Award Agreement, dated as of December 7, 2023, by and between Carlos J. Vzquez and Popular, Inc

EX-10.28 3 d52551dex1028.htm EX-10.28 EX-10.28
 
 
 
 
1
AWARD
 
AGREEMENT
EXHIBIT 10.28
This AWARD
 
AGREEMENT (“Agreement”) is made and entered into
 
by and between Carlos J.
 
Vázquez
(“Executive”) and Popular, Inc. (the “Corporation”)
 
as of December 7, 2023.
WHEREAS
, Executive is currently employed by
 
the Corporation as Executive Vice
 
President and Chief
Financial Officer;
WHEREAS,
 
Executive has decided to voluntarily
 
retire from the Corporation effective
 
March 31, 2024;
and
WHEREAS,
 
in connection
 
with Executive’s
 
voluntarily retirement,
 
the Corporation, through
 
the Talent
and Compensation Committee of
 
the Board of
 
Directors of the
 
Corporation (the “Committee”), has
 
decided to grant
Executive the short-term and long-term awards set forth in this Agreement; and
NOW THEREFORE,
 
in consideration of the promises, and the agreements of the parties set forth in this
Agreement,
 
and
 
other
 
good
 
and
 
valuable
 
consideration,
 
the
 
receipt
 
and
 
sufficiency
 
of
 
which
 
are
 
hereby
acknowledged, the parties hereby agree as follows:
1.
Awards.
 
Subject to the terms and conditions set forth herein
 
and the continuous employment of
Executive with the Corporation until
 
March 31, 2024 (the “Retirement Date”),
 
the Corporation
shall
 
provide
 
Executive
 
with
 
the
 
short-term
 
and
 
long-term
 
awards
 
set
 
forth
 
below
 
(the
“Awards”). The Awards
 
shall be made under the Popular, Inc. 2020 Omnibus
 
Incentive Plan, as
amended (the “Plan”), and, except as otherwise provided herein, shall be subject to the terms of
the Plan. Capitalized terms used but not
 
otherwise defined in this Agreement have the
 
meanings
given in the Plan.
(i)
Short-Term
 
Award
 
–
 
The
 
Corporation
 
shall
 
grant
 
Executive
 
a
 
prorated
 
short-term
incentive cash award
 
corresponding to fiscal
 
year 2024 equal
 
to $153,000, corresponding
to the Executive’s target opportunity under the short-term annual cash
 
incentive for such
year,
 
equal to
 
80% of
 
the Executive’s
 
current base
 
salary,
 
prorated based
 
on the
 
three
full
 
calendar
 
months
 
of
 
employment
 
during
 
2024.
 
The
 
Short-Term
 
Award
 
shall
 
be
payable
 
to
 
Executive
 
on
 
the
 
first
 
payroll
 
date
 
following
 
the
 
Retirement
 
Date.
Notwithstanding
 
the above,
 
the Executive
 
will continue
 
to be
 
eligible for
 
a short-term
incentive cash award for fiscal year 2023, payable during the first quarter of
 
2024.
(ii)
Long-Term
 
Award
 
–
 
The
 
Corporation
 
shall
 
grant
 
Executive
 
a
 
long-term
 
equity
incentive award for fiscal year 2024 equal to $612,000. The Long-Term
 
Award shall be
granted
 
by
 
the
 
Committee
 
to
 
the
 
Executive
 
in
 
restricted
 
stock
 
at
 
the
 
first
 
scheduled
meeting
 
of
 
the
 
Committee
 
taking
 
place
 
in
 
the
 
month
 
of
 
February
 
2024
 
(the
 
“Grant
Date”), on which date the
 
Committee shall determine the
 
total number of restricted stock
earned based on the closing price of the Corporation’s common stock on the Grant Date
(the “Restricted
 
Stock”). The
 
Long-Term
 
Award
 
corresponds to
 
the Executive’s
 
target
opportunity under the long-term equity incentive
 
of 80% of the
 
current base salary of the
Executive.
2.
Long-Term Award
 
Vesting
 
and Payout.
 
(a)
Restricted
 
Stock
 
Vesting.
 
Except
 
as
 
otherwise
 
stated
 
in
 
this
 
Section
 
2
 
and
subject to Section
 
6 of the
 
Agreement, the Restricted Stock
 
shall become vested
on March 31, 2025 (the “Vesting
 
Date”).
 
 
 
 
 
 
2
(b)
Death.
 
In
 
the
 
event
 
of
 
the
 
Executive’s
 
death
 
before
 
the
 
Vesting
 
Date
 
and
Executive’s rights in respect of
 
the Long-Term Award have not been previously
terminated, any
 
then unvested outstanding
 
Restricted Stock shall
 
immediately
vest
 
and
 
be
 
paid
 
to
 
the
 
representative
 
of
 
Executive’s
 
estate
 
promptly
 
after
Executive’s death.
(c)
Disability.
 
If Executive becomes subject to Disability before the Vesting
 
Date
and
 
Executive’s
 
rights
 
in
 
respect
 
of
 
the
 
Long-Term
 
Award
 
have
 
not
 
been
previously
 
terminated,
 
any
 
then
 
unvested
 
outstanding
 
Restricted
 
Stock
 
shall
immediately
 
vest
 
and
 
shall
 
be
 
paid
 
to
 
Executive
 
promptly
 
after
 
Executive
becomes subject to Disability.
(d)
Payout.
 
The shares vested in accordance with
 
this Section 2, will be delivered
to Executive
 
as soon as
 
administratively practicable,
 
generally within
 
45 days
following the Vesting
 
Date.
3.
Termination of
 
Award.
(a)
Except
 
as provided
 
herein,
 
Executive’s
 
rights
 
in
 
respect
 
of
 
the
 
Awards
 
shall
immediately terminate, and no Awards shall be paid in respect
 
thereof, if at any
time prior to the Retirement Date Executive terminates his employment.
(b)
If the
 
Corporation
 
terminates Executive’s
 
employment for
 
Cause prior
 
to the
Retirement
 
Date,
 
Executive’s
 
Awards
 
shall
 
be
 
cancelled
 
and
 
the
 
provisions
under the Plan will apply.
4.
Non-transferability.
 
The
 
Awards
 
(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)
Executive
 
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 Awards.
 
The Corporation will
withhold shares of Common Stock for the payment of taxes in connection with
the vesting
 
of the
 
Restricted Stock
 
or upon
 
the occurrence
 
of any
 
other event
that, in accordance with
 
applicable law, will generate a
 
tax liability with
 
regards
to the
 
Long-Term
 
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
 
Executive
 
wishes
 
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,
 
Executive
 
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)
Executive’s right to receive shares
 
pursuant to the Long-Term
 
Award
 
is
conditioned on the receipt to the reasonable satisfaction of the Committee of
any required documentation that the Committee may reasonably
 
determine to
be necessary or advisable.
 
3
6.
Restrictive Covenants.
 
(a)
In consideration of the terms of the Awards,
 
Executive agrees to the restrictive
covenants
 
and
 
associated
 
remedies
 
as
 
set
 
forth
 
below,
 
which
 
exist
independently of and in
 
addition to any
 
obligation to which Executive
 
is subject
under
 
the
 
terms
 
of
 
any
 
other
 
agreement
 
with
 
the
 
Corporation
 
or
 
any
 
of
 
its
subsidiaries (Collectively,
 
“Popular”).
(b)
For a period of one
 
year immediately following the Retirement
 
Date, Executive
will
 
not
 
do
 
any
 
of
 
the
 
following,
 
either
 
directly
 
or
 
indirectly
 
or
 
through
associates, agents, or employees:
 
(i)
work or associate (including
 
as a director, officer, employee,
partner,
 
consultant,
 
agent
 
or
 
advisor)
 
with
 
or
 
otherwise
provide
 
services
 
to,
 
or
 
operate,
 
manage
 
or
 
control
 
in
 
any
way,
 
a
 
Competitive
 
Enterprise
 
performing
 
the
 
same
 
or
similar duties as
 
those which
 
were performed
 
by Executive
in
 
Popular
 
during
 
the
 
12-month
 
period
 
immediately
preceding
 
the
 
Retirement
 
Date.
 
“Competitive
 
Enterprise”
means
 
any
 
business
 
enterprise
 
that
 
either
 
(1)
 
engages
 
in
commercial
 
or
 
consumer
 
financial
 
services,
 
retail banking,
internet
 
banking,
 
or
 
other
 
financial,
 
investment,
 
financial
advisor,
 
trust or
 
insurance services
 
to either
 
commercial or
consumer
 
customers in
 
the Commonwealth
 
of Puerto
 
Rico
or the
 
States of
 
New York
 
or Florida,
 
or (2)
 
holds a
 
5% or
greater
 
equity,
 
voting or
 
profit participation
 
interest in
 
any
enterprise that engages in such a competitive activity within
the
 
Commonwealth
 
of
 
Puerto
 
Rico
 
or
 
the
 
States
 
of
 
New
York
 
or Florida;
(ii)
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
 
of
 
the
 
Retirement
 
Date)
 
for
 
the
 
purpose
 
of
encouraging that
 
employee or consultant
 
to leave Popular’s
employ or sever an agreement for services; or
 
(iii)
solicit,
 
participate
 
in
 
or
 
assist
 
in
 
the
 
solicitation
 
of
 
any
 
of
Popular’s
 
customers
 
serviced
 
by
 
Executive
 
or
 
with
 
whom
Executive
 
had
 
a
 
Material
 
Contact
 
and/or
 
regarding
 
whom
Executive received
 
Confidential Information
 
(as defined
 
in
Popular’s Code of Ethics) during the three-year period prior
to the Retirement
 
Date 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 the
 
Executive
 
and the
 
customer
within
 
the
 
three
 
years
 
prior
 
to
 
the
 
Retirement
 
Date
 
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
Executive.
 
 
 
 
 
 
 
 
 
4
If Executive breaches any of the terms of this restrictive covenant, all outstanding
 
Restricted Stock awarded under
the Agreement, whether
 
vested or unvested,
 
held by Executive
 
shall be immediately
 
and irrevocably forfeited
 
for
no
 
consideration.
 
This
 
paragraph
 
does
 
not
 
constitute
 
the
 
Corporation’s
 
exclusive
 
remedy
 
for
 
violation
 
of
 
the
restrictive covenant obligations, and the Corporation may seek any additional legal or equitable remedy,
 
including
injunctive relief, for any such violation.
7.
Section 409A.
 
Shares awarded
 
under this
 
Agreement are
 
intended to be
 
exempt from
 
Section
409A of the U.S. Code, to the extent applicable, and this 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.
Successors and Assigns
 
of the Corporation.
 
The terms and
 
conditions of this
 
Agreement shall
be binding upon, and shall inure to the benefit of, the Corporation and its successor entities.
9.
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
Agreement, and its determinations shall be final, binding and conclusive.
10.
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
 
Executive’s
 
rights
 
and
 
obligations
 
under
 
this
 
Agreement
without Executive’s
 
consent (or
 
the consent
 
of Executive’s
 
estate, if
 
such consent
 
is obtained
after Executive’s 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
 
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.
11.
Adjustment; Other Plan Provisions.
 
Subject to Section 10, 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
 
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.
 
12.
Governing
 
Law
 
and
 
Jurisdiction.
 
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. Any
 
civil action or
 
legal proceeding arising out
 
of or relating to
 
the Agreement
will be brought exclusively in the courts of the Commonwealth of Puerto Rico.
13.
Severability.
 
Should a court or arbiter with competent jurisdiction determine that any clause in
this Agreement is
 
illegal, invalid, or unenforceable
 
under present or future
 
law, such
 
provision
will be fully severable, and the remaining provisions of the Agreement will remain in full force
and effect.
14.
Incentive
 
Recoupment.
 
The
 
Awards
 
shall
 
be
 
subject
 
to
 
the
 
terms
 
of
 
the
 
Popular,
 
Inc.
Compensation
 
Recoupment
 
Policy
 
in
 
effect
 
as of
 
the
 
Grant
 
Date
 
and
 
as
 
such
 
policy
 
may
 
be
required to be modified in accordance with applicable law or regulation.
15.
Headings.
 
The headings in this Agreement are for the purpose of convenience only and are not
intended to define or limit the construction of the provisions hereof.
 
9.10
 
5
16.
Counterparts. The Agreement may be executed in one or more counterparts,
 
each of which
will be deemed an original, but all of which taken together will constitute one and
 
the same
instrument.
[Signature Page Follows]
 
 
6
IN
 
WITNESS
 
WHEREOF,
 
the
 
Corporation
 
and
 
Executive
 
have
 
caused
 
this
 
Agreement
 
to
 
be
 
duly
executed and delivered as of December 7, 2023.
POPULAR, INC.
ACCEPTED:
By:
 
Ignacio Alvarez
By:
 
Carlos J. Vázquez
Title:
 
President and Chief Executive Officer
Title:
 
Executive
 
Vice
 
President
 
and
 
Chief
 
Financial
Officer
/s/ Ignacio Alvarez
/s/ Carlos J. Vázquez
Signature
Signature