EX-10.33






EXHIBIT 10.33




FORM OF LETTER AGREEMENT REGARDING STANDARDS FOR INCENTIVE COMPENSATION

TO EXECUTIVE OFFICERS UNDER THE TARP CAPITAL PURCHASE PROGRAM




[DATE]




[ADDRESS]

__________________





__________________





__________________





__________________






Dear ________:





     Popular, Inc. (the “Company”) intends to enter into a Securities Purchase Agreement, (the
“Participation Agreement”), with the United States Department of Treasury (“Treasury”) that
provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the
“CPP”).



     For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its senior executive officers and to make changes to its
compensation arrangements. To comply with these requirements, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP, you agree as follows:




	 	(1)	 	No Golden Parachute Payments. The Company is prohibiting any golden parachute
payment to you during any “CPP Covered Period”. A “CPP Covered Period” is any period
during which (A) you are a senior executive officer and (B) Treasury holds an equity or
debt position acquired from the Company in the CPP.






	 	(1)	 	Recovery of Bonus and Incentive Compensation. Any bonus and incentive compensation
paid to you during a CPP Covered Period is subject to recovery or “clawback” by the
Company if the payments were based on materially inaccurate financial statements or any
other materially inaccurate performance metric criteria.






	 	(2)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) (collectively, “Benefit Plans”) with
respect to you is hereby amended to the extent necessary to give effect to provisions (1)
and (2).






	 	 	 	In addition, the Company is required to review its Benefit Plans to ensure that they do not
encourage senior executive officers to take unnecessary and excessive risks that threaten the
value of the Company. To the extent any such





 









 











	 	 	 	review requires revisions to any Benefit Plan with respect to you, you and the Company agree to
execute such additional documents as the Company deems necessary to effect such revisions.






	 	(3)	 	Definitions and Interpretation. This letter shall be interpreted as follows:






	 	•	 	“Senior executive officer” means the Company’s “senior executive officers” as
defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden parachute payment” is used with the same meaning as in subsection
111(b)(2)(C) of EESA.
	 
	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation that has been issued and is in effect as of the “Closing Date”
as defined in the Participation Agreement.
	 
	 	•	 	The term “Company” includes any entities treated as a single employer with the
Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as between the
Company and you, the term “employer” in that waiver will be deemed to mean the
Company as used in this letter.
	 
	 	•	 	The term “CPP Covered Period” shall be limited by, and interpreted in a manner
consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
	 
	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to the maximum
extent consistent with the preceding, to permit operation of the Benefit Plans in
accordance with their terms before giving effect to this letter).
	 
	 	•	 	This letter will be governed by and construed in accordance with the federal law
of the United States if and to the extent such law is applicable, and otherwise in
accordance with the laws of the State of New York applicable to contracts made and to
be performed entirely within such State. Each of the parties hereto agrees to submit
to the exclusive jurisdiction and venue of the United States District Court for the
District of Columbia and the United States Court of Federal Claims for any and all
actions, suits or proceedings arising out of or relating to this letter.





*      
       *             *




     The Board appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.



	 	 	 	 	 
	 	Very truly yours,




Popular, Inc.

 
	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



Intending to be legally bound, I agree

with and accept the foregoing terms.






________________________________




By:




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



WAIVER



In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily
waive any claim against the United States or my employer for any changes to my compensation or
benefits that are required to comply with the regulation issued by the Department of the Treasury
as published in the Federal Register on October 20, 2008.


I acknowledge that this regulation may require modification of the compensation, bonus, incentive
and other benefit plans, arrangements, policies and agreements (including so-called “golden
parachute” agreements) that I have with my employer or in which I participate as they relate to the
period the United States holds any equity or debt securities of my employer acquired through the
TARP Capital Purchase Program.


This waiver includes all claims I may have under the laws of the United States or any state related
to the requirements imposed by the aforementioned regulation, including without limitation a claim
for any compensation or other payments I would otherwise receive, any challenge to the process by
which this regulation was adopted and any tort or constitutional claim about the effect of these
regulations on my employment relationship.



__________________________________




By: _______________________________