AMENDMENT NO. 1 TO EMPLOYMENT
AGREEMENT
This AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT (this “ Amendment
”), is entered into and is effective as of January 15,
2009, by and between, on the one hand, FIRST BANCORP (the
“ Corporation ”), a corporation organized under
the laws of the Commonwealth of Puerto Rico (the “
Commonwealth ”), and FIRSTBANK PUERTO RICO (the
“ Bank ”), a banking institution organized under
the laws of the Commonwealth that is a wholly-owned subsidiary of
the Corporation, and, on the other hand, Randolfo Rivera (the
“Executive”), Executive Vice President of the
Corporation.
WHEREAS ,
the Corporation and the Executive entered into a certain Employment
Agreement dated as of May 26, 1998 (the “ Employment
Agreement ”), pursuant to which the Corporation and the
Bank retained the professional services of the Executive, subject
to the terms and conditions set forth therein; and
WHEREAS ,
the parties hereto wish to amend the terms of the Employment
Agreement in the manner set forth below.
NOW
THEREFORE , in consideration of the premises herein contained,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
each intending to be legally bound hereby, agree as
follows:
1.
Definitions . All capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such
terms in the Employment Agreement; provided, however, that for all
purposes the term “Corporation”, whenever utilized in
the Employment Agreement, shall include the Bank, its affiliates,
and any other subsidiaries of the Corporation, irrespective of the
context of which such term is utilized.
2.
Particular Amendments to the Employment Agreement . The
Employment Agreement is hereby amended as follows:
(a) In the
event of any payment made pursuant to the provisions of the
Employment Agreement which qualify as an applicable severance from
employment or a golden parachute payment, as such terms are defined
in Section 280G of the Internal Revenue Code of 1986, as
amended by the provisions of the Emergency Economic Stabilization
Act of 2008, such payment shall not equal or exceed an amount equal
to three times the Executive’s
