CHANGE IN CONTROL COMPENSATION AGREEMENT BETWEEN ORIENTAL FINANCIAL GROUP INC. AND JOSÉ RAMÓN GONZÁLEZ
Exhibit 10.17
BETWEEN
AND
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Agreement made as of the 23rd day of February, 2011, by and between Oriental
Financial Group Inc., a Puerto Rico corporation and a financial holding company with principal
offices in San ▇▇▇▇, Puerto Rico (hereinafter referred to as “OFG”) and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, of legal
age, married, business executive and resident of San ▇▇▇▇, Puerto Rico (hereinafter referred to as
the “Executive Officer”).
WITNESSETH:
WHEREAS, the Executive Officer is presently the Senior Executive Vice President of Banking and
Corporate Development of OFG;
WHEREAS, it is in the best interest of OFG to promote the retention of the Executive Officer’s
services on behalf of OFG by reducing concerns that the Executive Officer may be adversely affected
in the event of change in control of OFG as defined herein below;
WHEREAS, OFG and the Executive Officer wish to enter into this agreement to set forth the
terms and conditions for the payment by OFG of certain compensation
to the Executive Officer in the event of the termination of Executive Officer’s employment as a result of a change in
control of OFG;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, OFG and the
Executive Officer do hereby agree as follows:
1. TERM.
This Agreement shall be in full force and effect so long as the Executive Officer is employed
by OFG.
2. TERMINATION OF EMPLOYMENT DUE TO A CHANGE IN CONTROL
A. In the event there is a Change in Control of OFG (as defined herein below) while this
Agreement is in effect and as a result thereof or within one (1) year after the Change in Control,
the Executive Officer’s employment with OFG is terminated by OFG or its successor in interest, the
Executive Officer shall be entitled to the cash payment compensation determined as provided in
subparagraph B below.
B. The cash payment compensation shall be in an amount equal to two (2) times the sum of the
Executive Officer’s annual base salary at the time the termination of his employment occurs plus
the last cash bonus paid to the Executive Officer prior to the termination of his employment.
C. The cash payment compensation shall be in lieu of any other payments which the Executive
Officer may be entitled to receive by law, contract or otherwise. The
cash payment compensation shall be due and payable in a lump sum to the Executive Officer on or before
the thirtieth (30th) day following the termination of the Executive Officer employment.
The receipt of the cash payment compensation shall not affect the rights of Executive Officer to
any vested benefits or accrued compensation, including bonuses.
D. For purposes of this Agreement, a “Change in Control of OFG” shall be deemed to have
occurred if any Person or persons acting as a group within the meaning of Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is or becomes the
Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of OFG representing 25% or more of either the then outstanding shares of common stocks
of OFG or the combined voting power of OFG’s then outstanding securities and if individuals who on
the date hereof are members of OFG’s Board of Directors cease for any reason to constitute at least
a majority thereof, unless the appointment election or nomination of each new director who was not
a director on the date hereof has been approved by at least two-thirds of the directors in office
on the date hereof.
E. For purposes of this Agreement, “Person” shall have the meaning given in Section 3(a)(9) of
the Exchange Act, except that such term shall not include (i) OFG or any of its subsidiaries; (ii)
an individual who on the date of this Agreement is a director or officer of OFG or any of its
subsidiaries, or a beneficial owner of more than ten percent (10%) of OFG’s outstanding securities;
(iii) a trustee or other fiduciary holding securities under an employee benefit plan of OFG or any of its subsidiaries; (iv)
an underwriter temporarily holding securities pursuant to an offering of such securities; or (v) a
corporation or entity owned, directly or indirectly, by the stockholders of OFG in substantially
the same proportion as their ownership of stock of OFG on the date of this Agreement.
F. Notwithstanding anything to the contrary herein, any event or transaction which would
otherwise constitute a Change in Control of OFG (hereinafter referred to as a “Transaction”) shall
not constitute a Change in Control of OFG for purposes of this Agreement if the Executive Officer
participates as an acquirer in the Transaction or as an equity investor or stockholder of the
acquiring entity or any of its affiliates and thus, the Executive Officer shall not be entitled to
receive the benefits provided for in this Agreement.
3. ASSIGNMENT.
This Agreement is personal to each of the parties hereto and neither party may assign or
delegate any of his or its rights or obligations hereunder without first obtaining the written
consent of the other party.
4. AMENDMENTS OR ADDITIONS.
No amendments or additions to this Agreement shall be binding unless in writing and signed by
both parties. The prior approval by a two-thirds affirmative vote of the full Board of Directors
of OFG shall be required in order for OFG to authorize any amendments or additions to this
Agreement, to give any consent or waivers of provisions of this Agreement, or to take any other action under this
Agreement.
5. MISCELLANEOUS.
A. The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the other
provisions hereof.
B. This Agreement shall be governed in all respects and be interpreted by and under the laws
of the Commonwealth of Puerto Rico, except to the extent that such law may be preempted by
applicable United States federal law, in which case this Agreement shall be governed and be
interpreted by and under United States federal law. Venue for the litigation of any and all maters
arising under or in connection with this Agreement shall be laid in the United States District
Court for the District of Puerto Rico, at San ▇▇▇▇, in the case of federal jurisdiction, and in the
Court of First Instance, Superior Part, the Commonwealth of Puerto Rico in San ▇▇▇▇, in the case of
state court jurisdiction.
EXECUTIVE OFFICER
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ORIENTAL FINANCIAL GROUP INC. | |||
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
Senior Executive Vice President of
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President, CEO and Vice | |||
Banking and Corporate Development
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Chairman of the Board |
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