Form of Director Compensation Letter, Election Form and Restricted Stock Unit Award Agreement for Betty DeVita and Jos R. Rodrguez, effective June 25, 2021

Contract Categories: Business Finance - Stock Agreements
EX-10.1 2 d164129dex101.htm EX-10.1 EX-10.1
 
 
 
 
 
 
 
Exhibit 10.1
FORM OF DOCUMENTS RELATED
 
TO DIRECTOR COMPENSATION
 
FOR BETTY
DEVITA AND JOSE R. RODRIGUEZ
June 25, 2021
PERSONAL AND CONFIDENTIAL
 
[Name of Director]
[Address]
Dear [Name of Director]:
We are very pleased to welcome you to the Board of Directors (the “Board”) of Popular,
 
Inc. (the
“Corporation”), and are writing
 
to set forth the
 
general terms of your
 
compensation as a Director
of the Corporation and certain of its wholly
 
owned subsidiaries. These terms are subject
 
to future
modification by the Board.
 
The annual compensation for directors approved by the Corporation’s
Board on September 21, 2018 is as follows (the “Annual Compensation”):
●
A grant (the “Equity Grant”) of $125,000 (payable in equity) under the Popular, Inc. 2020
Omnibus Incentive Plan (the “Omnibus Plan”);
●
A retainer
 
fee (the
 
“Annual Retainer”)
 
of $75,000
 
(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:
o
Audit and Risk Committees: $20,000.
o
Compensation and
 
Corporate Governance
 
& Nominating
 
Committees $15,000;
 
and
●
A
 
grant
 
(the
 
“Lead
 
Director
 
Grant”)
 
of
 
$25,000
 
(payable
 
in
 
equity)
 
under
 
the
 
Omnibus
Plan, to the director designated as lead director.
As compensation for your services as a director for the period commencing on
 
June 25, 2021 and
ending on
 
the day
 
before the
 
2022 annual
 
shareholder’s meeting,
 
you will
 
receive the
 
following
prorated Annual Compensation:
●
An Equity Grant of $107,877;
 
and
●
An Annual Retainer of $64,725 (payable in cash or in equity, at your option);
 
All equity payments may be
 
received in either immediately vested
 
Restricted Stock or Restricted
Stock Units, at your option.
The Annual Compensation
 
is attributable to
 
the period commencing
 
on May 6,
 
2021 and ending
on the
 
day before the
 
2022 annual
 
shareholder’s
 
meeting, 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
 
shareholders’ meeting
 
and end
 
on the
 
day before
the following year’s annual shareholder’s meeting.
The Annual
 
Retainer and
 
Committee Chair
 
Retainer 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
 
retainers 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. Shares of Restricted Stock will
 
vest immediately on the grant date and be
issued to you on such
 
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
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
 
15
th
 
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.
In
 
order
 
to
 
make
 
the
 
elections
 
discussed
 
above,
 
you
 
must
 
return
 
to
 
us
 
the
 
attached
 
Director
Compensation
 
Election
 
Form
no
 
later
 
than
 
June
 
28,
 
2021
.
 
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 immediately vested 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 31
st
 
of December
 
of the
 
year preceding the
 
date of the
 
Corporation’s annual
shareholders’ meeting 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 shareholder’s meeting.
The Restricted Stock Units will
 
be subject to the
 
terms and conditions of
 
the Restricted Stock Unit
Award
 
Agreement 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 Unit Award Agreement; and
3.
Omnibus Plan.
Please complete and sign the Director Compensation
 
Election Form and the Restricted Stock Unit
Award
 
Agreement
 
where
 
indicated,
 
and
 
return
 
the
 
executed
 
documents
 
to
 
Daniel
 
E.
 
Gonzalez
Ortiz at the Corporate Secretary’s Office. Please retain a copy of the documents
 
for your records.
Cordially,
Javier D. Ferrer
Executive Vice President,
Chief Legal Officer & Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTOR COMPENSATION ELECTION FORM
Name: [Name of Director]
This 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 the Restricted Stock
 
Unit Award Agreement (as
applicable) executed by me and the Corporation in connection with
 
this Election Form (the
“Agreement”). I acknowledge that I have received the letter informing me of
 
my compensation as a
member of the Board of Directors of the Corporation (the “Board”)
 
and/or certain of its wholly-owned
subsidiaries commencing on June 25, 2021 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 June 25, 2021 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 June 25, 2021 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 June 25, 2021 and continuing
 
for future years in the following
form (select only one):
●
Restricted Stock
 
– The
 
shares of
 
Common Stock
 
will vest
 
immediately on
 
the grant
 
date and
 
be
issued to the Director on such date.
●
Restricted Stock Units
 
- 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
 
 
 
 
 
 
 
 
 
 
 
 
 
Election III
DEFERRAL OF SETTLEMENT OF RESTRICTED STOCK UNITS
To be
 
completed only if you selected “Restricted Stock Units” in Election
 
II above.
I hereby defer the settlement of the 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 15
th
 
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 settlement
 
of my Restricted Stock
Units 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:
 
__The Commonwealth of Puerto Rico
 
__Mainland United States of America
 
__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:
 
__Popular Securities (Account Number: _____________)
 
__Popular, Inc.’s Dividend Reinvestment and Stock Purchase Plan (Account Number: __________)
 
 
__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 31
st
 
of the year preceding the date
of the Corporation’s annual shareholders meeting 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 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 June 28, 2021.
 
Any Election Form received after that date will not be given effect.
 
DIRECTOR
 
By:____________________
Name:
[Name of
Director]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
POPULAR, INC.
RESTRICTED STOCK UNIT AWARD
 
AGREEMENT
 
This
RESTRICTED STOCK UNIT AWARD
 
AGREEMENT
 
(the “Agreement”) is
made and entered into as of June 25, 2021, by and between POPULAR, INC. (the
“Corporation”) and [Name of Director] (“Director”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them under the Plan (as defined therein).
 
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/or 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:
1.
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.
2.
Vesting
 
and Transfer
 
Restrictions.
The RSUs awarded
 
under this
 
Agreement shall
 
vest
and become non-forfeitable
 
on the Grant
 
Date (as set forth
 
in Annex I)
 
of such Award. 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.
3.
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
 
an
 
election
 
form
 
with
 
the
 
Plan
 
administrator,
 
which
 
election
 
form
 
is
 
incorporated
herein by reference.
 
 
 
 
 
 
 
 
 
 
 
 
4.
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.
5.
Death; Change of Control
. Notwithstanding the forgoing or anything in this
 
Agreement
or
 
any
 
deferral
 
election
 
form
 
to
 
the
 
contrary,
 
in
 
the
 
event
 
of
 
the
 
Director’s
 
death
 
or
 
a
Change of Control, the Settlement Date of the Award shall accelerate and the Award
 
shall
be settled
 
as soon
 
as practicable
 
but in
 
no event
 
more than
 
sixty (60)
 
days following
 
the
date of the Director’s death or such Change of Control.
6.
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.
7.
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 Val
 
ue 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
 
immediately.
 
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 7,
 
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”.
8.
Tax
 
Matters.
a)
Tax
 
Witholding
.
 
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
 
deferral
 
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.
9.
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.
 
 
 
 
 
 
 
 
10.
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 Director
any right
 
to 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
 
subsidiaires
 
or
 
its
 
shareholders
 
to
 
terminate
 
its
 
relationship
 
with
 
the
Director at any time.
 
11.
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.
12.
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.
13.
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.
14.
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.
15.
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
 
Director and
 
Director’s heirs,
legatees, executors, administrators, legal representatives, and successors.
16.
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]
a)
IN WITNESS WHEREOF,
the parties hereto have entered into this Agreement as of June
 
25,
2021.
POPULAR, INC.
By:
 
______________________
Name:
 
Javier D. Ferrer
Title:
 
Executive Vice President,
 
Chief Legal Officer and Secretary
DIRECTOR
By:
 
______________________
Name: [Name of Director]
 
 
 
ANNEX I
POPULAR, INC.
RESTRICTED STOCK UNIT AWARD
Recipient:
 
[Name of Director]
Grant Date:
 
Total
 
Dollar Value
 
of Award:
 
$
Common Stock Market Price on Grant Date
:
 
$
Restricted Stock Units Awarded:
 
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.