AMENDED AND RESTATED CHANGE IN CONTROL COMPENSATION AGREEMENT
JOSÉ R. FERNÁNDEZ
Agreement made as of the 28th day July, 2021, by and between OFG Bancorp, a Puerto Rico corporation and a financial holding company with principal offices in San Juan, Puerto Rico (hereinafter referred to as OFG) and José R. Fernández, of legal age, married, business executive and resident of San Juan, Puerto Rico (hereinafter referred to as the Executive Officer).
WHEREAS, on December 15, 2004, OFG and the Executive Officer entered into a Change In Control Compensation Agreement (the 2004 Agreement);
WHEREAS, the Executive Officer is presently the President and Chief Executive Officer of OFG;
WHEREAS, it is in the best interest of OFG to continue to promote the retention of the Executive Officers 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 amend and restate the 2004 Agreement to set forth the terms and conditions for the payment by OFG of certain compensation to the Executive Officer in the event of a termination of Executive Officers 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:
This Agreement shall be in full force and effect so long as the Executive Officer is employed by the Company.
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TERMINATION OF EMPLOYMENT DUE TO A CHANGE IN CONTROL
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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