Amendment, dated February 26, 2020, to Employment Agreement between Oriental and Jos R. Fernndez

Contract Categories: Human Resources - Employment Agreements
EX-10.12 12 ofg10k12312020ex1012.htm EXHIBIT 10.12 ofg10k12312020ex1012
 
 
1
Exhibit 10.12
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
OFG BANCORP
AND
JOSÉ RAFAEL FERNÁNDEZ
 
 
 
This Second Amendment to Employment
 
Agreement (the “Amendment”) is made
and entered into
 
on the 26th
 
day of February,
 
2020 (the “Effective
 
Date”), by
and between
OFG BANCORP
, a financial
 
holding company that
 
has its principal
office in
 
San Juan,
 
Puerto Rico
 
(the “Company”),
 
and
JOSÉ RAFAEL
 
FERNÁNDEZ
 
(the “President and CEO” or “Mr. Fernández”).
 
WITNESSETH:
 
 
 
WHEREAS
, Mr.
 
Fernández has
 
been an
 
executive officer
 
of the
 
Company since
June 1991, is presently
 
the Company’s President,
 
Chief Executive Officer,
 
and
Vice Chairperson of
 
the Board of
 
Directors, and the
 
retention of his
 
services
for and
 
on behalf
 
of the
 
Company is
 
of material
 
importance to
 
the preservation
and enhancement of the value of the Company's business;
 
 
WHEREAS
, the
 
Company and
 
the President
 
and CEO
 
have entered
 
into an
Employment Agreement
 
dated February
 
28, 2018
 
(the “Employment
 
Agreement”),
which is now in
 
effect, and wish to
 
enter into this Amendment
 
and intend that
this Amendment shall
 
become effective on
 
the Effective Date,
 
subject to the
final approval
 
of this
 
Amendment by the
 
Board of
 
Directors of
 
the Company,
and amend the Employment Agreement;
 
 
NOW THEREFORE
, in
 
consideration of
 
the mutual
 
covenants herein
 
set forth,
the Company and the President and CEO do hereby agree as
 
follows:
 
1.
 
Section 3.2
 
of the
 
Employment Agreement
 
is hereby
 
amended in
 
its entirety
to read as follows:
 
3.2 Bonus.
 
The Compensation Committee shall set for the
 
President and
 
2
CEO an
 
annual target
 
bonus based
 
on a
 
percentage of
 
his annual
 
base salary
as may
 
be earned by
 
him under
 
the Company’s non
 
-equity incentive bonus
plan (the “Incentive Bonus”).
 
The bonus shall be
 
due and payable on or
before March 31 of
 
each contract year of
 
this Agreement commencing with
the bonus
 
corresponding to
 
calendar year
 
2019 due
 
and payable
 
on or before
March 31, 2020.
 
2.
 
Section 5.2(b)
 
of the
 
Employment Agreement
 
is hereby
 
amended in
 
its
entirety to read as follows:
 
The Compensation Committee shall
 
consider in each contract
 
year of this
Agreement granting
 
the President
 
and CEO
 
additional incentive
compensation under
 
the Company’s
 
equity-based compensation
 
plan, as
approved by the Compensation
 
Committee, up to an
 
annual amount equal to
a percentage, to
 
be determined by
 
the Compensation Committee
 
from time to
time, of his
 
annual base salary.
 
The incentive compensation
 
grants to the
President and CEO
 
shall be made
 
on or before
 
March 31 of
 
each contract
year of this
 
Agreement commencing with
 
the year 2017.
 
As long as
 
he is in
compliance with the
 
requirements of the
 
Company’s Stock
 
Ownership Policy,
with respect to
 
any incentive compensation
 
award granted to
 
him by
 
the
Compensation Committee, the
 
President and CEO
 
shall have
 
the option
 
of
electing to receive the award in deferred cash equivalents.
 
3.
 
The Employment Agreement, as amended
 
by this Amendment, constitutes the
entire agreement and understanding
 
between the parties
 
hereto with respect
 
to
the subject
 
matter thereof
 
and hereof
 
and, as
 
of the
 
Effective Date,
 
supersedes
all prior agreements
 
and understandings,
 
whether written
 
or oral, relating
 
to
such subject
 
matter.
 
This Amendment
 
to the
 
Employment Agreement shall
 
be
effective as of
 
the Effective Date subject
 
to the approval
 
and ratification
of this
 
Amendment by
 
the Board
 
of Directors
 
of the Company.
 
For the
 
avoidance
of doubt,
 
nothing in
 
the Employment
 
Agreement or
 
this Amendment
 
limits, expands
or otherwise
 
amends the
 
terms of
 
the Change
 
in Control
 
Compensation Agreement.
 
 
 
3
4.
 
This Amendment
 
may be
 
executed in
 
one or
 
more counterparts,
 
each of
 
which
shall be deemed an original and all of which taken together shall constitute
one and the same agreement.
 
 
 
 
 
 
 
4
 
 
IN WITNESS
 
WHEREOF
, the
 
parties have duly
 
executed and delivered
 
this
Agreement in San Juan, Puerto Rico, as of the date
 
first above written.
 
PRESIDENT AND CEO
 
 
 
 
/s/José Rafael Fernández
 
José Rafael Fernández
 
 
OFG BANCORP
 
By: Compensation
 
Committee of the
 
 
Board of Directors
 
 
 
By:
 
/s/Jorge Colón Gerena
 
 
Jorge Colón Gerena
 
 
Chairman – Compensation Committee