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1
EXHIBIT
 
10.2
FIRST BANCORP
 
RESTRICTED STOCK AWARD
 
AGREEMENT
 
THIS
 
AGREEMENT
 
is
 
entered
 
into
 
as
 
of
 
the
 
___
 
day
 
of
 
_________,
 
and
 
effective
 
as
 
of
 
the
 
___
 
day
 
of
 
_____,
 
____
 
(the
“Effective Date”), by and between First BanCorp (the "Corporation"),
 
and ____________ (the "Participant").
 
 
The Corporation,
 
pursuant
 
to
 
its First
 
BanCorp
 
Omnibus
 
Incentive
 
Plan, as
 
amended
 
(the
 
"Plan"),
 
hereby
 
grants
 
the
 
following
stock award to the Participant, which award shall have the terms and conditions set forth
 
in this Agreement:
 
1.
 
Definitions
All capitalized
 
terms used herein
 
and not otherwise
 
specifically defined
 
herein shall
 
have the
 
meanings ascribed
 
to such terms
 
in
the Plan.
2.
 
Award
 
The Corporation, as
 
of the Effective
 
Date, hereby grants
 
to the Participant a
 
restricted stock award of
 
_____ shares (the "Shares")
of common
 
stock, par
 
value $0.10
 
per share,
 
of the
 
Corporation (the
 
"Common Stock"),
 
subject to
 
the terms
 
and conditions
 
set forth
herein
 
and subject
 
to the
 
terms and
 
conditions
 
of the
 
Plan
 
which
 
is incorporated
 
herein by
 
reference
 
and
 
made
 
a part
 
hereof for
 
all
purposes.
 
 
The restricted
 
period shall
 
commence upon
 
the Effective
 
Date and shall
 
lapse with
 
respect to the
 
Shares on such
 
date the
 
vesting
period of the Shares elapses.
 
3.
 
Vesting
 
Subject to the terms and conditions of this Agreement,
 
the Shares shall vest solely on the basis of the passage of time over
 
a three-
year period
 
as follows: fifty
 
percent (50%)
 
of the
 
Shares shall vest
 
on the
 
second anniversary
 
date of
 
the Effective
 
Date of
 
the award
and the remaining
 
fifty percent (50%)
 
shall vest on
 
the third anniversary
 
date of the
 
Effective Date
 
of the award.
 
Notwithstanding the
foregoing,
 
and
 
subject
 
to
 
earlier
 
vesting
 
as
 
provided
 
in
 
Section
 
7
 
hereof,
 
Shares
 
may
 
vest
 
more
 
quickly
 
in
 
the
 
event
 
of
 
death,
Disability, Retirement, or
 
a Change in Control or other specified permitted vesting events.
 
4.
 
Restriction on Transfer
 
Until the
 
Shares vest
 
pursuant to
 
Section 3 hereof,
 
none of
 
the Shares
 
may be
 
sold, assigned,
 
transferred, pledged,
 
hypothecated,
or otherwise
 
encumbered, and
 
no attempt
 
to transfer
 
the Shares,
 
whether voluntary
 
or involuntary,
 
by operation
 
of law
 
or otherwise,
shall vest the transferee with any interest or right in or with respect to the Shares.
 
5.
 
Issuance and Custody
(a)
 
Shares of
 
Common
 
Stock shall
 
be issued
 
in book-entry
 
form only
 
and
 
shall not
 
be represented
 
by a
 
certificate
 
and
 
shall be
registered in the name of the Participant. Each such book-entry shall bear
 
the following legend:
 
“THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES
 
REPRESENTED BY THIS BOOK-ENTRY
FORM ARE SUBJECT TO
 
THE TERMS AND CONDITIONS
 
OF A CERTAIN
 
RESTRICTED STOCK AWARD
AGREEMENT EFFECTIVE
 
AS OF _______,
 
_____, AS AMENDED
 
FROM TIME TO
 
TIME, AND THE
 
FIRST
BANCORP
 
OMNIBUS
 
INCENTIVE
 
PLAN,
 
AS
 
AMENDED.
 
COPIES
 
OF
 
SUCH
 
AGREEMENT
 
AND
 
PLAN
MAY
 
BE
 
OBTAINED
 
AT
 
NO
 
COST
 
BY
 
WRITTEN
 
REQUEST
 
MADE
 
BY
 
THE
 
HOLDER
 
OF
 
RECORD
 
OF
THIS BOOK-ENTRY FORM
 
TO THE SECRETARY
 
OF THE CORPORATION.”
 
2
(b) Participant
 
shall execute
 
stock powers
 
relating to
 
the Shares
 
and deliver
 
the same
 
to the
 
Corporation.
 
The Corporation
 
shall
use such stock powers only for the purpose of canceling any unvested Shares
 
that are forfeited.
 
(c) Each
 
book-entry form
 
issued pursuant
 
to Section 5(a)
 
hereof,
 
together with
 
the stock
 
powers relating
 
to the
 
Shares, shall
 
be
deposited
 
by
 
the
 
Corporation
 
with
 
the
 
Secretary
 
of
 
the
 
Board
 
of
 
Directors
 
(the
 
“Secretary”)
 
of
 
the
 
Corporation
 
or
 
a
 
custodian
designated by the
 
Secretary.
 
Unless otherwise determined
 
by the Committee,
 
delivery of the
 
Shares will be
 
by book-entry credit
 
to an
account maintained
 
by the registrar and
 
transfer agent of
 
the shares with the
 
applicable restrictions
 
on transferability imposed
 
on such
Shares by this Agreement.
 
(d) After any Shares
 
vest pursuant to
 
Section 3 hereof and there
 
exists no restrictions on
 
transfer pursuant to Section
 
4 hereof, the
Corporation shall
 
promptly cause
 
issue a
 
book-entry form
 
evidencing such
 
vested Shares,
 
free of
 
the legend
 
provided in
 
section 5(a)
hereof, and shall be delivered to the Participant or the Participant's legal representatives,
 
beneficiaries, or heirs.
 
6.
 
Distributions and Adjustments
 
(a)
 
If
 
all
 
or
 
any
 
portion
 
of
 
the
 
Shares
 
vest
 
subsequent
 
to
 
any
 
change
 
in
 
the
 
number
 
or
 
character
 
of
 
Shares
 
of
 
Common
 
Stock
(through
 
stock
 
dividend,
 
recapitalization,
 
stock
 
split,
 
reverse
 
stock
 
split,
 
reorganization,
 
merger,
 
consolidation,
 
split-up,
 
spin-off,
combination, repurchase or
 
exchange of Shares of
 
Common Stock or other
 
securities of the Corporation,
 
issuance of warrants or
 
other
rights
 
to
 
purchase
 
Shares
 
of
 
Common
 
Stock
 
or
 
other
 
securities
 
of
 
the
 
Corporation
 
or
 
other
 
similar
 
corporate
 
transaction
 
or
 
event
affecting the Shares
 
such that an adjustment is
 
determined by the Compensation
 
and Benefit Committee of the
 
Board of Directors (the
"Committee") to be
 
appropriate in order
 
to prevent dilution
 
or enlargement
 
of the interest
 
represented by the
 
Shares), Participant shall
then receive
 
upon such
 
vesting the
 
number and
 
type of
 
securities or
 
other consideration
 
which he
 
would have
 
received if
 
the Shares
had vested prior to the event changing the number or character of outstanding Shares of
 
Common Stock.
 
(b)
 
Any
 
additional
 
Shares
 
of
 
Common
 
Stock,
 
any
 
other
 
securities
 
of
 
the
 
Corporation
 
and
 
any
 
other
 
property
 
(except
 
for
 
cash
dividends) distributed
 
with respect
 
to the
 
Shares prior
 
to the
 
date the
 
Shares vest
 
shall be
 
subject to
 
the same
 
restrictions, terms,
 
and
conditions as the Shares.
 
(c) Any
 
additional Shares
 
of Common
 
Stock, any
 
securities, and
 
any other
 
property (except
 
for cash
 
dividends) distributed
 
with
respect to the
 
Shares prior to
 
the date such
 
Shares vest shall
 
be promptly deposited
 
with the Secretary,
 
or the custodian
 
designated by
the Secretary to be held in custody in accordance with Section 5(c) hereof.
 
(d) Shares
 
shall have the
 
rights to dividends
 
or dividend equivalents,
 
as applicable,
 
during the Restriction
 
Period. Such dividends
or dividend equivalents will accrue during the Restriction Period, but not be
 
paid until restrictions lapse.
(e) The Participant will have the right to vote the Shares.
7.
 
Forfeiture; Termination
 
of Services; Change of Control
 
(a) In the
 
event of the
 
death of the
 
Participant while employed
 
by the Corporation,
 
Shares held by
 
the Participant which
 
have not
vested, shall vest irrespective of whether the vesting period has been completed.
 
(b) In
 
the event
 
the Participant’s
 
employment
 
is terminated
 
by reason
 
of Disability,
 
Shares held
 
by such
 
participant
 
which have
not vested, shall vest irrespective of whether the vesting period has been completed.
(c)
 
In
 
the
 
event
 
the
 
Participant’s
 
employment
 
is
 
terminated
 
by
 
the
 
Corporation
 
or
 
any
 
Affiliate
 
for
 
Cause,
 
Shares
 
held
 
by
 
the
Participant which have not vested shall be forfeited and canceled upon such
 
termination.
 
(d) Unless otherwise
 
determined by the Committee,
 
in the event the
 
Participant’s employment
 
ends as a result
 
of the Participant’s
resignation
 
from
 
the
 
Corporation
 
or
 
an
 
Affiliate,
 
any
 
Shares
 
held
 
by
 
such
 
Participant
 
which
 
has
 
not
 
vested,
 
shall
 
be
 
forfeited
 
and
canceled upon such termination.
(e)
 
In
 
the
 
event
 
the
 
Participant’s
 
employment
 
is
 
terminated
 
by
 
reason
 
of
 
Retirement,
 
or
 
who
 
is
 
voluntarily
 
or
 
involuntarily
terminated
 
within
 
one
 
year
 
after
 
a
 
Change
 
in
 
Control,
 
Shares
 
held
 
by
 
the
 
Participant
 
shall
 
vest
 
irrespective
 
of
 
whether
 
the
 
vesting
period has been completed.
(f) Based on particular circumstances evaluated
 
by the Committee as they may relate
 
to the termination of a Participant, the
 
Board
may,
 
with
 
the
 
recommendation
 
of
 
the
 
Committee,
 
grant
 
the
 
full
 
vesting
 
of
 
the
 
Shares
 
held
 
by
 
the
 
Participant
 
upon
 
termination
 
of
employment.
 
 
 
 
3
(g)
 
If
 
awards
 
are
 
accelerated
 
for
 
reasons
 
other
 
than
 
death,
 
disability,
 
retirement,
 
or
 
change
 
in
 
control,
 
those
 
discretionarily
accelerated shares will be limited to 10% of the total number of shares authorized under
 
Section 5(a) of the Plan.
8.
 
Taxes
 
 
The Corporation
 
is authorized to
 
withhold from
 
any Award
 
granted, any
 
payment relating
 
to an Award
 
under the
 
Plan, including
from a
 
distribution of
 
shares of
 
Common Stock,
 
or any
 
payroll or
 
other payment
 
to a
 
participant, amounts
 
of withholding
 
and other
taxes
 
due
 
or
 
potentially
 
payable
 
in
 
connection
 
with
 
any
 
transaction
 
involving
 
an
 
Award,
 
and
 
to
 
take
 
such
 
other
 
action
 
as
 
the
Committee may deem
 
advisable to enable
 
the Corporation and
 
participants to satisfy obligations
 
for the payment
 
of withholding taxes
and other tax obligations
 
relating to any Award.
 
This authority shall include
 
authority to withhold or
 
receive shares of Common
 
Stock
or other
 
property and
 
to make
 
cash payments
 
in respect
 
thereof in
 
satisfaction of
 
a participant’s
 
withholding obligations,
 
either on
 
a
mandatory or
 
elective basis
 
in the
 
discretion of
 
the Committee,
 
or in
 
satisfaction of
 
other tax
 
obligations if
 
such withholding
 
will not
result in additional accounting expense
 
to the Corporation. Notwithstanding other provisions
 
of the Plan, only the minimum amount
 
of
shares
 
of
 
Common
 
Stock
 
deliverable
 
in
 
connection
 
with
 
an
 
Award
 
necessary
 
to
 
satisfy
 
statutory
 
withholding
 
requirements
 
will
 
be
withheld, unless withholding
 
of any additional
 
amount of shares of
 
Common Stock will
 
not result in
 
additional accounting expense
 
to
the Corporation.
9.
 
Miscellaneous
 
(a) This Agreement is issued
 
pursuant to the Plan
 
and is subject to its terms.
 
Participant hereby acknowledges
 
receipt of a copy
 
of
the Plan. The Plan is also available for inspection during business hours at the principal
 
office of the Corporation.
 
(b) This Agreement
 
shall not confer on
 
the Participant any right
 
with respect to continuance
 
of employment of
 
the Corporation or
any of its subsidiaries.
 
(c) This
 
Agreement shall
 
be governed
 
by and
 
construed under
 
the laws of
 
the Commonwealth
 
of Puerto
 
Rico, without
 
regard for
conflicts of laws principles thereof.
 
IN
 
WITNESS
 
WHEREOF
,
 
the
 
parties
 
hereto
 
have
 
caused
 
this
 
Agreement
 
to
 
be
 
duly
 
executed,
 
and
 
the
 
corporate
 
seal
affixed,
 
by
 
its
 
officers
 
thereunto
 
duly
 
authorized,
 
and
 
the Participant
 
has
 
hereunto
 
set
 
his
 
hand,
 
all
 
on
 
the
 
day
 
and
 
year
 
first
 
above
written.
 
Corporate Seal
FIRST BANCORP
 
PARTICIPANT
By:
By: