This SERVICES
AGREEMENT (this “ Agreement ”) is entered
into and is effective as of February 15, 2006, by and between,
on the one hand, MARTÍNEZ ODELL & CALABRIA (the
“ Contractor ”), a Puerto Rico law firm, and, on
the other hand, FIRST BANCORP (“ FirstBank
”), a corporation organized under the laws of the
Commonwealth of Puerto Rico (the “ Commonwealth
”).
WHEREAS ,
the Contractor is engaged in the practice of providing general
legal counseling, primarily in corporate, business, transactional,
regulatory and banking matters; and
WHEREAS ,
in furtherance of and in addition to that certain Employment
Agreement dated as of the date hereof by and between Lawrence Odell
(“LO”), Partner of the Contractor, and FirstBank,
FirstBank desires to enter into this Agreement in order to receive
from the Contractor the services listed above, together with the
LO’s duties and responsibilities as General Counsel and
Executive Vice President of FirstBank (collectively, the “
Services ”).
NOW
THEREFORE , the parties hereto, each intending to be legally
bound hereby, agree as follows:
Section 1. Engagement; Recitals . FirstBank
hereby hires the Contractor to provide the Services, and the
Contractor hereby accepts such hiring, subject to the terms and
conditions set forth in this Agreement. All recitals, schedules and
exhibits to this Agreement form an integral part hereof for all
purposes.
Section 2. Compensation . As consideration for
the performance of the Services, FirstBank agrees to pay to the
Contractor, $60,000 per month payable on or before the 15
th day of each month, except for the month of
February 2006, wherein compensation shall be limited to
$30,000.
Section 3. Term . This Agreement shall have a
duration of four years, commencing on the fifteenth (15
th ) day of February 2006 and ending on the
fourteenth (14 th )
day of February 2010, unless earlier terminated as provided in
Section 4 hereof. FirstBank may grant extensions or renewals
of this Agreement at its sole discretion.
Section 4. Termination . This Agreement may be
cancelled by either party, with or without cause, by giving
60 days notice in writing to the other party. As of the
effective date of cancellation, the parties hereto shall be
released from any further obligations hereunder except for those
obligations incurred prior to the cancellation date that survive
the termination hereof.
Section 5. Acknowledgements . The parties
acknowledge and agree that: (a) the Contractor does not have
and will not allow to exist any conflict of interest with the
Company at any time; (b) any compensation received by LO under
the Employment Agreement, this Agreement, or otherwise
is
