First BanCorp. 10Q 2023 Q1 Quarterly report | FBP Filing

EXHIBIT

10.1

FIRST BANCORP

LONG-TERM EQUITY

INCENTIVE 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

its First

BanCorp

Omnibus

Incentive

Plan,

as amended

(the

"Plan"),

hereby

grants

Long-Term

Equity

Incentive

Award

consisting

time-vested

Restricted

Stock

(the

“Restricted

Stock”)

and

Performance

(the

“Performance Shares”

and, together with

the Restricted Stock,

the “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 in

the Plan.

Award

(a)

Restricted

Stock

The

Corporation,

the

Effective

Date,

hereby

grants

the

Participant

Restricted

Stock

award

________

common

stock,

par

value

$0.10

per

share,

the

Corporation

(the

"Common

Stock"),

subject

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

part hereof for all purposes.

(b) Performance

The Corporation,

as of

the Effective

Date, hereby

grants to

the Participant

a Performance

Shares award

of ______ shares of

Common Stock, subject

to the terms and

conditions set forth herein

and subject to the

terms and conditions

of the

Plan,

which

incorporated

herein

reference

and

made

part

hereof

for

all

purposes.

The

Performance

vest

based

the

achievement

two

performance

metrics

weighted

equally:

(i)

the

Corporation’s

Relative

Total

Shareholder

Return

(the

“Relative

TSR

Performance

Goal”)

compared

the

Corporation’s

Peer

Group

(as

defined

Appendix

A),

and

(ii)

the

achievement

tangible book

value per

share goal

(the “TBVPS

Performance Goal”,

and, collectively

with the

Relative TSR

Performance Goal,

the

“Performance

Goals”).

Details

the

Performance

Goals

are

specified

Appendix

The

performance

cycle

three-year

performance period defined as January 1, ____ through December 31,

____ (the “Performance Cycle”).

The Participant may

earn ___% of

its target opportunity

for threshold-level performance

up to ___%

of its target

opportunity for

maximum-level performance, which is measured

based upon the achievement of the Performance

Goals during the Performance Cycle

as detailed in

Appendix A.

Amounts between

threshold, target

and maximum

performance will be

interpolated to

reward incremental

achievement, and no amounts are paid for results on a particular performance metric

if actual results are below threshold.

The Award

will vest as set forth below.

Vesting

(a) Restricted

Stock Vesting.

Subject to

the terms

and conditions

of this

Agreement, the

Restricted Stock

shall vest

solely on

the

basis

the

passage

time

over

three-year

period

(the

“Restricted

Stock

Vesting

Date”),

follows:

fifty

percent

(50%)

the

shares shall vest on

the second anniversary date

of the Effective

Date of the award

and the remaining fifty

percent (50%) shall vest

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, Restricted Stock

may vest more quickly in the event of

death, Disability,

Retirement, a Change in Control or

other

specified permitted vesting events.

(b) Performance

Shares Vesting.

Subject to the

terms and conditions

of this Agreement,

the Performance Shares

shall vest on

the

third

anniversary

the

Effective

Date

the

award,

subject

the

achievement

the

Performance

Goals

established

the

Committee

during

the Performance

Cycle (the

“Performance

Shares Vesting

Date”, and,

together

with the

Restricted

Stock Vesting

Date, the “Vesting

Date”). Notwithstanding the

foregoing, and subject

to earlier vesting

as provided in

Section 7 hereof,

Performance

Shares may vest more quickly in the event of death, Disability,

a Change in Control or other specified permitted vesting events.

Restriction on Transfer

(a) Until the shares of the Award

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 Award.

(b) Notwithstanding

the foregoing

(and assuming

that the

Participant has

not made

an accelerated

income tax

inclusion election

with respect

to the

Award),

at any

time beginning

with the

date upon

which any

shares of

the Award

become vested

and ending

December 31

of the

calendar year

including that

date, a

portion of

such shares

may be

transferred as

may reasonably

be required

pay the federal, state, local, or

foreign taxes that are anticipated to

apply to the income recognized due

to this vesting, and the

amounts

made transferrable for this purposes shall not count toward the percentages

in the schedule above.

Issuance and Custody

(a)

Common

Stock

underlying

Award

shall

issued

book-entry

form

only

and

shall

not

represented

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

THE

TERMS

AND

CONDITIONS

CERTAIN

LONG-TERM

INCENTIVE

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

BE OBTAINED

NO COST BY WRITTEN

REQUEST MADE BY THE

HOLDER OF RECORD

OF THIS BOOK-ENTRY FORM TO

THE SECRETARY

OF THE CORPORATION.”

(b) Participant

shall execute

stock powers

relating to

the Award

and deliver

the same

to the

Corporation.

The Corporation

shall

use such stock powers only for the purpose of canceling any unvested Award

that is forfeited.

book-entry

form issued

pursuant

to Section 5(a)

hereof,

together with

the stock

powers relating

to the

Award,

shall be

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 Award

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

Award

by this Award

Agreement. Upon vesting of

the Award

in accordance with this Award

Agreement, the Corporation will instruct

the transfer agent to electronically

transfer the Participant’s

shares to a brokerage or other

account on the Participant’s

behalf (or make

such other arrangements for the delivery of the shares as Corporation reasonably

determines).

(d) After any

Restricted Stock or Performance

Shares vest pursuant

to Section 3 hereof and

there exists no restrictions

on transfer

pursuant to Section 4 hereof, the Corporation shall promptly

issue a book-entry form evidencing such vested Award,

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

Award

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 Award

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

the

Award

prior

the

Vesting

Date

shall

subject

the

same

restrictions,

terms

and

conditions as the Award.

additional shares

of Common

Stock,

any securities

and

any

other property

(except for

cash dividends)

distributed

with

respect

the

Award

prior

the

Vesting

Date

shall

promptly

deposited

with

the

Secretary

the

custodian

designated

the

Secretary to be held in custody in accordance with Section 5(c) hereof.

(d) The

Restricted Stock

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. Subject to the

aforementioned

and

issuance

dividends

dividend

equivalents

the

Corporation’s

Common

Stock,

dividends

will

paid

cash.

(e)

Performance

shall

have

the

right

receive

dividend

equivalents.

Such

dividend

equivalents

will

accrue

during

the

Performance Cycle and be paid at

the Performance Shares Vesting

Date based upon achievement of the

Performance Goals. Subject to

the aforementioned

and issuance of

dividends or

dividend equivalents on

the Corporation’s

Common Stock,

dividends will be

paid in

cash.

(f) In the case of Restricted Stock, the Participant will have the right to vote the shares.

Forfeiture; Termination

of Services; Change in Control

(a) In

the event

of the

death of

the Participant

while employed

by the

Corporation, the

Award

held by

the Participant

which has

not vested, shall vest

irrespective of whether the

vesting period has been

completed. In the case

of Performance Shares, the

number of

shares will be calculated as if the target number of the Performance

Goals had in fact been earned.

(b) In the event

the Participant’s

employment is terminated

by reason of Disability,

the Award

held by such participant

which has

not vested, shall vest

irrespective of whether the

vesting period has been

completed. In the case

of Performance Shares, the

number of

shares will be calculated as if the target number of the Performance

Goals had in fact been earned.

the event

the Participant’s

employment is

terminated by

the Corporation

or any

Affiliate for

Cause, the

Award

held by

the

Participant which has 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

Award

held

such

Participant

which

has

not

vested,

shall

forfeited

and

canceled upon such termination.

(e) In the

event the Participant’s

employment is involuntarily

terminated within one

year after a Change

in Control, if

any Award

held

the

Participant

not

assumed

the

successor

entity

shall

vest

irrespective

whether

the

vesting

period

has

been

completed.

the

case

Performance

Shares,

the

number

will

calculated

the

target

number

the

Performance

Goals had in fact been earned.

(f)

the

event

the

Participant’s

Retirement:

(1)

Restricted

Stock

held

Participant

which

have

not

vested,

shall

vest

irrespective of whether the vesting

period has been completed; and

(2) outstanding Performance Shares

shall continue outstanding and

vest

full

the

Performance

Vesting

Date

accordance

with

the

actual

results

the

Performance

Goals

during

the

Performance Cycle.

(g)

Based

particular

circumstances

evaluated

the

Committee

they

may

relate

the

termination

Participant,

the

Board may,

with the

recommendation of

the Committee,

grant the

full vesting

of the

Award

held by

the Participant

upon termination

of employment.

(h)

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

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. In

the event of any

conflicts between this Agreement

and the

Plan, the

terms and

conditions

of the

Plan shall

prevail. 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 Affiliates.

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:

Appendix A

Performance Shares

Total Target

Number of Performance Shares: _______

(Relative TSR Performance Goal: ____; and TBVPS Performance Goal:____)

TBVPS Performance Goal:

__%

the

Performance

vest

based

the

achievement

the

TBVPS

Performance

Goal

$____

the

end

the

Performance Cycle. The Participant

may earn __% of its targe

opportunity for threshold-level performance

(__% performance) which

is measured

based upon

the growth

in the TBVPS

during the

Performance Cycle

up to the

TBVPS Performance

Goal (from $______

$______).

The

Participant

may

earn

___%

its

target

opportunity

for

maximum

level

performance

(___%

performance),

which is measured

based upon the

growth of TBVPS

during the Performance

Cycle in excess

of the TBVPS

Performance Goal (from

$_____

$_____).

Amounts

between

threshold,

target

and

maximum

are

interpolated

reward

incremental

achievement,

and

amounts are paid for results on a particular performance metric if actual results are below

threshold.

TBVPS Performance at the

Performance Shares Vesting

Date

TBVPS Performance Goal

for Each of the Categories

Award Payout

Threshold:

__%

target

performance

$____

__%

target

payout

(minimum payout)

Target:

at ___% of target performance

$____

___% of target payout

Maximum:

___%

target

performance

$____

___%

target

payout

(maximum payout)

II.

Relative TSR Performance Goal:

__% of the Performance Shares vest based on the achievement

of the Relative TSR Performance Goal, as detailed in the below table

the end of the Performance Cycle.

Relative TSR

Percentile Rank among Peer

Group

Award Payout

Opening Price =

Percentile (threshold)

__%

target

payout

(minimum

payout)

Percentile (target)

___% of target payout

Percentile (maximum)

___%

target

payout

(maximum

payout)

The TSR for a company (including the Corporation) shall be computed

based on the fifteen (15) days average closing price of the

company’s common stock

immediately preceding the beginning and end of the Performance Cycle, and it assumes

any dividends paid

during the Performance Cycle are reinvested in additional shares of the

underlying stock on the ex-dividend date.

The Corporation’s “Peer Group” shall

mean _________________________. If the Corporation’s

relative TSR is negative, payout will

be limited to a maximum of 100% of target, subject to the above

detailed performance levels. For avoidance of doubt, if the

Corporation’s relative negative

TSR was at the __

percentile (maximum) or above of the Peer Group, payout will be limited to 100%.

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	6th grade Avg

First BanCorp. (FBP) 10-Q2023 Q1 Quarterly report

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