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PAYMENT AGREEMENT
IN THE EVENT OF A CHANGE OF CONTROL
This PAYMENT
AGREEMENT IN THE EVENT OF A CHANGE OF CONTROL (the
“Agreement”) is dated January 28, 2009, between
Westernbank Puerto Rico (the “Bank”) and
Mr. Lidio Soriano (the “Employee”).
WHEREAS,
the Employee is currently serving as the Senior Vice President and
Senior Financial Officer of the Bank; and
WHEREAS,
the Board believes that it is in the best interests of the Bank to
encourage the Employee’s continued employment with dedication
to the Bank in the face of potentially distracting circumstances
arising from the remote possibility of a change in control of the
Bank, although no such change is now thought of or contemplated;
and
WHEREAS,
the parties desire to enter into this Agreement setting forth the
terms and conditions for the payment of special compensation to the
Employee in the event of a termination of the Employee’s
employment in connection with or as a result of a change in
control;
NOW THEREFORE,
it is AGREED as follows:
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1.
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Term . The initial term of this Agreement
shall be for a two (2) year period commencing on the date
hereof. This Agreement shall be automatically renewed for one (1)
additional year on the first and each subsequent anniversary date
of this Agreement, unless the Bank gives contrary written notice to
the Employee sixty (60) days prior to such renewal date.
References herein to the term of this Agreement shall include the
initial term and any additional years for which this Agreement is
renewed.
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2.
Termination of Employment in Connection with a Change in
Control .
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(a)
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If
during the term of this Agreement there is a change in control of
the Bank, the Employee shall be entitled to receive as a special
compensation a lump sum cash payment as provided for herein, in
connection with or within one (1) year after a “Change
in Control” (as defined below) in the event the
Employee’s employment is terminated voluntarily by the
Employee or involuntarily by the Bank without cause in connection
with or within one (1) year after a change in control has occurred.
The amount of this payment shall be equal to three (3) times
the annual base compensation, year-end Christmas bonus, and special
bonuses, if any, paid to the Employee by the Bank during the
calendar year preceding the year in which the Change in Control
occurs. Payment under this Section 2(a) shall be in lieu of any
amount that may be otherwise owed to the employee as damages for
the loss of employment, in the event that such loss occurs. Payment
under this
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Section 2(a) shall not be reduced by any
compensation which the Employee may receive from other employment
with another employer after termination of the Employee’s
employment with the Bank, if such termination occurs. No payment
hereunder shall affect the Employee’s entitlement to any
vested benefits or other compensation payments.
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