EX-10 3 exhibit102.htm EXHIBIT 10.2
F--140
EXHIBIT
10.2
FIRST BANCORP
RESTRICTED STOCK AWARD
AGREEMENT
THIS
AGREEMENT
is
entered
into
as
of
the
___
day
of
_________,
and
effective
as
of
the
___
day
of
_____,
____
(the
“Effective Date”), by and between First BanCorp (the "Corporation"),
and ____________ (the "Participant").
The Corporation,
pursuant
to
its First
BanCorp
Omnibus
Incentive
Plan, as
amended
(the
"Plan"),
hereby
grants
the
following
stock award to the Participant, which award shall have the terms and conditions set forth
in this Agreement:
1.
Definitions
All capitalized
terms used herein
and not otherwise
specifically defined
herein shall
have the
meanings ascribed
to such terms
in
the Plan.
2.
Award
The Corporation, as
of the Effective
Date, hereby grants
to the Participant a
restricted stock award
of _____ shares
(the "Shares")
of common
stock, par
value $0.10
per share,
of the
Corporation (the
"Common Stock"),
subject to
the terms
and conditions
set forth
herein
and subject
to the
terms and
conditions
of the
Plan
which
is incorporated
herein
by reference
and
made
a part
hereof for
all
purposes.
The restricted
period shall
commence upon
the Effective
Date and shall
lapse with
respect to the
Shares on such
date the
vesting
period of the Shares elapses.
3.
Vesting
Subject to the terms and conditions of this Agreement,
the Shares shall vest solely on the basis of the passage of time over
a three-
year period
as follows: fifty
percent (50%)
of the
Shares shall vest
on the
second anniversary
date of
the Effective
Date of
the award
and the remaining
fifty percent (50%)
shall vest on
the third anniversary
date of the
Effective Date
of the award.
Notwithstanding the
foregoing,
and
subject
to
earlier
vesting
as
provided
in
Section
7
hereof,
Shares
may
vest
more
quickly
in
the
event
of
death,
Disability, Retirement, or
a Change in Control or other specified permitted vesting events.
4.
Restriction on Transfer
Until the
Shares vest
pursuant to
Section 3 hereof,
none of
the Shares
may be
sold, assigned,
transferred, pledged,
hypothecated,
or otherwise
encumbered, and
no attempt
to transfer
the Shares,
whether voluntary
or involuntary,
by operation
of law
or otherwise,
shall vest the transferee with any interest or right in or with respect to the Shares.
5.
Issuance and Custody
(a)
Shares of
Common
Stock shall
be issued
in book-entry
form only
and
shall not
be represented
by a
certificate
and
shall be
registered in the name of the Participant. Each such book-entry shall bear
the following legend:
“THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES
REPRESENTED BY THIS BOOK-ENTRY
FORM ARE SUBJECT TO
THE TERMS AND CONDITIONS
OF A CERTAIN
RESTRICTED STOCK AWARD
AGREEMENT EFFECTIVE
AS OF _______,
_____, AS AMENDED
FROM TIME TO
TIME, AND THE
FIRST
BANCORP
OMNIBUS
INCENTIVE
PLAN,
AS
AMENDED.
COPIES
OF
SUCH
AGREEMENT
AND
PLAN
MAY
BE
OBTAINED
AT
NO
COST
BY
WRITTEN
REQUEST
MADE
BY
THE
HOLDER
OF
RECORD
OF
THIS BOOK-ENTRY FORM
TO THE SECRETARY
OF THE CORPORATION.”
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(b) Participant
shall execute
stock powers
relating to
the Shares
and deliver
the same
to the
Corporation.
The Corporation
shall
use such stock powers only for the purpose of canceling any unvested Shares
that are forfeited.
(c) Each
book-entry form
issued pursuant
to Section 5(a)
hereof,
together with
the stock
powers relating
to the
Shares, shall
be
deposited
by
the
Corporation
with
the
Secretary
of
the
Board
of
Directors
(the
“Secretary”)
of
the
Corporation
or
a
custodian
designated by the
Secretary.
Unless otherwise determined
by the Committee,
delivery of the
Shares will be
by book-entry credit
to an
account maintained
by the registrar and
transfer agent of
the shares with the
applicable restrictions
on transferability imposed
on such
Shares by this Agreement.
(d) After any Shares
vest pursuant to
Section 3 hereof and there
exists no restrictions on
transfer pursuant to Section
4 hereof, the
Corporation shall
promptly cause
issue a
book-entry form
evidencing such
vested Shares,
free of
the legend
provided in
section 5(a)
hereof, and shall be delivered to the Participant or the Participant's legal representatives,
beneficiaries, or heirs.
6.
Distributions and Adjustments
(a)
If
all
or
any
portion
of
the
Shares
vest
subsequent
to
any
change
in
the
number
or
character
of
Shares
of
Common
Stock
(through
stock
dividend,
recapitalization,
stock
split,
reverse
stock
split,
reorganization,
merger,
consolidation,
split-up,
spin-off,
combination, repurchase or
exchange of Shares of
Common Stock or other
securities of the Corporation,
issuance of warrants or
other
rights
to
purchase
Shares
of
Common
Stock
or
other
securities
of
the
Corporation
or
other
similar
corporate
transaction
or
event
affecting the Shares
such that an adjustment is
determined by the Compensation
and Benefit Committee of the
Board of Directors (the
"Committee") to be
appropriate in order
to prevent dilution
or enlargement
of the interest
represented by the
Shares), Participant shall
then receive
upon such
vesting the
number and
type of
securities or
other consideration
which he
would have
received if
the Shares
had vested prior to the event changing the number or character of outstanding Shares of
Common Stock.
(b)
Any
additional
Shares
of
Common
Stock,
any
other
securities
of
the
Corporation
and
any
other
property
(except
for
cash
dividends) distributed
with respect
to the
Shares prior
to the
date the
Shares vest
shall be
subject to
the same
restrictions,
terms, and
conditions as the Shares.
(c) Any
additional Shares
of Common
Stock, any
securities, and
any other
property (except
for cash
dividends) distributed
with
respect to the
Shares prior to
the date such
Shares vest shall
be promptly deposited
with the Secretary,
or the custodian
designated by
the Secretary to be held in custody in accordance with Section 5(c) hereof.
(d) Shares
shall have the
rights to dividends
or dividend equivalents,
as applicable,
during the Restriction
Period. Such dividends
or dividend equivalents will accrue during the Restriction Period, but not be
paid until restrictions lapse.
(e) The Participant will have the right to vote the Shares.
7.
Forfeiture; Termination
of Services; Change of Control
(a) In the
event of the
death of the
Participant while employed
by the Corporation,
Shares held by
the Participant which
have not
vested, shall vest irrespective of whether the vesting period has been completed.
(b) In
the event
the Participant’s
employment
is terminated
by reason
of Disability,
Shares held
by such
participant
which have
not vested, shall vest irrespective of whether the vesting period has been completed.
(c)
In
the
event
the
Participant’s
employment
is
terminated
by
the
Corporation
or
any
Affiliate
for
Cause,
Shares
held
by
the
Participant which have not vested shall be forfeited and canceled upon
such termination.
(d) Unless otherwise
determined by the Committee,
in the event the
Participant’s employment
ends as a result
of the Participant’s
resignation
from
the
Corporation
or
an
Affiliate,
any
Shares
held
by
such
Participant
which
has
not
vested,
shall
be
forfeited
and
canceled upon such termination.
(e)
In
the
event
the
Participant’s
employment
is
terminated
by
reason
of
Retirement,
or
who
is
voluntarily
or
involuntarily
terminated
within
one
year
after
a
Change
in
Control,
Shares
held
by
the
Participant
shall
vest
irrespective
of
whether
the
vesting
period has been completed.
F--138
(f) Based on particular circumstances
evaluated by the Committee as they
may relate to the termination of
a Participant, the Board
may,
with
the
recommendation
of
the
Committee,
grant
the
full
vesting
of
the
Shares
held
by
the
Participant
upon
termination
of
employment.
(g)
If
awards
are
accelerated
for
reasons
other
than
death,
disability,
retirement,
or
change
in
control,
those
discretionarily
accelerated shares will be limited to 10% of the total number of shares authorized
under Section 5(a) of the Plan.
8.
Taxes
The Corporation
is authorized to
withhold from
any Award
granted, any
payment relating
to an Award
under the
Plan, including
from a
distribution of
shares of
Common Stock,
or any
payroll or
other payment
to a
participant, amounts
of withholding
and other
taxes
due
or
potentially
payable
in
connection
with
any
transaction
involving
an
Award,
and
to
take
such
other
action
as
the
Committee may deem
advisable to enable
the Corporation and
participants to satisfy obligations
for the payment
of withholding taxes
and other tax obligations
relating to any Award.
This authority shall include
authority to withhold or
receive shares of Common
Stock
or other
property and
to make
cash payments
in respect
thereof in
satisfaction of
a participant’s
withholding obligations,
either on
a
mandatory or
elective basis
in the
discretion of
the Committee,
or in
satisfaction of
other tax
obligations if
such withholding
will not
result in additional accounting expense
to the Corporation. Notwithstanding other provisions
of the Plan, only the minimum
amount of
shares
of
Common
Stock
deliverable
in
connection
with
an
Award
necessary
to
satisfy
statutory
withholding
requirements
will
be
withheld, unless withholding
of any additional
amount of shares of
Common Stock will
not result in
additional accounting expense
to
the Corporation.
9.
Miscellaneous
(a) This Agreement is issued
pursuant to the Plan
and is subject to its terms.
Participant hereby acknowledges
receipt of a copy of
the Plan. The Plan is also available for inspection during business hours at the principal
office of the Corporation.
(b) This Agreement
shall not confer on
the Participant any right
with respect to continuance
of employment of
the Corporation or
any of its subsidiaries.
(c) This
Agreement shall
be governed
by and
construed under
the laws of
the Commonwealth
of Puerto
Rico, without
regard for
conflicts of laws principles thereof.
IN
WITNESS
WHEREOF
,
the
parties
hereto
have
caused
this
Agreement
to
be
duly
executed,
and
the
corporate
seal
affixed,
by
its
officers
thereunto
duly
authorized,
and
the Participant
has
hereunto
set
his
hand,
all
on
the
day
and
year
first
above
written.
Corporate Seal
FIRST BANCORP
PARTICIPANT
By:
By: