POPULAR, INC. LOGO EXHIBIT 10.39
POPULAR, INC.
2006 INCENTIVE AWARD AND AGREEMENT
SECTION 1
Introduction
Section 1.1. Purpose. Popular, Inc. (the "Corporation") has established and
maintains the 2004 Omnibus Incentive Plan (the "Plan") to, among others, provide
flexibility to the Corporation and its affiliates to attract, retain and
motivate their officers, executives and other key employees through the grant of
awards and to adjust its compensation practices to the best compensation
practices and corporate governance trends as they develop from time to time. The
Corporation hereby grants a Short-Term Annual Incentive Award and a Long-Term
Annual Incentive Award (the "Award") under the Plan to the person identified in
Section 3.
SECTION 2
Definitions
When used in this Award, unless the context clearly requires a different
meaning, the following words and terms shall have the meanings set forth below.
Terms not otherwise defined herein shall have the meaning ascribed to them in
the Plan. Whenever appropriate, words and terms used in the singular shall be
deemed to include the plural, and vice versa, and the masculine gender shall be
deemed to include the feminine gender.
Section 2.1. "Affiliate" shall mean any corporation or other form of entity
of which the Corporation owns, from time to time, directly or indirectly, 50% or
more of the total combined voting power of all classes of stock or other equity
interests.
Section 2.2. "Eligible Earnings" shall mean the Grantee's base salary
(prior to any deferrals under a cash or deferred compensation plan sponsored by
the Corporation or an Affiliate) paid during the Plan Year. From time to time
the Plan Administrator may, in its sole discretion, establish rules for
determining the amounts of Eligible Earnings for employees who become Grantees
other than on the first day of a Plan Year as well as any reduction of Eligible
Earnings as a result of paid leave of absences.
Section 2.3. "Extraordinary Items" shall mean extraordinary, unusual and/or
non-recurring items of income and expenses.
Section 2.4. "Net Income" for any Plan Year shall mean net income excluding
the effects of Extraordinary Items for that Plan Year.
1
POPULAR, INC. LOGO
Section 2.5. "Performance Goal" shall mean after-tax Net Income (prior to
change in accounting principle) for the 2006 Plan Year:
(a) "Corporate Performance Goal" = $___________* for Popular, Inc.
(b) "Circle Performance Goal" = $____________* for the EVERTEC Circle,
consisting of EVERTEC, ATH Costa Rica, Contado, Serfinsa and Crest
Section 2.6. "Plan Administrator" shall mean the Compensation Committee of
the Board of Directors of the Corporation.
Section 2.7. "Plan Year" shall be the 2006 calendar year.
Section 2.8. "Restricted Period" shall mean the period of time during which
the shares of Restricted Stock are subject to forfeiture or restrictions on
transfer pursuant to Article VIII of the Plan.
Section 2.9. "Restricted Stock" shall mean shares of the Corporation's
common stock, par value $6.00 per share, subject to forfeiture and restrictions
on transferability in accordance with Article VIII of the Plan.
SECTION 3
Grantee of Award
Section 3.1. Grantee of Award. An award is granted to Felix M. Villamil
(the "Grantee").
SECTION 4
Award
Section 4.1. Short-Term Annual Incentive Award -- General
(a) The Short-Term Annual Incentive Award of the Grantee shall be an amount
equal to the sum of the Grantee's:
(i) Corporate Performance Component, as described in Section 4.2.(a); plus
(ii) Circle Performance Component, as described in Section 4.2.(b); plus
(iii) Strategic and Personal Performance Component, as described in Section
4.2.(c).
(b) The Plan Administrator may establish a method for adjusting the Short-Term
Annual Incentive Award of the Grantee if he was on an approved leave of
absence during the Plan Year and may establish different methods for
different forms of leave of absence.
* INFORMATION INTENTIONALLY OMITTED BECAUSE CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
2
POPULAR, INC. LOGO
Section 4.2. Short-Term Annual Incentive Award -- Components
(a) Corporate Performance Component: For the 2006 Plan Year, the Grantee's
Corporate Performance Component shall be an amount equal to a percentage of
the Grantee's Eligible Earnings, determined as follows:
% of Corporate % of Eligible
Performance Goal Earnings
---------------- ------------------------
90% or less 0%
Over 90% but under 100% 20%
100% 35%
105% 40%
Over 105% 3% for every % over 105%
performance,
not to exceed
55%
(b) Circle Performance Component: For the 2006 Plan Year, the Grantee's Circle
Performance Component shall be an amount equal to a percentage of the
Grantee's Eligible Earnings, determined as follows:
% of Circle % of Eligible
Performance Goal Earnings
---------------- ------------------------
90% or less 0%
Over 90% but under 100% 20%
100% 35%
105% 40%
Over 105% 3% for every % over 105%
performance,
not to exceed
55%
(c) Strategic and Personal Performance Component: Based on the strategic and
personal performance of the Grantee during the Plan Year, the Plan
Administrator may grant between 0% and 30% of the Grantee's Eligible
Earnings.
Section 4.3. Long-Term Annual Incentive Award
(a) The Long-Term Annual Incentive Award of the Grantee shall be an amount
equal to a percentage of the Grantee's Eligible Earnings determined as
follows:
3
POPULAR, INC. LOGO
% of Corporate % of Eligible
Performance Goal Earnings
---------------- ------------------------
90% or less 0%
Over 90% but under 100% 50%
100% 100%
105% 105%
Over 105% 4% for every % over 105%
performance,
not to exceed
125%
(b) The Plan Administrator may establish a method for adjusting the Long-Term
Annual Incentive Award of the Grantee if he was on an approved leave of
absence during the Plan Year and may establish different methods for
different forms of leave of absence.
SECTION 5
Payment of Award
Section 5.1 Short-Term Annual Incentive Award. The Short Term Annual
Incentive Award shall be payable in cash as soon as practicable after the Plan
Administrator has determined the amount of those Awards.
Section 5.2. Long Term Annual Incentive Award.
(a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to
be purchased on the open market. The number of shares of Restricted Stock
payable shall be based on the average price per share for all shares
purchased by the Corporation to pay Awards approved concurrently by the
Plan Administrator.
(b) Except as otherwise provided in paragraph (i) below, the restrictions on
40% of the Restricted Stock awarded to the Grantee will lapse upon the
termination of Grantee's employment on or after attaining age 55 and
completing 10 years of service, as determined pursuant to personnel
policies and procedures.
(c) Except as otherwise provided in paragraph (i) below, the restrictions on
the remaining 60% of the Restricted Stock awarded to the Grantee will lapse
on the earlier of: i) termination of the Grantee's employment on or after
attaining age 55 and completing 10 years of service, as determined pursuant
to personnel policies and procedures; or ii) as provided below:
4
POPULAR, INC. LOGO
% of Award Free
Period of Time After the Award of Restrictions
- ------------------------------ ---------------
1 year 12%
2 years 12%
3 years 12%
4 years 12%
5 years 12%
(d) The shares of Restricted Stock awarded to the Grantee herein may not be
sold, assigned, transferred, pledged, hypothecated or otherwise encumbered
by the Grantee during the Restricted Period, except as may be provided
under the Plan.
(e) For the consequences of the termination of employment with respect to the
shares of Restricted Stock awarded to the Grantee, which may result in the
forfeiture of such shares of Restricted Stock, please refer to Article VIII
of the Plan and to the Prospectus of the Plan.
(f) Cash dividends paid on the Restricted Stock, and all of the Common Stock
that may be subsequently acquired with such cash dividends, will be
invested in the purchase of additional shares of Common Stock of the
Corporation in accordance with the Popular, Inc. Dividend Reinvestment and
Stock Purchase Plan (DRIP). Such shares are not subject to the restrictions
described in paragraph (d) above and are immediately vested.
(g) The Restricted Stock shall be held in custody by the Trust Division of
Banco Popular de Puerto Rico. The Grantee shall have the right to vote the
Restricted Stock.
(h) The Committee may accelerate the lapse of the restrictions on the
Restricted Stock awarded to the Grantee described above under paragraphs
(b) and (c) if the Grantee's employment is terminated on or after age 50
and before age 55 and 10 years of service.
(i) If the Grantee's employment is terminated for Cause, the Grantee will
forfeit the Restricted Stock awarded that was subject to restrictions at
the time of termination for Cause.
5
POPULAR, INC. LOGO
SECTION 6
Tax Considerations
Section 6.1. Certain Income Tax Considerations. The granting of the Award
may have certain income tax considerations to the Grantee, which are generally
described in the Prospectus of the Plan.
SECTION 7
Miscellaneous
Section 7.1. The Plan. This Award is subject to the terms of the Plan, a
copy of which has been provided to you.
Section 7.2. Controlling Law. The laws of the Commonwealth of Puerto Rico
shall be controlling in all matters relating to this Award.
Section 7.3. Titles and Captions. Titles and captions in this document are
used only for convenience and are not to be used in the interpretation of this
Award.
IN WITNESS WHEREOF, Popular, Inc. and the Grantee have executed this Incentive
Award and Agreement as of the 13th day of March of 2006.
POPULAR, INC. GRANTEE
/s/ Tere Loubriel /s/ Felix M. Villamil
- ------------------------------------- ----------------------------------------
By: Tere Loubriel By: Felix M. Villamil
Title: Executive Vice President
Date: March 13, 2006
Date: March 13, 2006
6