Employment Agreement with Juan Moreno

EX-10 4 exihibtb.htm CONTRACT

 

Exhibit 10.1*

December 29, 2006

Mr. José Ramón González
Santander BanCorp
Puerto Rico

Dear Mr. González:

We hereby confirm the terms and conditions with regards to your employment agreement as President and Chief Executive Officer of Santander BanCorp and Banco Santander Puerto Rico (hereafter “the Group”):

 

1.

 

The employment agreement dated March 23, 2005 between the Group and you will expire on January 1, 2007. As agreed upon, the Group and you have decided to enter in a new employment agreement which shall be effective from January 1, 2007.

 

 

 

 

 

2.

 

In your position, you shall be responsible for and will supervise all of the operations of the Group in Puerto Rico.

 

 

 

 

 

3.

 

The conditions set forth herein shall be in full force and effect for two years commencing on January 1, 2007 and ending, therefore, on January 1, 2009.

 

 

 

 

 

4.

 

During the period whereby these conditions are in full force and effect, the Group may terminate your employment if there is just cause, without any compensation whatsoever. The Group may also terminate your employment without just cause. In this latter case, you shall receive as indemnity the greater of the following amounts:

 

a.

 

The pending gross amount due from the time of termination of employment until the date of expiration of this Agreement (January 1, 2009) in accordance to the annual salary set forth in Section 5; or

 

 

 

 

 

b.

 

$1,250,000 gross

 

 

 

 

If by the term of expiration of this Agreement the parties have not renewed the same, the Group shall pay, unless you have been offered an extension to this Agreement under the same terms and conditions hereby established and the extension was rejected by you, the gross amount of $1,250,000 as the final compensation for your separation from the Group, as so thereby liberating you from any additional responsibility under this Agreement, with exception to the temporary non-competition clause under Section 7.

 

 

 

 

 

 

 

*

 

This is an English translation of the original Employment Agreement entered into between Santander BanCorp, Banco Santander Puerto Rico and José R. González. Pursuant to Rule 306 of Regulation S-T, a signed original of the original Employment Agreement has been retained by the Company and furnished to the Securities and Exchange Commission upon request.

 


 

 

José Ramón González
Page 2

 

 

 

In the case of a change in control of the Group in Puerto Rico, the Group shall compensate you the gross amount of $1,250,000 if the Group does not maintain you in your present position and classification, or if there is a separation from your position, or if any of the terms set forth herein that give you such right shall occur. Consequently this indemnity shall not be cumulative. As to the effects of this Agreement, “change in control” shall be defined as any circumstance that will cause Banco Santander Central Hispano, S.A. to decrease its beneficial ownership to less than 50% of the common stock in circulation.

 

5.

 

Your gross annual salary for the year 2007 shall be $650,000.00. For the year 2008 this annual gross salary shall be $700,000.00. This salary shall be distributed in the payment installments that the Group has established.

 

 

 

 

 

 

 

You will remain under the bonus policy of the Group. In that regard, this policy shall be determined with each bonus period that will take place under the following terms:

 

 

a.

 

Three quarters (3/4) of its amount shall be determined by reaching the annual budget of the Group and the conditions established by the Group’s Compensation Committee.

 

 

 

 

 

b.

 

The remaining one-quarter will be based on the Santander BanCorp stock in regard to other competitors of reference in accordance to the agreed schedule, of which the Santander BanCorp Compensation Committee shall inform you.

 

 

 

Also, you may be eligible to participate in other compensations schemes that may be established by the Compensation Committee.

 

 

6.

 

The remainder of conditions and benefits shall be governed in accordance to the applicable policies of officers and employees of your position at the Bank and other terms and conditions agreed upon by you and so established in your July 19, 2001 contract.

 

 

 

 

 

7.

 

You acknowledge that the functions and duties that you will perform under this agreement are of an essentially confidential nature, and as so you will privy of facts, matters, plans and strategies, as well as confidential financial information of the Group and its clients. Therefore, you agree to maintain in absolute confidentiality and abstain to disclose this information during and after the term of this agreement.

 

 

 

 

 

8.

 

In the supposed termination given under the circumstances contemplated in the before the last paragraph of the fourth section, in consideration of the benefits granted thereunder and the specific compensation recognized under such section, you shall refrain from performing similar services to those performed or will perform for the Group to any of its direct competitors of the Group within the jurisdiction of Puerto Rico, until twelve months have elapsed from your date of last employment with the Group.

 


 

José Ramón González
Page 3

 

 

9.

 

Should any dispute arise with regards to the interpretation, validity, compliance, or early termination of this agreement that shall not be solved by the parties, you hereby agree to submit to compulsory arbitration in the City of San Juan, Puerto Rico, in accordance to the American Arbitration Association rules. The party that requests the arbitration must notify the other party, no later than ten (10) days. The Bank shall pay the arbitration costs, including the arbiter fees. Each party shall be responsible for its own attorney’s fees as well as the preparation and presentation of evidence.

Please execute this agreement as a sign of your approval.

Sincerely,

/s/ María Calero
María Calero
Executive Vice President

/s/ Ivonna Pacheco
Ivonna Pacheco
First Senior Vice President

Signature of approval:

 

 

 

/s/ José Ramón González

 

 

 

 

 

José Ramón González

 

 

 

 

EX-10.18 3 g18038exv10w18.htm EX-10.18

Exhibit 10.18

October 27, 2008

Mr. Juan Moreno
Santander BanCorp
Puerto Rico

Dear Mr. Moreno:

We hereby confirm the terms and conditions with regards to your employment as President and Chief Executive Officer of Santander BanCorp and Chief Executive Officer of Banco Santander Puerto Rico (hereafter “the Group”):

 

1.

 

In your position, you shall be responsible for and will supervise all of the operations of the Group in Puerto Rico.

 

 

2.

 

The conditions set forth herein shall be in full force and effect for three years commencing on October 22, 2008 and ending on October 21, 2011.

 

 

3.

 

During the period whereby these conditions are in full force and effect, the Group may terminate your employment if there is just cause, without any compensation whatsoever. The Group may also terminate your employment without just cause. In this latter case, you shall receive as severance the amount required under Puerto Rico law.

 

 

4.

 

Your gross annual salary for the first year of employment shall be $775,000.00 Your gross annual salary shall be subject to review for increase in the sole discretion of the Compensation Committee of the Board of Directors of the Group (the “Compensation Committee”) for subsequent contract years, Your salary shall be distributed in installments as established by the Group.

 

 

5.

 

You will participate in the incentive compensation program of the Group for expatriated officers. Under this program, you will be eligible to participate in the Group’s performance bonus incentive plan.

 

 

6.

 

You are entitled to receive certain perquisites that includes housing, vehicle, moving expenses, life and health care insurance school tuition for children (not including the university tuition), utilities, vacations, gross-ups and other related expenses as determined by the Compensation Committee.

 

 

7.

 

You acknowledge that the functions and duties that you will perform under this agreement are of a confidential nature, and as so you will be privy of facts, matters, plans and strategies, as well as confidential financial information of the Group and its clients. Therefore, you agree to maintain in absolute confidentiality and abstain to disclose this information during and after the term of this agreement.

 

 

8.

 

Should any dispute arise with regards to the interpretation, validity, compliance, or early termination of this agreement that shall not be solved by the parties, you hereby agree to

 


 

 

 

 

submit to compulsory arbitration in the City of San Juan, Puerto Rico, in accordance to the American Arbitration Association rules. The party that requests the arbitration must notify the other party of its election to arbitrate no later than ten (10) days after making such election. The Group shall pay the arbitration costs, including the arbiter fees. Each party shall be responsible for its own attorney’s fees as well as the preparation and presentation of evidence.

 

 

9.

 

This agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto; provided, however, that this agreement shall not affect any other agreements between you and Banco Santander, S.A., or its affiliates other than the Group, which remain in full force and effect on the date hereof related to benefits payable to you for prior years of service

 

 

10.

 

This agreement shall be governed by and construed in accordance with its express terms, and otherwise in accordance with the laws of the Commonwealth of Puerto Rico, without reference to principles of conflict of laws. This agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. In the event of any conflict or inconsistency between the provisions of this agreement and any other plan, program, policy or agreement of the Group in Puerto Rico, the provisions of this agreement shall control.

Please confirm that the foregoing sets forth the terms of your employment agreement with the Group by signing in the space provided below.

 

 

 

Sincerely,

 

 

-s- Maria Calero

 

 

Maria Calero

 

 

Executive Vice President

 

 

 

 

 

-s- Rafael S. Bonilla

 

 

Rafael S. Bonilla

 

 

Senior Vice President

 

 

 

 

 

Approved and Accepted by:

 

 

 

 

 

-s- Juan Moreno Blanco

 

 

Juan Moreno Blanco