EX-10.46 2007 INCENTIVE AWARD AGREEMENT



 





Exhibit 10.46









POPULAR, INC.

2007 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 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.




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          Section 2.5. “Performance Goal” shall mean:



(a) With regard to the Short-Term Annual Incentive Award: After-tax Net Income (prior to change
in accounting principle) for the 2007 Plan Year:




          i. “Corporate Performance Goal” = $382,238,000 for Popular, Inc.



(b) With regard to the Restricted Stock Award: After-tax Net Income (prior to change in
accounting principle) for the 2007 Plan Year:




          i. “Corporate Performance Goal” = $382,238,000 for Popular, Inc.



(c) With regard to the Performance Shares Award: Popular, Inc. simple average 3-year Return on
Equity (“ROE”) during the Performance Cycle:




          i. Popular, Inc. 3-year Return on Equity = 14%




          Section 2.6. “Performance Cycle,” with regard to the Performance Shares Award, shall
be the calendar years 2007, 2008 and 2009.




          Section 2.7. “Performance Shares,” shall mean an award in units denominated in the
Corporation’s common stock, par value $6.00 per share, the number of such units which may be
adjusted over the Performance Cycle based upon the satisfaction of the Performance Goal, pursuant
to Article IX of the Plan.




          Section 2.8. “Plan Administrator” shall mean the Compensation Committee of the Board
of Directors of the Corporation.




          Section 2.9. “Plan Year” shall be the 2007 calendar year.




          Section 2.10. “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 2.11. “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 2.12. “Return on Equity” shall mean the ratio of after-tax net income divided
by shareholder’s equity at the end of a calendar year, excluding the effects of Extraordinary
Items.




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SECTION 3




Grantee of Award




          Section 3.1. Grantee of Award. An award is granted to Tere Loubriel (the “Grantee”).




SECTION 4




Award




          Section 4.1. Short-Term Annual Incentive Award — General



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) Strategic and Personal Performance Component, as described in Section 4.2.(b).




          Section 4.2. Short-Term Annual Incentive Award — Components





	(a)	 	Corporate Performance Component: For the 2007 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
	Below 90%
	 	0%
	90%
	 	35%
	100%
	 	70%
	105%
	 	85%
	Over 105%
	 	5% for every % over
105% performance,
not to exceed
110%






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	(b)	 	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 Incentive Award – Restricted Stock



The Restricted Stock Award shall be an amount equal to a percentage of the Grantee’s Eligible
Earnings determined as follows:




	 	 	 
	% of Corporate	 	% of Eligible
	Performance Goal	 	Earnings
	Below 90%
	 	0%
	90%
	 	25%
	100%
	 	50%
	105%
	 	55%
	Over 105%
	 	2% for every % over
105% performance,
not to exceed
65%






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          Section 4.4. Long-Term Incentive Award – Performance Shares





	(a)	 	The Grantee is hereby granted the Performance Shares Award described below. The Grantee will
earn a number of shares of the Corporation’s common stock based on the Corporation’s
achievement of the Performance Goal at the end of the Performance Cycle as follows:





	 	 	 
	2007-2009 Average 3-year	 	Shares of Popular, Inc.
	Return on Equity (ROE)	 	Common Stock
	Below 12%
	 	0
	12%
	 	4,459
	14%
	 	8,917
	16%
	 	17,834







	(b)	 	For the consequences of the termination of employment with respect to the Performance
Shares awarded to the Grantee, which may result in the forfeiture of such Performance Shares,
please refer to Article IX of the Plan and to the Prospectus of the Plan.





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. – Restricted Stock





	(a)	 	The Restricted Stock 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 (h) below, the restrictions on 40% of the
Restricted Stock awarded to the Grantee will lapse upon termination of the Grantee’s
employment on or after the date the Grantee both has attained age 55 and completed 10 years of
service, as determined pursuant to personnel policies and procedures.




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	(c)	 	Except as otherwise provided in paragraph (h) 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 the date the Grantee has both attained age 55 and
completed 10 years of service, as determined pursuant to personnel policies and procedures; or
ii) as provided below:





	 	 	 	 	 
	 	 	% 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)	 	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.





          Section 5.3. Long Term Annual Incentive Award. – Performance Shares



The Performance Shares earned by the Grantee will be determined and delivered to the Grantee as
soon as practicable subsequent to the determination of the Corporation’s financial results for the
Performance Cycle and approval by the Plan Administrator. The corresponding shares of the
Corporation’s common stock will be purchased on the open market.




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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 Leave of Absence. The Plan Administrator may establish a method for
adjusting the 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 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 25th January, 2007.




	 	 	 	 	 	 	 
	POPULAR, INC.

	 	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 
	/s/ Richard L. Carrión 

By: Richard L. Carrión

	 	 
	 	/s/ Tere Loubriel 

By: Tere Loubriel
	 	 
	Title: Chairman and CEO

	 	 	 	Date: January 25, 2007	 	 
	Date: January 25, 2007
	 	 	 	 	 	 







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