on or
after age
50 before
attaining age
55 and
10 years
of service.
The Committee,
at its
discretion, may
accord the
same treatment
accorded in
Section 2(c)
above
if you retire
from your employment
on or after
age 50, and
before attaining age
55 and 10
years
of service, provided the sum of your age and years of service is at least 75.
(d)
Death. Provided that on
the date of your
death you are still
employed by the Corporation and
your rights in respect
of your Award
have not been previously
terminated, any then unvested
outstanding
Award
shall
immediately
vest
and
be
paid
to
the
representative
of
your
estate
promptly after your death.
(e)
Disability.
If you
become subject
to Disability
while you
are still
employed by
the Corporation,
any then unvested outstanding Award shares shall vest and shall be paid to you promptly after
you become subject to Disability.
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(f)
Change
of
Control.
If
your employment
is terminated
by the
Corporation or
any successor
entity thereto without
Cause, or if
you terminate your employment
for Good Reason,
in each
case upon or within two years
after a Change of Control, prior
to a Vesting Date, and provided
your rights in
respect of the
shares of your
unvested Award have not previously
terminated, the
shares of your unvested Award
shall immediately vest and be delivered to
you promptly after
such termination of employment.
(g)
Termination
without Cause.
If the
Corporation terminates
your employment
without Cause
you will receive payment
of the Award on a prorated basis based on
the number of full
months
in the
vesting schedule
in which
you were
an active
employee (with
a partial
month worked
counted as a full month if you were an active employee for 15 days
or more in the month) and
such reduced Award will vest immediately upon your termination of employment.
(h)
Payout.
The transfer restrictions
on the applicable number
of whole shares of
Restricted Stock
shall lapse on each
Vesting
Date or such other
vesting date as determined in
Section 2 and in
the terms
of the
Plan. The
vested shares
will be
delivered to you
as soon
as administratively
practicable, generally within 45 days following each Vesting Date.
3.
Termination of Award
.
(a)
Except
as
provided
herein,
your
rights
in
respect
of
your
outstanding
unvested
Award
shares shall
immediately terminate,
and no
shares shall
be paid
in respect
thereof, if
at any
time
prior to the respective Vesting Date you terminate your employment.
(b)
If
the
Corporation
terminates
your
employment
for
Cause, your Award shares shall be cancelled and the provisions under the Plan will apply.
4.
Non-transferability.
This 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)
You
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 your Award.
The Corporation will withhold shares of Common Stock
for the payment of
taxes
in
connection
with
the
vesting
of
your
Award
or
upon
the
occurrence
of
any
other
event
that,
in
accordance with applicable law,
will generate a tax liability with regards to
your 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
you wish
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,
you
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)
Your right to receive shares pursuant to the Award is conditioned on the receipt to
the reasonable satisfaction of
the Committee of
any required consent
that the Committee
may reasonably
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determine to be necessary or
advisable.
By accepting delivery of the
shares, you acknowledge that you
are
subject to the Corporation’s Insider Trading Policy.
6.
Restrictive Covenants.
(a)
In consideration of the terms of
the Award,
you agree to the restrictive covenants
and associated remedies as set forth below,
which exist independently of and in addition to any obligation
to which you are
subject under the
terms of any other
agreement you may
have with the Corporation
or any
of its subsidiaries (“
Popular
”).
(b)
For a period
of one year immediately
following termination of your
employment
with Popular for
any reason, you
will not do
any of the
following, either directly or
indirectly or through
associates, agents, or employees:
(i)
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) for the purpose of encouraging that employee or
consultant to leave Popular’s employ or
sever an agreement for services; or
(ii)
solicit,
participate
in
or
assist
in
the
solicitation
of
any
of
Popular’s
customers
serviced
by
you
or
with
whom
you
had
Material
Contact
and/or
regarding
whom
you
received
Confidential Information
(as defined
in Popular’s
Code of
Ethics) during
the three-year
period prior
to
your
employment
termination
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 you
and the
customer
within the three-year prior
to your last day as
a team member 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 you.
If
you
breach
any
of
the
terms
of
this
restrictive
covenant,
all
outstanding
Restricted
Stock
awarded
hereunder, whether vested
or unvested, held by
you shall be immediately
and irrevocably forfeited for no
consideration.
For
any
Restricted
Stock
awarded
hereunder
that
vested
within
one
(1)
year
prior
to
the
termination of your employment with
Popular or at any time
between your termination of
employment and
the date of said breach, you shall be required to repay or otherwise reimburse Popular an amount having a
value equal to the aggregate fair market value (determined as of the date of vesting) of such vested shares.
This paragraph
does not
constitute Popular’s
exclusive remedy
for violation
of your
restrictive covenant
obligations, and Popular may seek
any additional legal or equitable remedy, including injunctive
relief, for
any such violation.
7.
Section 409A.
Shares awarded
under this
Award
Agreement are
intended to
be
exempt from
Section 409A
of the
U.S. Code,
to the
extent applicable,
and this
Award 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.
8.
No Rights to Continued Employment.
Nothing in this Award Agreement shall be
construed as
giving you
any right
to continued
employment by
the Corporation
or any
of its
affiliates or
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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
Award 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
Award 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
Award
Agreement; provided that,
notwithstanding the foregoing,
no such
amendment
shall
materially
adversely
affect
your
rights
and
obligations
under
this
Award
Agreement
without
your
consent
(or
the
consent
of
your
estate,
if
such
consent
is
obtained
after
your
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 Award Agreement. Any amendment of this
Award 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
Award
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.
This award
shall be
governed by
and construed
in
accordance
with the laws of Puerto Rico, without regard to principles of conflicts of
laws.
14.
Incentive Recoupment.
This award
shall be
subject to
the terms
of the
Popular, Inc.
Compensation Recoupment Policy in effect as of the Grant Date and as such guideline may be required to
be modified in accordance with applicable law or regulation.
15.
Headings.
The
headings
in
this
Award
Agreement
are
for
the
purpose
of
convenience only and are not intended to define or limit the construction of
the provisions hereof.
IN WITNESS WHEREOF,
POPULAR, INC. and the
Recipient caused this Award
Agreement to
be duly executed and delivered as of the Grant Date.
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POPULAR, INC.
ACCEPTED:
By:
Eduardo J. Negrón
By:
Javier D. Ferrer
Title:
Executive Vice President
Title: President and
Chief Administration Officer
Chief Operating Officer
/s/ Eduardo Negrón
/s/ Javier D. Ferrer
_________________________
___________________________
Signature
Signature
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ANNEX 1
POPULAR, INC.
2025 LONG-TERM EQUITY INCENTIVE AWARD
Recipient: Javier D. Ferrer
Restricted Stock
Grant Date: June 26, 2025
Dollar Value
of Restricted Stock Award: $1,022,000
Common Stock Market Price as of closing on Grant Date: $100.12
Total Shares of Restricted Stock Awarded:
9,281
Restricted Stock Vesting Dates:
2,321 Shares
2,321 Shares
2,321 Shares
2,321 Shares
February 23, 2026
February 23, 2027
February 23, 2028
February 23, 2029