This Consulting Services Agreement involves
Title: SERVICES AGREEMENT
Industry: Regional Banks
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 the personal compensation of LO, and no part thereof shall be
allocated, imputed or payed to the Contractor at any time; and (c) the Contractor may continue to represent certain identified business competitors of FirstBank so long as no direct conflict arises by reason thereof.
Section 6. Indemnification .