EX-10.3 4 d82325dex103.htm EX-10.3 EX-10.3
 
 
 
 
 
 
 
 
 
 
 
 
d82325dex103p1i0
1
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.
 
 
 
 
 
 
 
 
 
2
(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
 
 
 
3
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
 
 
 
 
 
 
 
4
affect any
 
right that
 
the Corporation
 
or any
 
of its
 
affiliates may
 
have to
 
terminate or
 
alter the
 
terms and
conditions of your employment.
 
9.
Successors
 
and
 
Assigns
 
of
 
the
 
Corporation.
 
The
 
terms
 
and
 
conditions
 
of
 
this
Award Agreement shall be binding
 
upon, and shall
 
inure to the
 
benefit of, the
 
Corporation and its
 
successor
entities.
10.
Committee Discretion.
 
Subject to the terms of the
 
Plan, the Committee shall have
full discretion with respect to any actions to be taken or determinations to be made in connection with this
Award Agreement, and its determinations shall be final, binding and conclusive.
11.
Amendment.
 
The Committee
 
reserves the
 
right at
 
any time
 
to amend
 
the terms
and conditions
 
set forth
 
in this
 
Award
 
Agreement; provided that,
 
notwithstanding the foregoing,
 
no such
amendment
 
shall
 
materially
 
adversely
 
affect
 
your
 
rights
 
and
 
obligations
 
under
 
this
 
Award
 
Agreement
without
 
your
 
consent
 
(or
 
the
 
consent
 
of
 
your
 
estate,
 
if
 
such
 
consent
 
is
 
obtained
 
after
 
your
 
death),
 
and
provided, further, that the Committee may not postpone the payout of shares to
 
occur at any time after the
applicable time provided for in this Award Agreement. Any amendment of this
 
Award Agreement shall be
in
 
writing signed
 
by
 
an
 
authorized member
 
of
 
the
 
Committee or
 
a
 
person
 
or
 
persons
 
designated
 
by the
Committee.
12.
Adjustment; Other
 
Plan Provisions.
 
Subject to
 
Section 11,
 
the Committee
 
shall
adjust equitably the terms of this
 
Award
 
in accordance with Section 5.3 of the
 
Plan, if applicable. Subject
to
 
the
 
terms
 
of
 
this
 
Award
 
Agreement,
 
the
 
Restricted
 
Stock
 
shall
 
be
 
subject
 
to
 
the
 
terms
 
of
 
the
 
Plan,
including,
 
but
 
not
 
limited
 
to,
 
the
 
provisions
 
of
 
Section 8.4
 
related
 
to
 
dividends and
 
voting
 
rights.
 
Cash
dividends paid on the Restricted
 
Stock and on all of the
 
Common Stock that may be subsequently
 
acquired
with such
 
cash dividends,
 
will be
 
invested in
 
the purchase
 
of additional
 
shares of
 
Common Stock
 
of the
Corporation
 
in
 
accordance with
 
the
 
Popular,
 
Inc.
 
Dividend Reinvestment
 
and
 
Stock
 
Purchase
 
Plan
 
(the
“DRIP”); such shares are
 
not subject to the
 
restrictions and are immediately
 
vested. The Restricted Stock
shall be held in custody by the Fiduciary Services Division of Banco Popular
 
de Puerto Rico.
13.
Governing Law.
 
This award
 
shall be
 
governed by
 
and construed
 
in
 
accordance
with the laws of Puerto Rico, without regard to principles of conflicts of
 
laws.
14.
Incentive Recoupment.
 
This award
 
shall be
 
subject to
 
the terms
 
of the
 
Popular, Inc.
Compensation Recoupment Policy in effect as of the Grant Date and as such guideline may be required to
be modified in accordance with applicable law or regulation.
15.
Headings.
 
The
 
headings
 
in
 
this
 
Award
 
Agreement
 
are
 
for
 
the
 
purpose
 
of
convenience only and are not intended to define or limit the construction of
 
the provisions hereof.
 
IN WITNESS WHEREOF,
 
POPULAR, INC. and the
 
Recipient caused this Award
 
Agreement to
be duly executed and delivered as of the Grant Date.
5
POPULAR, INC.
 
ACCEPTED:
 
By:
 
Eduardo J. Negrón
 
By:
 
Javier D. Ferrer
Title:
 
Executive Vice President
 
Title: President and
 
Chief Administration Officer
 
Chief Operating Officer
/s/ Eduardo Negrón
 
/s/ Javier D. Ferrer
_________________________
 
___________________________
Signature
 
Signature
 
 
 
 
 
 
 
6
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