EX-10.2 FORM OF RESTRICTED STOCK AWARD



 





Exhibit 10.2




AWARD NO.: _____________




ORIENTAL FINANCIAL GROUP INC.

2007 OMNIBUS PERFORMANCE INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT




     This Restricted Stock Award and Agreement (the “Award”) is made and entered into on
this ___th day of                     , 2007, by and between Oriental Financial Group Inc. (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 (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; Shareholder Rights. The Corporation hereby awards                     
(                    ) shares of Restricted Stock (the “Restricted Shares”) to Grantee. The Restricted
Shares may be forfeited to, and acquired at no cost by, the Corporation as set forth in Sections 4
and 5 below. Grantee shall have all of the rights of a shareholder of the Corporation with respect
to the Restricted Shares, including but not limited to the right to vote and the right to receive
dividends.



     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.



 









 





     SECTION 3. Restrictions on Sale or Transfer. The Restricted Shares may not be sold,
assigned, transferred, pledged, hypothecated or otherwise encumbered by Grantee during the
Restricted Period. All of the Restricted Shares shall be held in book entry form with the
Corporation’s transfer agent until the restrictions lapse in accordance with the conditions
established in this Award, or until the shares are forfeited pursuant to such conditions.
Notwithstanding the foregoing, Grantee may request that, prior to the lapse of the restrictions or
forfeiture of the Restricted Shares, certificates evidencing such shares be issued in his name and
delivered to him, and each such certificate shall bear the following legend: “The shares of common
stock of Oriental Financial Group Inc. (the “Corporation”) evidenced by this certificate are
subject to acquisition by the Corporation, and such shares may not be sold or otherwise transferred
except pursuant to the provisions of the Restricted Stock Award and Agreement by and between the
Corporation and the registered owner of such shares.”



     SECTION 4. 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 Death. In the event Grantee’s employment terminates by reason
of his death, Grantee’s estate or beneficiaries shall receive a payment calculated in
the following manner: (i) the number of Restricted Shares 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 Restricted Shares shall be considered vested and payment of
such pro-rated Award is to be made to Grantee’s beneficiaries or estate as soon as
practicable after Grantee’s termination of employment.
	 
	 	(b)	 	Due to Disability. In the event Grantee’s employment is terminated by
reason of his Disability, Grantee (or his estate or beneficiaries, if he subsequently
dies) shall receive a payment calculated in the following manner: (i) the number of
Restricted Shares 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 Restricted Shares shall
be considered vested and payment of such pro-rated Award is to be made to Grantee (his
beneficiaries or estate, if he subsequently dies) as soon as practicable after
Grantee’s termination of employment.
	 
	 	(c)	 	Due to Cause. In the event Grantee’s employment is terminated by the
Corporation or any Affiliate for Cause, the remaining Restricted Shares shall be
forfeited at the




 - 2 - 









 






	 	 	 	time of such termination, and Grantee shall disgorge any profit, gain or other
benefit received in respect of the lapse of restrictions on Restricted Shares 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.






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





     SECTION 5. 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 Shares 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 Shares 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 Shares 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 Restricted Shares 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 6. 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 7. 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.





 - 3 - 









 






	 	(b)	 	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.



	 	 	 	 	 	 	 	 	 
	ORIENTAL FINANCIAL GROUP INC.	 	 	 	GRANTEE
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	Title:

	 	 	 	 	 	Title:	 	 







 - 4 -