2
“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 2026 OMNIBUS INCENTIVE PLAN, AS MAY
BE AMENDED FROM TIME TO TIME. 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.”
(b) The 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
(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
there
is
any
change
in
the
number
or
character
of
Shares
of
Common
Stock
(through
an
extraordinary
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 the
Compensation
and
Benefit
Committee
of
the
Board
of
Directors
(the
"Committee")
determines
that
an
adjustment
to the
Award
is
determined to be appropriate in order to prevent dilution or enlargement
of the interest represented by the Shares), the Committee shall
adjust the Award
consistent with Section 5(e) of the Plan..
(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
any
reason,
with or
without
Cause, Shares held by the Participant which have not vested shall be forfeited and canceled for no consideration 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
other than upon the
Participant’s Retirement,
any Shares held by
such Participant that
has not vested, shall be forfeited and canceled upon such resignation.
(e)
In
the
event
the
Participant’s
employment
is
terminated
by
reason
of
Retirement,
Shares
held
by
the
Participant
shall
vest
irrespective of whether the vesting period has been completed.