Exhibit
10.1


 


AWARD
NO.:
             


 


 


OFG
BANCORP


 


2007
OMNIBUS PERFORMANCE INCENTIVE PLAN


RESTRICTED
UNIT AWARD AND AGREEMENT


 


This Restricted Unit
Award and Agreement (the “Award”) is made and entered into on this    th
day of                     
of 20    , by and between OFG Bancorp (the “Corporation”)
and                                        
(the “Grantee”).  All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the 2007 Omnibus Performance
Incentive Plan, as amended and restated (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.


WHEREAS, the Corporation
has established and maintains the Plan to, among other things, provide
flexibility to the Corporation and its Affiliates to attract, retain and
motivate their directors, officers, and other key employees through the grant
of awards based on performance and to adjust their compensation practices to
the best compensation practices and corporate governance trends as they develop
from time to time;  


 


WHEREAS, the Plan is
further intended to motivate high levels of individual performance coupled with
increased shareholder returns;


 


WHEREAS, the Plan is
administered by the Compensation Committee of the Board of Directors of the
Corporation (the “Plan Administrators”);  


 


WHEREAS, Grantee is
eligible to participate in the Plan; and


 


WHEREAS, the Plan
Administrators have determined that Grantee shall participate and receive
performance incentives under the Plan.


 


NOW, THEREFORE, in
consideration of the premises, and subject to the terms and conditions of the
Plan, the Corporation and Grantee agree as follows:


 


SECTION 1.  Award;
Grantee Rights.  The Corporation hereby awards                 
(     ) Restricted Units (the “Restricted
Units”) to Grantee for the acquisition of an equal number of shares of
Common Stock at the end of the Restricted Period.  A Restricted Unit does not
represent an equity interest in the Corporation and carries no voting or
dividend rights.  The Restricted Units may be forfeited to, and acquired at no
cost by, the Corporation as set forth in Sections 3 and 4 below.  


 









 










 








 








SECTION 2.  Lapse of Restricted
Period.  
Subject to Article X of the Plan regarding a Change of Control, the
Restricted Period shall commence on the date of this Award and shall lapse in
its entirety on the third anniversary of the date of this Award.  Notwithstanding
anything to the contrary herein, upon the lapse of the Restricted Period, the
Compensation Committee may, in its sole discretion, elect to pay cash or part
cash and part Common Stock in lieu of delivering only Common Stock.  If a cash
payment is made in lieu of delivering Common Stock, the amount of such cash
payment for each share of Common Stock to which Grantee is entitled shall be
equal to the Fair Market Value of the Common Stock on the date on which the
Restricted Period lapsed.


 


SECTION 3.  Termination
of Employment.  The following provisions shall apply in the event of
Grantee’s termination of employment with the Corporation or any Affiliate: 


 


(a)      Due
to Cause.  In the event Grantee’s employment is terminated by the
Corporation or any Affiliate for Cause, the remaining Restricted Units shall be
forfeited at the time of such termination, and Grantee shall disgorge any
profit, gain or other benefit received in respect of the lapse of restrictions
on any prior Restricted Units for a period of twelve (12) months prior to the
termination of his employment for Cause.  In the event Grantee’s employment is
terminated by the Corporation or any Affiliate for Cause, the provisions of
this paragraph will apply notwithstanding any assertion (by Grantee or
otherwise) of a termination of employment for any other reason enumerated under
this Section.


 


(b)     Due
to Resignation.  In the event Grantee’s employment ends as a result of his
resignation from the Corporation or any Affiliate, any Restricted Units shall
be forfeited upon his termination of employment.


 


(c)     Due
to Any Other Reason.  In the event Grantee’s employment is terminated by
the Corporation or any Affiliate for any other reason during the applicable
vesting period, Grantee (or Grantee’s estate or beneficiaries, if Grantee
subsequently dies) shall receive a payment calculated in the following manner:
(i) the number of Awarded Restricted Units will be reduced by multiplying
the grant under this Award by a fraction, the numerator of which is the number
of full months in the applicable vesting period during which Grantee was an
active employee and the denominator of which is the number of months in the
vesting period set forth in Section 2 above (with a partial month worked
counted as a full month if Grantee is an active employee for 15 days or more in
that month); and (ii) the resulting reduced number of Awarded Restricted
Units shall be considered vested and payment of such pro-rated Award is to be
made to Grantee (or Grantee’s beneficiaries or estate, if Grantee subsequently
dies) as soon as practicable after Grantee’s termination of employment.


 


SECTION 4.  Termination
of Non-Employee Director.  In the event a Grantee’s service as a
Non-Employee Director shall terminate for reasons other than removal for Cause,
Grantee (or his estate or beneficiaries, if he subsequently dies) shall receive
a payment calculated in the following manner: (i) the number of Restricted
Units will be reduced by multiplying the grant under this Award by a fraction,
the numerator of which is the number of full months in the applicable vesting
period during which Grantee was an active Non-Employee Director and the
denominator of which is the number of months in the applicable vesting period
(with a partial month worked counted as a full month if Grantee is an active
Non-Employee Director for 15 days or more in that month); and (ii) the
resulting reduced number of Restricted Units shall be considered vested and
payment of such pro-rated Awards is to be made to Grantee (or his or her
beneficiaries or estate, if he subsequently dies) as soon as practicable after
his termination as a Non-Employee Director.  In the event Grantee’s service as
a Non-Employee Director is terminated for Cause, any remaining Restricted Units
granted to him shall be forfeited at the time of such termination, and Grantee
shall disgorge any profit, gain or other benefit received in respect of the
lapse of restrictions on any prior Restricted Units for a period of twelve (12)
months prior to his termination for Cause.  In the event Grantee’s service as a
Non-Employee Director is terminated  for Cause, the provisions of this
paragraph will apply notwithstanding any assertion (by Grantee or otherwise) of
a termination for any other reason.


  


SECTION 5.  Transferability
of Award.  This Award may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.  No transfer 







 










 








 








of this Award by
will or by the laws of descent and distribution shall be effective to bind the
Corporation unless the Corporation shall have been furnished with written
notice thereof and a copy of the will and/or such other evidence as the Board
or the Plan Administrators may determine necessary to establish the validity of
the transfer.


 


SECTION 6.  Miscellaneous
Provisions. 


 


(a)    This
Award is subject to the terms of the Plan, which are incorporated herein by
reference.


(b)    The
laws of the Commonwealth of Puerto Rico shall be controlling in all matters
relating to this Award.


(c)     The
titles and captions in this Award are used only for convenience and are not to
be used in its interpretation.


 


IN WITNESS WHEREOF,
the Corporation and Grantee have duly executed this Award on the date first
above written.


 


OFG
BANCORP                                                           GRANTEE


 


 


 


By:
_____________________________                        By:
_____________________________


Name:                                                                             
Name: 


Title:                                                                               
Title: