Equity Award Agreement, dated as of February 25, 2025, by and between Ignacio Alvarez and Popular

EX-10.2 3 d936763dex102.htm EX-10.2 EX-10.2
 
 
 
 
 
 
 
 
1
EQUITY AWARD
 
AGREEMENT
This AWARD
 
AGREEMENT (“Agreement”) is made and
 
entered into by and
 
between Ignacio Alvarez
(“Executive”) and Popular, Inc. (the “Corporation”) as of February 25, 2025.
WHEREAS
, Executive is currently employed by the Corporation as Chief Executive Officer;
WHEREAS,
 
Executive has
 
decided to
 
voluntarily retire
 
from the
 
Corporation effective
 
June 30,
 
2025;
and
WHEREAS,
 
in
 
connection
 
with
 
the
 
2024
 
performance
 
year,
 
the
 
Corporation,
 
through
 
the
 
Talent
 
and
Compensation Committee
 
of the
 
Board of
 
Directors of
 
the Corporation
 
(the “Committee”),
 
has decided
 
to grant
Executive the equity award 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.
Equity
 
Award.
 
Subject
 
to
 
the
 
terms
 
and
 
conditions
 
set
 
forth
 
herein
 
and
 
the
 
continuous
employment of Executive
 
with the Corporation
 
until June 30, 2025
 
(the “Retirement Date”),
 
the
Committee
 
hereby
 
grants
 
Executive
 
an
 
equity
 
award
 
consisting
 
of
 
the
 
number
 
of
 
shares
 
of
Restricted
 
Stock
 
set
 
forth
 
in
 
Annex
 
1
 
hereto
 
(the
 
“Award”).
 
The
 
Award
 
is
 
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.
2.
Equity Award Vesting
 
and Payout. Subject to this Section 2 and Section 6 of this Agreement:
(a)
Restricted Stock
 
Vesting
 
.
 
The Award
 
shall become
 
vested on
 
the one-year
anniversary of
 
the Retirement
 
Date, subject
 
to the
 
continuous employment of
Executive with the Corporation
 
until the Retirement
 
Date (the “Vesting Date”).
(b)
Death.
 
In
 
the
 
event
 
of
 
the
 
Executive’s
 
death
 
and
 
provided
 
that
 
Executive’s
rights in respect of the Award have not been previously terminated, the Award
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
 
and
 
provided
 
that
Executive’s rights in respect
 
of the Award have not
 
been previously terminated,
the Award 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 date of vesting.
3.
Termination of Award.
 
 
 
2
(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
 
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)
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 Award.
 
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 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 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.
6.
Restrictive Covenants.
 
(a)
In consideration of the
 
terms of the Award,
 
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:
 
3
(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.
If Executive breaches any of the terms of this restrictive covenant, all outstanding Restricted Stock awarded under
the
 
Agreement
 
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.
 
 
 
 
 
 
 
 
 
 
4
8.
No Rights to
 
Continued Employment. Nothing
 
in this Agreement
 
shall be construed
 
as giving
you any right to continued employment by
 
the Corporation or any of its
 
affiliates or 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 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
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 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.
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
 
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
 
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.
14.
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.
15.
Incentive
 
Recoupment.
 
The
 
Award
 
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.
16.
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.
17.
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]
 
 
5
IN
 
WITNESS
 
WHEREOF,
 
the
 
Corporation
 
and
 
Executive
 
have
 
caused
 
this
 
Agreement
 
to
 
be
 
duly
executed and delivered as of February 25, 2025.
POPULAR, INC.
ACCEPTED:
By:
 
Eduardo Negrón
By:
 
Ignacio Alvarez
Title:
 
Executive Vice
 
President and Chief
 
Executive
Officer
Title: Chief Executive Officer
/s/ Eduardo Negrón
/s/ Ignacio Alvarez
Signature
Signature
 
6
ANNEX 1
POPULAR, INC.
AWARD
Recipient: Ignacio Alvarez
Restricted Stock
Grant Date: February 25, 2025
Total Dollar Value
 
of Award: $3,390,000
Common Stock Market Price as of closing on Grant Date: $100.37
Total Shares of Restricted Stock Awarded:
 
33,776
 
Restricted Stock Vesting Date: June 30, 2026