First BanCorp. 10K 2022 Annual report | FBP Filing

F--140

EXHIBIT

10.2

FIRST BANCORP

RESTRICTED STOCK AWARD

AGREEMENT

THIS

AGREEMENT

entered

into

the

___

day

_________,

and

effective

the

___

day

_____,

____

(the

“Effective Date”), by and between First BanCorp (the "Corporation"),

and ____________ (the "Participant").

The Corporation,

pursuant

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:

Definitions

All capitalized

terms used herein

and not otherwise

specifically defined

herein shall

have the

meanings ascribed

to such terms

the Plan.

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.

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

earlier

vesting

provided

Section

hereof,

may

vest

quickly

the

event

death,

Disability, Retirement, or

a Change in Control or other specified permitted vesting events.

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.

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,

AMENDED.

COPIES

SUCH

AGREEMENT

AND

PLAN

MAY

OBTAINED

COST

WRITTEN

REQUEST

MADE

THE

HOLDER

RECORD

THIS BOOK-ENTRY FORM

TO THE SECRETARY

OF THE CORPORATION.”

F--139

(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.

book-entry form

issued pursuant

to Section 5(a)

hereof,

together with

the stock

powers relating

to the

Shares, shall

deposited

the

Corporation

with

the

Secretary

the

Board

Directors

(the

“Secretary”)

the

Corporation

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.

Distributions and Adjustments

(a)

all

any

portion

the

vest

subsequent

any

change

the

number

character

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

purchase

Common

Stock

other

securities

the

Corporation

other

similar

corporate

transaction

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

Common

Stock,

any

other

securities

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.

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.

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)

the

event

the

Participant’s

employment

terminated

the

Corporation

any

Affiliate

for

Cause,

held

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

Affiliate,

any

held

such

Participant

which

has

not

vested,

shall

forfeited

and

canceled upon such termination.

(e)

the

event

the

Participant’s

employment

terminated

reason

Retirement,

who

voluntarily

involuntarily

terminated

within

one

year

after

Change

Control,

held

the

Participant

shall

vest

irrespective

whether

the

vesting

period has been completed.

F--138

(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

the

Committee,

grant

the

full

vesting

the

held

the

Participant

upon

termination

employment.

(g)

awards

are

accelerated

for

reasons

other

than

death,

disability,

retirement,

change

control,

those

discretionarily

accelerated shares will be limited to 10% of the total number of shares authorized

under Section 5(a) of the Plan.

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

potentially

payable

connection

with

any

transaction

involving

Award,

and

take

such

other

action

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

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

Common

Stock

deliverable

connection

with

Award

necessary

satisfy

statutory

withholding

requirements

will

withheld, unless withholding

of any additional

amount of shares of

Common Stock will

not result in

additional accounting expense

the Corporation.

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.

Agreement shall

be governed

by and

construed under

the laws of

the Commonwealth

of Puerto

Rico, without

regard for

conflicts of laws principles thereof.

WITNESS

WHEREOF

the

parties

hereto

have

caused

this

Agreement

duly

executed,

and

the

corporate

seal

affixed,

its

officers

thereunto

duly

authorized,

and

the Participant

has

hereunto

set

his

hand,

all

the

day

and

year

first

above

written.

Corporate Seal

FIRST BANCORP

PARTICIPANT

By:

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First BanCorp. (FBP) 10-K2022 FY Annual report

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