EX-10.1 2 d82325dex101.htm EX-10.1 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
d82325dex101p3i0
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.