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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.
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
/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