EX-10.1 2 d82325dex101.htm EX-10.1
1
Exhibit 10.1
FORM OF DOCUMENTS RELATED
TO DIRECTOR
COMPENSATION
[DATE]
PERSONAL AND CONFIDENTIAL
Dear [INSERT DIRECTOR
NAME]:
We
are
writing
to
set
forth
the
general
terms
of
your
revised
compensation
as
a
director
of
Popular,
Inc.
(the
“Corporation”)
and
certain
of
its
wholly-owned
subsidiaries.
Set
forth
below
is
the
annual
director
compensation
approved by the Corporation’s Board
of Directors to be effective May 8, 2025 (the “Annual Compensation”):
-
A grant (the
“Equity Grant”) of
$135,000 (payable in
equity) under the
Popular, Inc. 2020
Omnibus Incentive
Plan (the “Omnibus Plan”);
-
A
retainer fee (the “Annual Retainer”) of $85,000 (payable in cash or in equity,
at your option);
-
A
committee chair retainer (the “Committee Chair Retainer”) payable
(in cash or in equity, at the director’s
option) to the director designated as Chairperson of the following Committees:
●
Audit and Risk Committees: $35,000
●
Corporate
Governance
and
Nominating,
Technology
and
Talent
and
Compensation
Committees $25,000; and
-
A grant (the “Lead Director Grant”)
of $35,000 (payable in equity) under
the Omnibus Plan, to the director
designated as lead director.
All equity payments may be received in either Restricted Stock or Restricted Stock
Units, at your option.
The Annual
Compensation is
attributable to
the period
commencing on
May 8,
2025 and
ending on
the day
before
the
2026
Annual
Meeting
of Shareholders,
and
for
each subsequent
year
that you
are a
director
and/or elected
as
committee
chair
or
lead
director
until
such
compensation
is
modified
by
the
Board
of
Directors.
The
annual
compensation
period
for
subsequent
years
will
commence
on
the
day
of
the
corresponding
Annual
Meeting
of
Shareholders and end on the day before the following year’s Annual
Meeting of Shareholders.
The Annual Retainer
and Committee Chair
Retainer (as applicable)
will be paid
in cash, unless
you elect to
receive
the payment
in the
form of
equity under
the Omnibus
Plan, as
discussed below.
The Equity
Grant, Lead
Director
Grant (if applicable)
and any retainer
which you elected
to receive in
the form of
equity will be
paid in the
form of
Restricted Stock, unless
you elect to
receive the payment
in Restricted Stock Units.
Restricted Stock and
Restricted
Stock Units will vest on the Vesting
Date (as such term is defined in the corresponding
award agreement). Shares of
Restricted
Stock
will be
issued
to
you
on
the Vesting
Date.
If
you
elect
to
receive
the equity
component
of
your
compensation in
the form
of Restricted
Stock Units,
you will
elect to
receive the
shares of
stock of
the underlying
vested Restricted Stock Units in one of the two following forms:
●
Lump-Sum
– You
will receive
the shares
of stock
of the
underlying Restricted
Stock Units
on the
15th of
August immediately following the date you cease to be a director of the Corporation.
●
Annual Installments
– You will receive the shares of stock of the underlying Restricted Stock Units in equal
annual installments on each 15
th
of August of the 1
st
, 2
nd
, 3
rd
, 4
th
and 5
th
year after you cease to be a director
of the Corporation.
2
In order to
make the
elections discussed
above, you
must return to
us the attached
Director Compensation
Election
Form
no later than
[_____]. If you
do not submit
the Director Compensation
Election Form prior
to such date,
the
Annual
Retainer and
Committee Chair
Retainer will
be payable
to you
in cash
and the
equity
component
of your
compensation will be payable to you in Restricted Stock.
Once you have made an election it will be applicable to all
future payments, unless you notify us in writing of your desire to change the election. You may
make such change in
connection
with
future
payments,
by
sending
us
a
written
notice
no
later
than
the
31st
of
December
of
the
year
preceding the date of the Corporation’s
Annual Meeting of Shareholders to which the change would be in effect.
The number of
shares of Restricted
Stock or Restricted
Stock Units (depending
on your election)
to be delivered
in
payment of
the Equity
Grant, the
Annual Retainer,
the Committee
Chair Retainer
and the
Lead Director
Grant, as
applicable, will be
determined by dividing
the corresponding amount
of the payment
in cash by the
closing price of
the Corporation’s common
stock on the date of the Annual Meeting of Shareholders.
The
Restricted Stock and
Restricted Stock Units will
be subject to the
terms and conditions of
the Restricted Stock
Award Agreement and Restricted Stock Unit Award Agreement, as applicable attached
hereto. To the extent that cash
dividends are declared and paid
on the Corporation’s
outstanding common stock after
the award of Restricted Stock
Units but before the actual shares
of common stock are delivered, you
will receive an additional number of Restricted
Stock Units that reflect reinvested dividend equivalents.
We have enclosed
the following documents in connection to your compensation:
1.
Director Compensation Election Form;
2.
Restricted Stock Award
Agreement and Restricted Stock Unit Award
Agreement; and
3.
Omnibus Plan.
Please complete and sign the Director Compensation Election Form and the Restricted Stock Award Agreement or
Restricted
Stock
Unit
Award
Agreement
where
indicated,
as
applicable,
and
return
the
executed
documents
to
Daniel
E.
González
Ortiz
at
the
Corporate
Secretary’s
Office.
Please
retain
a
copy
of
the
documents
for
your
records.
Cordially,
/s/ José R. Coleman Tió
José R. Coleman Tió
Executive Vice President,
Chief Legal Officer
and Secretary
3
DIRECTOR COMPENSATION
ELECTION FORM
Name:
[INSERT DIRECTOR
NAME]
This
Election
Form
(the
“Election
Form”)
is
subject
to
all
the
terms
and
conditions
of
Popular,
Inc.’s
(the
“Corporation”) 2020 Omnibus
Incentive Plan, as
amended (the “Plan”)
and, as applicable, the
Restricted Stock Unit
Award Agreement
or the Restricted Stock Award Agreement (the “Agreement”)
executed by me and the Corporation
in connection with this Election
Form. I acknowledge that
I have received the
letter informing me of
the compensation
as a member of the Board of Directors
of the Corporation (the “Board”)
and certain of its wholly-owned subsidiaries
commencing on the
Corporation’s
2025 Annual Meeting
of Shareholders and
continuing until such
compensation is
changed by
the Board and
that I agree
with the terms
set forth therein.
Capitalized terms used
in this Election
Form
but not defined herein shall have the meanings set forth in the Plan.
In
accordance
with
the
Plan
and
the
Agreement,
I
hereby
make
the
following
elections
with
respect
to
the
compensation
to be
received by
me for
my services
as a
member
of the
Board
and/or certain
of its
wholly-owned
subsidiaries for
the period
commencing on
the Corporation’s
2025 Annual
Meeting of
Shareholders and
continuing
in future years:
Election I
ANNUAL RETAINERS
I
hereby
elect
to
receive
the
Annual
Retainer
and
Committee
Chair
Retainer
(if
applicable)
component
of
my
compensation for the period commencing on the Corporation’s 2025 Annual Meeting of Shareholders and continuing
for future years in the following form (select only one):
CASH
EQUITY
Election II
EQUITY AWARDS
I
hereby
elect
to
receive
the
equity
components
of
my
compensation
(Equity
Grant
and
Lead
Director
Grant
(if
applicable)) and any annual
retainers which I
elected to receive in
the form of
equity in Election I
above) for the
period
commencing
on
the
Corporation’s
2025
Annual
Meeting
of
Shareholders
and
continuing
for
future
years
in
the
following form (select only one):
●
Restricted Stock
– The shares of
Restricted Stock will vest
on the first anniversary
of the grant date
and the
shares of Common Stock will be issued to the Director on such date.
●
Restricted Stock
Units
– The
Restricted Stock
Units will
vest on
the first
anniversary of
the grant
date and
the delivery of the shares of Common Stock of the underlying Restricted Stock
Unit Award
will be deferred
to a future date selected by the Director in Election III below.
RESTRICTED
STOCK
RESTRICTED
STOCK UNITS
4
Election III
DEFERRAL OF SETTLEMENT OF VESTED RESTRICTED STOCK
UNITS
To be
completed only if you selected “Restricted Stock Units” in Election II above.
I hereby defer the
settlement of the
vested Restricted Stock Units
granted to me by
the Corporation and elect
to receive
the shares of
Common Stock of
the underlying Restricted Stock
Units (including any additional
Restricted Stock Units
resulting from dividend equivalents) in the following form (select only one):
●
Lump-Sum
– The Director will receive the shares of Common Stock of the underlying Restricted Stock Unit
Award
on
the
15th
of
August
immediately
following
the
date
the
Director
ceases
to
be
a
director
of
the
Corporation.
●
Annual Installments
– The
Director will
receive the
shares of
Common Stock
of the
underlying Restricted
Stock Unit Award in equal annual installments on each 15
th
of August of the 1
st
, 2
nd
, 3
rd
, 4
th
and 5
th
year after
the Director ceases to be a director of the Corporation.
LUMP-SUM
DISTRIBUTION
ANNUAL
INSTALLMENTS
I
acknowledge
that,
notwithstanding
any
deferral
election
I
make
under
this
Election
Form,
as
set
forth
in
the
Agreement, in the
event of my death
or a Change of
Control, the vesting of
the Restricted Stock
or the settlement of
my Restricted
Stock Units,
as applicable,
will accelerate
and be
settled as
soon as
practicable but
in no
event more
than sixty (60) days following my death or such Change of Control.
Other Information:
I hereby inform the Corporation that my place of residence for tax purposes is:
o
The Commonwealth of Puerto Rico
o
A State of the United States of America
o
Other: ____________________
I hereby
instruct the
Corporation to
deliver and
deposit the
shares of
Common Stock
awarded to
me as
part of
my
compensation to my account at:
o
Popular Securities (Account Number: _____________)
o
Popular, Inc.’s
Dividend Reinvestment and Stock Purchase Plan (Account Number:__________)
o
Other: ____________________ (Account Number: _________________)
This Election
Form will
become irrevocable
with respect
to the grant
year to
which it
applies and
shall be
effective
for subsequent grant
years until I file
with the Corporation
a new Election
Form revoking or
changing such election
in accordance with the requirements of Section 409A of the U.S. Code and the procedures specified by the Corporate
Governance
and Nominating
Committee.
To
be effective,
any revocation
or change
of this
Election
Form must
be
filed by December 31st of the year preceding the date of the Corporation’s
Annual Meeting of Shareholders to which
the revocation or change is made. I understand that this
Election Form may be revoked or changed in accordance with
the requirements of Section
409A of the U.S. Code,
or that I may need
to complete another Election
Form for future
compensation, if the terms of the Plan are amended. I further
understand that the ability to make a subsequent deferral
election may not be
available to me
in the future
if the Corporation
changes the Plan
or its Plan
administration policies.
I am
aware that
any elections
I have
hereby made
may have
significant tax
consequences to
me and,
to the
extent I
deem
necessary,
I
have
received
advice
from
my
personal
tax
advisor
before
making
this
deferral
election.
This
5
Election
Form
is
in
all
respects
subject
to
the
terms
and
conditions
of
the
Plan
and
the
Agreement.
Should
any
inconsistency exist between this Election Form, the Plan, and/or the Agreement, then the provisions of either the Plan
or the Agreement will control.
The undersigned hereby agrees to be bound by this
Election Form and agrees to comply with
the terms and conditions
of the Plan, the Agreement (as applicable), and the elections set forth herein.
Please send the executed
version of this Election
Form to Daniel E.
González at the Corporate
Secretary’s Office
no
later than [_____]. Any Election Form received after that date will not be given effect.
DIRECTOR
By:____________________
Name: [INSERT DIRECTOR NAME]
Date: [INSERT DATE]
6
POPULAR, INC.
RESTRICTED STOCK AWARD
AGREEMENT
This
RESTRICTED STOCK AWARD
AGREEMENT
(this “Agreement”) is made and entered into as
of
[____],
by
and
between
POPULAR,
INC.
(the
“Corporation”)
and
[INSERT
DIRECTOR
NAME]
(the
“Director”). Capitalized terms not otherwise defined herein shall having the meaning ascribed them in the Plan (as
defined herein).
WHEREAS,
the Corporation maintains the Popular,
Inc. 2020 Omnibus Incentive Plan, as amended (the
“Plan”);
WHEREAS,
in
connection
with
the
Director’s
service
as
a
member
of
the
Board
of
Directors
of
the
Corporation and
certain of its
wholly-owned subsidiaries,
the Corporation desires
to grant restricted
shares of the
Corporation’s
Common Stock
(the “Restricted
Stock”) to
the Director,
subject to the
terms and
conditions of
the
Plan and this Agreement; and
NOW THEREFORE
, in consideration
of the covenants
and agreements
contained herein
and for other
good and valuable consideration, the parties agree as follows:
1.
Award
of Restricted
Stock
.
Subject to
the terms
and
conditions of
this Agreement
and the
Plan, in
consideration of
the Director’s
services as
a member
of the
Board of
Directors of
the
Corporation and/or
certain of
its wholly-owned
subsidiaries, the
Corporation hereby
grants to
the
Director
the
number
of
Restricted
Stock
set
forth
from
time
to
time
in
Annex
I
of
this
Agreement (the “Award
”). Annex I will be delivered to the Director upon each Award
and will
form
part
of
this
Agreement.
No
fractional
Restricted
Stock
shall
be
issued.
Whenever
the
computation
of the
number
of Restricted
Stock to
be awarded
results in
a fractional
amount,
such amount shall be rounded up to the next greater whole number of Restricted
Stock.
In
the
event
any
stock
dividend,
stock
split,
recapitalization
or
other
change
affecting
the
outstanding common stock of the
Corporation as a class is effected
without consideration, then
any new, substituted or additional securities or other property (including
money paid other than
as a regular
cash dividend) that is
by reason of
any such transaction
distributed with respect
to
shares of
Restricted Stock
will be
immediately subject
to the
provisions of
this Agreement
in
the
same
manner
and
to
the
same
extent
as
the
Restricted
Stock
with
respect
to
which
such
change was
effected.
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”).
The
shares
of
Common Stock acquired through
the reinvestment of
dividends will not
be subject to
the vesting
restrictions under this Agreement and will be immediately vested. The Restricted
Stock shall be
held in custody by the Fiduciary Services Division of Banco Popular
de Puerto Rico.
2.
Vesting,
Forfeiture
and
Transfer
Restrictions.
The
Restricted
Stock
awarded
under
this
Agreement
shall
vest,
become
non-forfeitable
and
not
subject
to
restrictions
on
the
dates
set
forth in
Annex I
(the “Vesting
Date”). The
Restricted Stock
may not
be assigned,
transferred,
pledged or otherwise
disposed of in
any way other
than by the
Last Will
and Testament
of the
Director or the
laws of descent
and distribution, subject
to the bylaws of
the Corporation. Any
Restricted
Stock
held
by
a
beneficiary
shall
be
subject
to
the
restrictions
imposed
on
such
Restricted Stock. Any such attempt
at assignment, transfer, pledge
or other disposition shall be
without
effect.
If
the
Director,
the
Director’s
legal
representative
or
other
holder
of
the
Restricted
Stock
attempts
to
sell,
exchange,
transfer,
pledge
or
otherwise
dispose
of
any
Restricted Stock,
all Restricted
Stock will be
immediately forfeited
without any further
action
by the Corporation. Unless otherwise
determined by the Corporate Governance and
Nominating
7
Committee (the “Committee”)
at or following
the time of
grant, the following
provisions shall
apply in the event of the Director’s termination of service
as a director:
(a)
Due to Death.
Notwithstanding the
forgoing or
anything in this
Agreement to
the contrary, in the event of
the Director’s death, the Vesting Date of the
Award
shall accelerate following the date of the Director’s death.
(b)
Due to a
Change of Control.
Notwithstanding the
forgoing or
anything in this
Agreement
to the
contrary,
in the
event
of a
Change
of Control,
the Vesting
Date
of
the
Award
shall
accelerate
following
the
date
of
such
Change
of
Control.
(c)
Due to Cause.
In the event the Director’s services as director are terminated by
the Corporation or any Affiliate for Cause, the Restricted Stock awarded under
this Agreement
will thereupon be
forfeited at no
cost to the
Corporation or its
Affiliate and the Director will have no further rights thereunder
(d)
Due to Resignation.
In the event the Director terminates
his or her service as a
director
for
any or
no reason
(other
than
due
to death,
Change of
Control or
removal
for
cause)
prior
to
the
Vesting
Date,
the
Restricted
Stock
awarded
under this Agreement will thereupon
be forfeited at no cost
to the Corporation
or its Affiliate and the Director will have no further rights thereunder.
3.
Securities Law
Compliance.
Notwithstanding anything
to the
contrary contained
herein, no
shares under this Agreement may be granted
unless the shares of Restricted Stock issuable
upon
such
grant
are
then
registered
under
the
Securities
Act
of
1933,
as amended
(the
“Securities
Act”)
or,
if
such
shares
of
Restricted
Stock
are
not
then
so
registered,
the
Corporation
has
determined that such grant and issuance would be exempt from the registration requirements of
the
Securities
Act.
The
grant
of
shares
must
also
comply
with
other
applicable
laws
and
regulations
governing
the
grant,
and
no
grant
of
shares
will
be
permitted
if
the
Corporation
determines that such grant would not be in material compliance with such laws and regulations.
4.
Stock
Legend
.
The
Corporation
and
the
Director
agree
that,
to
the
extent
certificates
representing shares of Restricted Stock are issued by the
Corporation, during such time as such
Restricted Stock are
subject to the
provisions of this
Agreement and the
Plan, such certificates
will have endorsed upon them in bold-faced type a legend substantially in the following
form:
THE
SHARES
REPRESENTED
BY
THIS
CERTIFICATE
MAY
NOT
BE
SOLD,
ASSIGNED,
TRANSFERRED,
ENCUMBERED
OR
IN
ANY
MANNER
DISPOSED
OF,
EXCEPT
IN
COMPLIANCE
WITH
THE
TERMS
OF
THE
RESTRICTED
STOCK
AWARD
AGREEMENT
BETWEEN
THE
CORPORATION
AND
THE
INITIAL
HOLDER
OF
THE
SHARES.
THE
RESTRICTED
STOCK
AWARD
AGREEMENT
MAY
GRANT
CERTAIN
PURCHASE
OPTIONS
TO
THE
CORPORATION,
PROVIDES
FOR
FORFEITURE
OF
THE
SHARES
IN
CERTAIN
CIRCUMSTANCES,
AND IMPOSES
RESTRICTIONS ON
THE TRANSFER OF
THESE SHARES.
A
COPY
OF
THE
RESTRICTED
STOCK
AWARD
AGREEMENT
IS
ON
DEPOSIT
AT
THE
PRINCIPAL
OFFICE
OF
THE
CORPORATION
AND
WILL
BE
FURNISHED
BY
THE
CORPORATION
TO THE REGISTERED HOLDER HEREOF UPON
WRITTEN REQUEST.
5.
Agreement not a Service Contract.
This Agreement is not
an employment or service contract,
and nothing in this Agreement
nor the Plan shall be deemed to
confer on the Director any right
to be
or continue
in the
service of,
or to
continue or
establish any
other relationship
with, the
Corporation or its subsidiaries, as applicable, or limit in any way the right of the Corporation or
its subsidiaries or its shareholders to terminate its relationship with the Director
at any time.
6.
Tax Matters.
8
(a)
Tax
Withholding.
The Director
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 may withhold or cause to be withheld from the Award
(or the
Director’s compensation) any Federal, Puerto
Rico, state or
local taxes required
by
law
to
be
withheld
with
respect
to
such
Award.
By
acceptance
of
this
Agreement,
the
Director
agrees
to
such
deductions.
If
a
tax
withholding
is
required
under
applicable
law,
the
Corporation
will
withhold
shares
of
Common
Stock
with
a
value
equal
to
the
payment
of
the
taxes
that
the
Corporation determines it
is required to
withhold under applicable
tax laws
with
respect to
the Award
(with such
withholding obligation
determined based
on
any
applicable
minimum
statutory
withholding
rates), in
connection
with the
issuance of the Shares thereof. The Corporation will use the Fair Market Value
of the Common Stock on the Vesting
Date in order to determine the number of
shares to
be withheld.
If the
Director wishes
to remit
cash to
the Corporation
(through payment deductions
or otherwise), in
each case
in an
amount sufficient
in
the
opinion
of
the
Corporation
to
satisfy
such
withholding
obligation,
the
Director 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)
Section 83(b) Election.
The Director acknowledges
that if he or she
is subject
to taxation under the United
States Internal Revenue Code of
1986, as amended
(the “Code”), under
Section 83(b) of
the Code, the
difference between the Grant
Price and its fair market
value at the time any
forfeiture restrictions applicable
to such Restricted Stock lapse is reportable as
ordinary income at that time. For
this
purpose,
the
term
“forfeiture
restrictions”
includes
the
forfeiture
provisions,
and
restrictions
described
in
Section
2
of
this
Agreement.
Notwithstanding
the
foregoing,
the
Director
understands
that
he
or
she
may
elect to be
taxed at the
time the Restricted
Stock is acquired
hereunder, rather
than when and
as such Restricted
Stock ceases to be
subject to such
forfeiture
restrictions,
by
filing
an
election
under
Section
83(b)
of
the
Code
with
the
Internal
Revenue
Service
within
thirty
(30)
days
after
the Grant
Date.
If
the
Grant Price
equals the
fair market
value of
the Restricted
Stock on
such date,
or if it is likely that the
fair market value of the Restricted Stock at the time
any
forfeiture restrictions lapse will exceed the Grant Price, the election may avoid
adverse
tax
consequences
in
the
future.
The
Director
understands
that
the
failure to
make this
filing within
said thirty
(30) day
period will
result in
the
recognition
of
ordinary
income
by
the
Director
(in
the
event
the
fair
market
value of
the Restricted
Stock increases
after the
Grant Date)
as the
forfeiture
restrictions
lapse.
The
Director
acknowledges
that
it
is
his
or
her
sole
responsibility, and not the Corporation’s, to file a timely election under Section
83(b) of
the Code.
The Director
further acknowledges
that the
election under
Section 83(b) of the Code is an election that must be made with respect to each
separate
grant
of Restricted
Stock
that is
subject
to this
Agreement
and
that,
immediately
after
filing
the
election
with
the
Internal
Revenue
Service,
the
Director will deliver a copy of such election to the Corporation.
(c)
Section 409A.
The Restricted Stock granted under this Agreement is intended
to be exempt from Section 409A of the Code, to the extent applicable,
and this
Agreement is intended to, and shall be interpreted, administered
and construed
consistent
therewith.
Notwithstanding
anything
to
the
contrary,
the
Director
shall not
be considered
to have
ceased to
be a
director or
to have
terminated
service with the Corporation
for purposes of this
Agreement until the
Director
has
incurred
a
“separation
from
service”
from
the
Corporation
within
the
meaning of
Section 409A
of the
U.S. Code.
In addition,
for purposes
of this
9
Agreement, each amount to be paid to the Director pursuant
to this Agreement
shall be
construed as
a separate
payment for
purposes of
Section 409A
of the
U.S. Code.
7.
Rights as a
Shareholder.
Except for
the restrictions set
forth in this
Agreement and
the Plan
and unless otherwise
determined by the
Corporation, the Director
shall be entitled
to all of
the
rights of
a shareholder
with respect
to the
shares of
Restricted Stock
awarded pursuant
to this
Agreement including the right
to vote such shares of
Restricted Stock and to
receive dividends
and other distributions (if
any) payable with respect
to such shares;
provided, however, that cash
dividends paid on the Restricted
Stock shall be reinvested in
common stock of the Corporation
through the Popular, Inc. Dividend
Reinvestment and Stock Purchase Plan.
8.
Plan
Governs.
This Agreement
is subject
to
the terms
and
conditions
of the
Plan, which
is
incorporated herein by reference and which
the Director hereby acknowledges receiving
a copy.
The
Director
agrees
to
be
bound
by
all
terms
and
provisions
of
the
Plan
and
related
administrative
rules
and
procedures,
including,
without
limitation,
terms
and
provisions
and
administrative rules and procedures adopted and/or modified after the granting of the Award.
If
any provisions
hereof are
inconsistent with
those of
the Plan,
the provisions
of the
Plan shall
control.
9.
Notices.
Any notices required to be given or delivered to the Director or the Corporation under
the terms of this
Agreement or the Plan
shall be given in writing
and shall be deemed effectively
given upon receipt or, in
the case of
notices delivered by mail
by the Corporation to
the Director,
five (5) days after
deposit in the United
States mail, postage prepaid,
addressed to the Director
at the last address the
Director provided to the Corporation.
Notice to the Corporation
shall be
given in
writing and
shall be
deemed effectively
given upon
receipt or,
in the
case of
notices
delivered by
mail to
the Corporation
by the
Director,
five (5)
days after
deposit in
the United
States mail, postage prepaid, addressed to Chief Legal Officer, Popular, Inc. Board of Directors
(751), PO Box 362708, San Juan, Puerto Rico 00936-2708.
10.
Governing Law.
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.
11.
Severability.
If any provision of this Agreement
is held to be illegal or invalid for
any reason,
the illegality or
invalidity shall not
affect the remaining
provisions of the
Agreement, but such
provision shall
be fully
severable and the
Agreement shall be
construed and
enforced as if
the
illegal or invalid provision had never been included in the Agreement.
12.
Successors.
This Agreement
shall be binding
upon and
inure to the
benefit of
any successors
or
assigns
of
the
Corporation.
Subject
to
the
restrictions
on
transfer
set
forth
herein,
this
Agreement and
the Plan
shall be
binding upon
the Director
and the
Director’s heirs,
legatees,
executors, administrators, legal representatives, and successors.
13.
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 your rights and obligations under this 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 accelerate
or postpone
the payout
of shares
to occur
at a
time
other
than
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.
14.
Counterparts.
This Agreement may
be executed in
any number of
counterparts, all of
which
shall constitute one and the same
instruments, and any party hereto
may execute this Agreement
by signing and delivering one or more counterparts.
10
[Signature Page Follows]
IN WITNESS WHEREOF
, the parties hereto have entered into this Agreement as of [___].
POPULAR, INC.
DIRECTOR
By:
__________________________
Name: José R. Coleman Tió
By:
__________________________
Title:
Executive Vice President,
Chief Legal Officer and
Corporate Secretary
Name:
[INSERT DIRECTOR
NAME]
11
POPULAR, INC.
RESTRICTED STOCK AWARD
ANNEX I
Recipient:
Grant Date:
Total
Dollar Value
of Award:
$
Common Stock Market Price as of closing on Grant Date
: $
Restricted Stock Awarded:
Vesting Date:
12
POPULAR, INC.
RESTRICTED STOCK UNIT AWARD
AGREEMENT
This
RESTRICTED STOCK UNIT AWARD
AGREEMENT
(this “Agreement”) is made and entered
into as of
[____], by and
between POPULAR, INC.
(the “Corporation”)
and [INSERT
DIRECTOR NAME]
(the
“Director”).
Capitalized
terms
used
but
not
otherwise
defined
herein
shall
have
the
meanings
ascribed
to
them
under the Plan (as defined herein).
WHEREAS,
the Corporation maintains the Popular,
Inc. 2020 Omnibus Incentive Plan, as amended (the
“Plan”);
WHEREAS,
in
connection
with
the
Director’s
service
as
a
member
of
the
Board
of
Directors
of
the
Corporation and
certain of its
wholly-owned subsidiaries,
the Corporation desires
to grant Restricted
Stock Units
to the Director, subject to the terms and conditions
of the Plan and this Agreement; and
NOW THEREFORE
, in consideration
of the covenants
and agreements
contained herein
and for other
good and valuable consideration, the parties agree as follows:
15.
Award of
Restricted Stock Units
.
Subject to the terms and
conditions of this Agreement
and
the Plan,
in consideration
of Director’s
services as
a member
of the
Board of
Directors of
the
Corporation and/or
certain of
its wholly-owned
subsidiaries, the
Corporation hereby
grants to
the Director the
number of Restricted
Stock Units (“RSUs”)
set forth from
time to time
in Annex
I of this Agreement (the “Award
”). Annex I will be delivered
to the Director upon each Award
and will form
part of this
Agreement. Each RSU
represents the unfunded and
unsecured promise
of the Corporation to
issue to the Director
one share of Common
Stock, par value $.01
per share,
of the Corporation on the Settlement Date (as set forth in Section 4 hereof). No fractional RSUs
shall be
issued. Whenever
the computation
of the
number of
RSUs to
be awarded
results in
a
fractional amount, such amount shall be rounded up to the next greater whole number of RSUs.
16.
Vesting, Forfeiture and Transfer Restrictions.
The RSUs awarded
under this
Agreement shall
vest, become non-forfeitable and not
subject to restrictions on
the dates set
forth in Annex I.
The
RSUs may not be assigned, transferred, pledged or otherwise disposed of in any way other than
by the Last
Will and
Testament
of the Director
or the laws
of descent and
distribution, subject
to
the
bylaws
of
the
Corporation.
Any
RSUs
held
by
a
beneficiary
shall
be
subject
to
the
restrictions
imposed
on
such
RSUs
by
this
Agreement
and
the
Plan.
Any
such
attempt
at
assignment,
transfer,
pledge
or
other
disposition
shall
be
without
effect.
If
the
Director,
the
Director’s legal representative
or other holder of
the RSUs attempts to sell,
exchange, transfer,
pledge
or otherwise
dispose
of any
RSU, all
RSU will
be
immediately
forfeited
without
any
further action
by the
Corporation. Unless
otherwise determined
by the
Corporate Governance
and Nominating Committee
(the “Committee”) at or following
the time of grant,
the following
provisions shall apply in the event of the Director’s termination
of service as a director:
(e)
Due to Death.
Notwithstanding the
forgoing or
anything in this
Agreement or
any
Election
Form
to
the
contrary,
in
the
event
of
the
Director’s
death,
the
Vesting
Date of
any unvested
Award
shall accelerate
and all
Awards
granted
under
this
Agreement
shall
be
settled
as
soon
as
practicable
but
in
no
event
more than sixty (60) days following the date of the Director’s death.
(f)
Due to a
Change of Control.
Notwithstanding the
forgoing or
anything in this
Agreement or
any Election
Form to
the contrary,
in the
event of
a Change
of
Control,
the
Vesting
Date
of
any
unvested
Award
shall
accelerate
and
all
Awards granted under this Agreement shall be
settled as soon as
practicable but
in
no
event
more
than
sixty
(60)
days
following
the
date
of
such
Change
of
Control.
13
(g)
Due to Cause.
In the event the Director’s services as director are terminated by
the
Corporation
or
any
Affiliate
for
Cause,
any
unvested
Award
under
this
Agreement (including any associated
Dividend Equivalents (as
defined below))
will thereupon be forfeited at no cost to the Corporation or its Affiliate
and the
Director will have no further rights thereunder.
(h)
Due to Resignation.
In the event the Director terminates
his or her service as a
director for
any or
no reason
(other than
due to
death,
Change of
Control or
removal for
cause) prior
to the
applicable Vesting
Date, any
unvested Award
under
this
Agreement
(including
any
associated
Dividend
Equivalents
(as
defined below)) will thereupon
be forfeited at no
cost to the Corporation or
its
Affiliate and the Director will have no further rights thereunder.
17.
Election to Defer Receipt of Shares.
The Director has elected to defer, to some future date as
provided in Section 4 of this Agreement and set forth in Annex I, the receipt of all the shares of
Common
Stock underlying
the Award
granted
pursuant
to this
Agreement
(the “Shares”).
In
order
to
defer
the
receipt
of
the
Shares,
the
Director
has
completed
and
filed
a
Director
Compensation Election Form (the “Election Form”)
with the Plan administrator, which Election
Form is incorporated herein by reference.
18.
Settlement Date and Issuance of Shares.
The Director has elected to receive the Shares in
one
of the following manners (each a “Settlement Date”) as set forth in Annex
I hereto:
(a)
Lump-Sum.
The Director
will receive
the Shares
on the
15
th
of August
immediately following
the date the Director ceases to be a director of the Corporation, or
(b)
Annual Installments.
The Director will receive
the Shares in equal
annual installments on each
15
th
of August of the 1
st
, 2
nd
, 3
rd
, 4
th
and 5
th
year after the Director ceases to
be a director of the
Corporation.
On the Settlement Date selected by the Director, the Corporation shall issue to the Director the Shares as
provided in this section.
19.
Rights as
Stockholder.
The
Director
shall not
have
any
rights (including
voting rights)
of a
shareholder of the Corporation with respect to
the RSUs until the Shares
have been issued to the
Director on the Settlement Date
20.
Dividend
Equivalents.
To
the
extent
that
cash
dividends
are
declared
and
paid
on
the
Corporation’s
outstanding Common
Stock after the
Grant Date but
before the Settlement
Date
of the
Award,
the Director
shall receive
an additional
number of
RSUs that
reflect reinvested
dividend
equivalents.
The dividend
equivalents will
be equal
in value
(based on
the reported
dividend rate on
the date dividends
are paid) to
the amount of
dividends that would
have been
paid on the Shares not yet delivered to the Director (the “Dividend
Equivalents”). The Director
shall receive as
of the date
of the dividend
payment a number
of RSUs equal
to the amount
of
the cash dividend paid by the Corporation on a single
share of Common Stock multiplied by the
number
of
RSUs
awarded
under
this
Agreement,
divided
by
the
Fair
Market
Value
of
the
Common
Stock
of
the
Corporation
on
the
date
of
the
dividend
payment
(the
“Dividend
Equivalent RSUs”). The Dividend Equivalent RSUs will be delivered to the Director as soon as
practicable following
the date of
the dividend
payment and
will vest
on the
same vesting date
applicable to
the RSUs to
which they
relate. The underlying
shares of Common
Stock of such
Dividend Equivalent RSUs will
be issued to the Director
on the Settlement Date in
accordance
with Section
4 and
Annex I
of this
Agreement,
in the
same manner
as the
Shares are
issued.
Dividend
Equivalent
RSUs obtained
by
the
Director
will also
be
entitled
to
obtain
Dividend
Equivalents in accordance with this
Section 6, when cash dividends
are declared and paid by
the
Corporation.
Shares
of
Common
Stock
underlying
Dividend
Equivalent
RSUs
shall
also
be
referred to herein as “Shares”.
14
21.
Tax Matters.
(a)
Tax
Withholding.
The Director
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
and any
Dividend Equivalent
RSUs.
The Corporation
may withhold
or cause
to
be
withheld
from
the
Award
and
any
Dividend
Equivalent
RSUs
(or
Director’s
other
compensation)
any
Federal, Puerto
Rico, state
or local
taxes
required
by
law
to
be
withheld
with
respect
to
such
Award
or
Dividend
Equivalent
RSUs.
By
acceptance
of
this
Agreement,
Director
agrees
to
such
deductions.
If
a
tax
withholding
is
required
under
applicable
law,
the
Corporation will
withhold shares
of Common
Stock with
a value
equal to
the
payment of the taxes that the Corporation
determines it is required to withhold
under
applicable
tax
laws
with
respect
to
the
Award
and
any
Dividend
Equivalent RSUs
(with such
withholding obligation
determined based
on any
applicable
minimum
statutory
withholding
rates),
in
connection
with
the
issuance of the Shares thereof. The Corporation will use the Fair Market Value
of the Common Stock on the Settlement Date in order to determine the number
of shares to be withheld. If the Director wishes
to remit cash to the Corporation
(through payment deductions
or otherwise), in
each case
in an
amount sufficient
in
the
opinion
of
the
Corporation
to
satisfy
such
withholding
obligation,
the
Director 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)
Section 409A.
The intent
of the
parties is
that the
Award
and
any Dividend
Equivalent
RSUs
granted
hereunder
comply
with
Section
409A
of
the
U.S.
Code
to
the
extent
subject
thereto,
and,
accordingly,
to
the
maximum
extent
permitted, this Agreement,
the Plan and the Election
Form shall be interpreted
and be administered
to be in
compliance therewith.
Notwithstanding anything
to
the
contrary,
the
Director
shall
not
be
considered
to
have
ceased
to
be
a
director or to have terminated service with the Corporation for purposes of this
Agreement until the Director has incurred a “separation from service” from the
Corporation within the meaning of Section
409A of the U.S.
Code.
In addition,
for purposes of this
Agreement, each amount to
be paid to
the Director pursuant
to
this
Agreement
shall
be
construed
as
a
separate
payment
for
purposes
of
Section 409A of the U.S. Code.
22.
Securities Law
Compliance.
The delivery
of all
or any
of the
Shares under
this Agreement
shall only be
effective at
such time as
the issuance of
such Shares will
not violate
any state or
federal securities or other laws. The
Corporation is under no obligation to
effect any registration
of Shares under
the Securities Act of
1933 or to effect
any state registration
or qualification of
the Shares. The Corporation may, in its sole discretion, delay the delivery of the Shares or place
restrictive legends
on such
Shares in order
to ensure that
the issuance of
any Shares
will be in
compliance with federal
or state
securities laws and
the rules of
NASDAQ or
any other exchange
upon which the
Corporation’s Common
Stock is traded.
If the Corporation
delays the delivery
of the Shares in order to ensure
compliance with any state or federal securities
or other laws, the
Corporation
shall
deliver
the
Shares
at
the
earliest
date
at
which
the
Corporation
reasonably
believes
that
such
delivery
will
not
cause
such
violation,
or
at
such
other
date
that
may
be
permitted under law.
23.
Agreement not a Service Contract.
This Agreement is not
an employment or service contract,
and nothing in this Agreement
nor the Plan shall be deemed to
confer on the Director any right
to be
or continue
in the
service of,
or to
continue or
establish any
other relationship
with, the
Corporation or its subsidiaries, as applicable, or limit in any way the right of the Corporation or
its subsidiaries or its shareholders to terminate its relationship with the Director
at any time.
15
24.
Plan
Governs.
This Agreement
is subject
to
the terms
and
conditions
of the
Plan, which
is
incorporated herein by reference and which
the Director hereby acknowledges receiving
a copy.
The
Director
agrees
to
be
bound
by
all
terms
and
provisions
of
the
Plan
and
related
administrative
rules
and
procedures,
including,
without
limitation,
terms
and
provisions
and
administrative rules and procedures adopted and/or modified after the granting of the Award.
If
any provisions
hereof are
inconsistent with
those of
the Plan,
the provisions
of the
Plan shall
control.
25.
Notices.
Any notices required to be given or delivered to the Director or the Corporation under
the terms of this
Agreement or the Plan
shall be given in writing
and shall be deemed effectively
given upon receipt or, in
the case of
notices delivered by mail
by the Corporation to
the Director,
five (5) days after
deposit in the United
States mail, postage prepaid,
addressed to the Director
at the last address the
Director provided to the Corporation.
Notice to the Corporation
shall be
given in
writing and
shall be
deemed
effectively given
upon receipt
or,
in the
case of
notices
delivered by
mail to
the Corporation
by the
Director,
five (5)
days after
deposit in
the United
States mail, postage prepaid, addressed to Chief Legal Officer, Popular, Inc. Board of Directors
(751), PO Box 362708, San Juan, Puerto Rico 00936-2708.
26.
Governing Law.
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.
27.
Severability.
If any provision of this Agreement
is held to be illegal or invalid for
any reason,
the illegality or
invalidity shall not
affect the remaining
provisions of the
Agreement, but such
provision shall
be fully
severable and the
Agreement shall be
construed and
enforced as if
the
illegal or invalid provision had never been included in the Agreement.
28.
Successors.
This Agreement
shall be binding
upon and
inure to the
benefit of
any successors
or
assigns
of
the
Corporation.
Subject
to
the
restrictions
on
transfer
set
forth
herein,
this
Agreement and
the Plan
shall be
binding upon
the Director
and the
Director’s heirs,
legatees,
executors, administrators, legal representatives, and successors.
29.
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 your rights and obligations under this 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 accelerate
or postpone
the payout
of shares
to occur
at a
time
other
than
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.
30.
Counterparts.
This Agreement may
be executed in
any number of
counterparts, all of
which
shall constitute one and the same
instruments, and any party hereto
may execute this Agreement
by signing and delivering one or more counterparts.
[Signature Page Follows]
16
IN WITNESS WHEREOF
, the parties hereto have entered into this Agreement as of [___].
POPULAR, INC.
DIRECTOR
By:
__________________________
Name: José R. Coleman Tió
By:
__________________________
Title:
Executive Vice President,
Chief Legal Officer and
Corporate Secretary
Name:
[INSERT DIRECTOR
NAME]
17
POPULAR, INC.
RESTRICTED STOCK UNIT AWARD
ANNEX I
Recipient:
Grant Date:
Total
Dollar Value
of Award:
$
Common Stock Market Price as of closing on Grant Date
: $
Restricted Stock Units Awarded:
Vesting Date:
Settlement Date selected by the Director on the Director
Compensation Election Form:
__________ Lump-Sum
– the
15
th
of August
immediately following
the date
the Director
ceases to
be a director
of
the Corporation.
__________ Annual Installments
– each 15
th
of August of the 1
st
, 2
nd
, 3
rd
, 4
th
and 5
th
year after the Director ceases
to
be a director of the Corporation.