EXHIBIT 10.15
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 March 15, 2004, between
Westernbank Puerto Rico (the “Bank”) and
Mr. Rubén Aponte (the “Employee”).
WHEREAS, the Employee will be serving as Senior
Vice-President of Commercial Credit for the North Region Area 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:
| 1. |
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Term . The term of this Agreement shall be
for a five (5) year period commencing on the date mentioned
below. You will occupy the position for a term of not less than
five years, from an anticipated starting date of March 15,
2004; with covenant not to compete, or in any way be engaged,
directly or indirectly, in Puerto Rico, during your employment and
for the remainder of the term stated in this agreement, but under
no circumstance for less than one year, which ever is greater,
after ceasing employment. Upon your acceptance of your appointment,
you will be paid a signing bonus of $150,000.00, which will be
credited to the performance bonuses you could prospectively be
entitled to, upon specific performance. |
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 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 the annual base compensation and year-end Christmas
bonus paid to the Employee by the Bank during the calendar year
preceding the year in |
