Common use of ADDITIONAL COMPENSATION AND BENEFITS Clause in Contracts

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO will be entitled to participate in, and receive the benefits of, any equity-based compensation plan, profit sharing plan, or other plans, benefits and privileges given to employees and executives of the Company or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation Committee, and, to the extent that the President and CEO is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEO's rights or benefits there under, unless such change or changes are made pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO as compared to any executive officer of the Company. Nothing paid to the President and CEO under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, and term life insurance payable or provided to the President and CEO pursuant to Sections 3.1, 3.2, 3.3 and 3.5 hereof. 5.2 In consideration for entering into this new Employment Agreement, the Compensation Committee will grant the President and CEO a special Long Term Incentive Award (“LTI”) based on the closing price of OFG common stock on December 20, 2023 of 40,442.17 Restricted Stock Units (“RSU’s”) and 40,442.17 Performance Stock Units (“PSU’s”). In line with LTI Program guidelines the RSU’s shall have a three-year ratable vesting and the PSU’s shall have a three-year cliff vesting. (a) 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 based on his performance scorecard, 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 2024. 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. (b) Restrictions on the restricted stock units granted to the President and CEO hereunder will expire as established by the Compensation Committee under the terms of the award agreement but not later than on the third anniversary of the award or earlier 1n the event of a Change of Control of the Company, as defined in the Change in Control Compensation Agreement between the Company and the President and CEO, dated December 5, 2004, as amended (the "Change in Control Compensation Agreement"), or if the President and CEO dies or becomes disabled.

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO will be entitled to participate in, and receive the benefits of, any equity-based compensation stock option plan, profit sharing plan, plan or other plans, benefits and privileges given to employees and executives of the Company or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation Committee, and, to the extent that the President and CEO is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEO's ’s rights or benefits there underthereunder, unless such change or changes are made pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO as compared to any executive officer of the Company. Nothing paid to the President and CEO under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, and term life insurance salary or bonus payable or provided to the President and CEO pursuant to Sections 3.1, 3.2, 3.3 3.1 and 3.5 3.2 hereof. 5.2 In consideration for entering into this new Employment Agreement, the (a) The Compensation Committee will grant has awarded the President and CEO (i) a special Long Term Incentive Award (“LTI”) based on qualified stock option to purchase 30,000 shares of the closing price of OFG common stock on December 20, 2023 of 40,442.17 the Company and (ii) 30,000 shares of Restricted Stock Units Stock. Both awards are made under and are subject to the provisions of the Company’s 2007 Omnibus Performance Incentive Plan (the “RSU’sPlan”) and 40,442.17 Performance Stock Units (“PSU’s”). In line with LTI Program guidelines shall become effective on the RSU’s shall have a three-year ratable vesting date of the execution of this Agreement by the President and the PSU’s shall have a three-year cliff vestingCEO. (ab) The Compensation Committee shall consider in each contract year of this Agreement hereunder granting the President and CEO additional incentive compensation based on performance under the Company's equity based compensation plan based on his performance scorecard, 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 2024. As long as he is in compliance with the requirements provisions 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 equivalentsPlan. (bc) Restrictions on (i) Up to twenty five percent (25%) of the restricted stock units options granted to the President and CEO hereunder will expire as established may be exercised by the Compensation Committee under President and CEO each year during a period commencing after the terms of the award agreement but not later than second and ending on the third tenth anniversary of this Agreement, provided that the award or earlier 1n stock options will become fully vested and exercisable in the event of a Change change of Control control of the Company, Company as such term is defined in the “Change in In Control Compensation Agreement Agreement” between the Company and the President and CEO, CEO and the Company dated December 515, 2004, as amended (the "“Change in Control Compensation Agreement")Agreement”),or if the President and CEO becomes disabled, dies or retires from employment with the Company; and (ii) Restrictions on the Restrictive Stock will expire on the third anniversary of their grant or earlier in the event of a change of control of the Company as such term is defined in the Change In Control Compensation Agreement or if the President and CEO becomes disabled, dies or becomes disabledretires from employment with the Company.

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO will be entitled to participate in, and receive the benefits of, any equity-based compensation plan, profit sharing plan, or other plans, benefits and privileges given to employees and executives of the Company or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation Committee, and, to the extent that the President and CEO is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEO's ’s rights or benefits there under, unless such change or changes are made pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO as compared to any executive officer of the Company. Nothing paid to the President and CEO under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, Allowance and term life insurance payable or provided to the President and CEO pursuant to Sections 3.1, 3.2, 3.3 and 3.5 hereof. 5.2 In consideration for entering into this new Employment Agreement, the Compensation Committee will grant the President and CEO (a special Long Term Incentive Award (“LTI”) based on the closing price of OFG common stock on December 20, 2023 of 40,442.17 Restricted Stock Units (“RSU’s”) and 40,442.17 Performance Stock Units (“PSU’s”). In line with LTI Program guidelines the RSU’s shall have a three-year ratable vesting and the PSU’s shall have a three-year cliff vesting. (a) 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 ’s equity-based compensation plan based on his performance scorecard, 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 20242022 . As long as he is in compliance with the requirements of the Company's ’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. (b) Restrictions on the restricted stock units granted to the President and CEO hereunder will expire as established by the Compensation Committee under the terms of the award agreement but not later than on the third anniversary of the award or earlier 1n the event of a Change of Control of the Company, as defined in the Change in Control Compensation Agreement between the Company and the President and CEO, dated December 5, 2004, as amended (the "Change in Control Compensation Agreement"), or if the President and CEO dies or becomes disabled.

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO will be entitled to participate in, and receive the benefits of, any equity-based compensation plan, profit sharing plan, or other plans, benefits and privileges given to employees and executives of the Company or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation Committee, and, to the extent that the President and CEO is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEO's ’s rights or benefits there under, unless such change or changes are made pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO as compared to any executive officer of the Company. Nothing paid to the President and CEO under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, Allowance and term life insurance payable or provided to the President and CEO pursuant to Sections 3.1, 3.2, 3.3 and 3.5 hereof. 5.2 (a) In consideration for entering into this new Employment Agreementagreeing to renew his employment with the Company for a period of three years, the Compensation Committee will grant the President and CEO Mx. Xxxxxxxxx is granted a special Long Term Incentive Award bonus in the amount of $850,000 (the “LTI”) based on the closing price of OFG common stock on December 20, 2023 of 40,442.17 Restricted Stock Units (“RSU’s”) and 40,442.17 Performance Stock Units (“PSU’sSpecial Bonus”). In line The Company shall pay the Special Bonus to Mx. Xxxxxxxxx in six equal semi-annual installments with LTI Program guidelines the RSU’s shall have a three-year ratable vesting first such installment to be paid on December 31, 2016, and the PSU’s shall have a three-year cliff vesting. (a) The Compensation Committee shall consider in each contract year final such installment to be paid on June 30, 2019. If Mx. Xxxxxxxxx employment is terminated for any reason before the expiration of the term of this Agreement granting the President and CEO additional incentive compensation under the Company's equity based compensation plan based on his performance scorecard, as approved (other than termination caused by the Compensation Committeedeath or disability of Mx. Xxxxxxxxx), up then he shall not be entitled 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 2024. As long as he is in compliance with the requirements receive any further installments 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 equivalentsSpecial Bonus. (b) Restrictions on the restricted stock units granted to the President and CEO hereunder will expire as established by the Compensation Committee under the terms of the award agreement but not later than on the third anniversary of the award or earlier 1n the event of a Change of Control of the Company, as defined in the Change in Control Compensation Agreement between the Company and the President and CEO, dated December 5, 2004, as amended (the "Change in Control Compensation Agreement"), or if the President and CEO dies or becomes disabled.

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO will be entitled to participate in, and receive the benefits of, any equity-based compensation plan, profit sharing plan, or other plans, benefits and privileges given to employees and executives of the Company or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation Committee, and, to the extent that the President and CEO is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEO's ’s rights or benefits there underthereunder, unless such change or changes are made pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO as compared to any executive officer of the Company. Nothing paid to the President and CEO under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, and term life insurance salary or bonus payable or provided to the President and CEO pursuant to Sections 3.1, 3.2, 3.3 3.1 and 3.5 3.2 hereof. 5.2 In consideration for entering into (a) On the date hereof, and upon the execution of this new Employment Agreement, the Compensation Committee will grant shall award the President and CEO a special Long Term Incentive Award (“LTI”i) based on qualified stock options to purchase one hundred thousand (100,000) shares of the closing price of OFG Company’s common stock on December 20, 2023 and (ii) fifty thousand (50,000) restricted stock units. Both awards are made under and are subject to the provisions of 40,442.17 Restricted Stock Units the Company’s Amended and Restated 2007 Omnibus Performance Incentive Plan (the “RSU’s”) and 40,442.17 Performance Stock Units (“PSU’sPlan”). In line with LTI Program guidelines the RSU’s shall have a three-year ratable vesting and the PSU’s shall have a three-year cliff vesting, as further amended from time to time. (ab) 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 Plan based on his performance scorecard, 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, one hundred percent (100%) 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 2024. 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. (bi) Restrictions on Up to twenty-five percent (25%) of the restricted stock units options granted to the President and CEO hereunder will expire as established may be exercised by the Compensation Committee under the terms of the award agreement but not later than President and CEO each year during a period commencing on the third second anniversary of the award or earlier 1n and ending on the tenth anniversary thereof, provided that the stock options will become fully vested and exercisable in the event of a Change of Control of the Company, as defined in the Change in Control Compensation Agreement between the Company and the President and CEO, dated December 515, 2004, as amended (the "“Change in Control Compensation Agreement"”), or if the President and CEO dies or becomes disabled; and (ii) Restrictions on the restricted stock units granted to the President and CEO hereunder will expire on the third anniversary of the award or earlier in the event of a Change of Control of the Company, as defined in the Change in Control Compensation Agreement, or if the President and CEO dies or becomes disabled. 5.3 In consideration of the equity awards provided in Section 5.2(a) hereof, the President and CEO hereby waives his right to receive any equity awards for 2010 under the 2007 Employment Agreement.

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO will be entitled to participate in, and receive the benefits of, any equity-based compensation stock option plan, profit sharing plan, plan or other plans, benefits and privileges given to employees and executives of the Company or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation Committee, and, to the extent that the President and CEO is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEO's ’s rights or benefits there underthereunder, unless such change or changes are made pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO as compared to any executive officer of the Company. Nothing paid to the President and CEO under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, and term life insurance salary or bonus payable or provided to the President and CEO pursuant to Sections 3.1, 3.2, 3.3 3.1 and 3.5 3.2 hereof.. 5.2 5.2 In consideration for entering into this new Employment Agreement, the (a) The Compensation Committee will grant has awarded the President and CEO (i) a special Long Term Incentive Award (“LTI”) based on qualified stock option to purchase 30,000 shares of the closing price of OFG common stock on December 20, 2023 of 40,442.17 the Company and (ii) 30,000 shares of Restricted Stock Units Stock. Both awards are made under and are subject to the provisions of the Company’s 2007 Omnibus Performance Incentive Plan (the “RSU’sPlan”) and 40,442.17 Performance Stock Units (“PSU’s”). In line with LTI Program guidelines the RSU’s shall have a three-year ratable vesting and the PSU’s shall have a three-year cliff vesting.become (ab) The Compensation Committee shall consider in each contract year of this Agreement hereunder granting the President and CEO additional incentive compensation based on performance under the Company's equity based compensation plan based on his performance scorecard, 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 2024. As long as he is in compliance with the requirements provisions of the Company's Stock Ownership Policy, with respect Plan. (c)(i) Up to any incentive compensation award granted to him by twenty five percent (25%) of the Compensation Committee, the President and CEO shall have the option of electing to receive the award in deferred cash equivalents. (b) Restrictions on the restricted stock units options granted to the President and CEO hereunder will expire as established may be exercised by the Compensation Committee under President and CEO each year during a period commencing after the terms of the award agreement but not later than second and ending on the third tenth anniversary of this Agreement, provided that the award or earlier 1n stock options will become fully vested and exercisable in the event of a Change change of Control control of the Company, Company as such term is defined in the “Change in In Control Compensation Agreement Agreement” between the Company and the President and CEO, CEO and the Company dated December 515, 2004, as amended (the "“Change in Control Compensation Agreement")Agreement”),or if the President and CEO becomes disabled, dies or retires from employment with the Company; and (ii) Restrictions on the Restrictive Stock will expire on the third anniversary of their grant or earlier in the event of a change of control of the Company as such term is defined in the Change In Control Compensation Agreement or if the President and CEO becomes disabled, dies or becomes disabledretires from employment with the Company.

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO will be entitled to participate in, and receive the benefits of, any equity-based compensation plan, profit sharing plan, or other plans, benefits and privileges given to employees and executives of the Company or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation Committee, and, to the extent that the President and CEO is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEO's ’s rights or benefits there under, unless such change or changes are made pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO as compared to any executive officer of the Company. Nothing paid to the President and CEO under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, Allowance and term life insurance payable or provided to the President and CEO pursuant to Sections 3.1, 3.2, 3.3 and 3.5 hereof. 5.2 (a) In consideration for entering into this new Employment Agreementagreeing to renew his employment with the Company for a period of three years, the Compensation Committee Mx. Xxxxxxxxx will grant the President and CEO be paid a special Long Term Incentive Award (bonus in the amount of $850,000 payable upon the expiration of the term of this Agreement(the “LTI”) based on the closing price of OFG common stock on December 20, 2023 of 40,442.17 Restricted Stock Units (“RSU’s”) and 40,442.17 Performance Stock Units (“PSU’sSpecial Bonus”). In line with LTI Program guidelines If Mx. Xxxxxxxxx employment is terminated for any reason before the RSU’s shall have a three-year ratable vesting and expiration of the PSU’s shall have a three-year cliff vesting. (a) The Compensation Committee shall consider in each contract year term of this Agreement granting he will be paid a prorated portion of the President and CEO additional incentive compensation under Special Bonus computed through the Company's equity based compensation plan based on his performance scorecard, as approved by effective date of the Compensation Committee, up to an annual amount equal to a percentage, to be determined by the Compensation Committee from time to time, termination 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 2024. 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 equivalentsemployment. (b) Restrictions on the restricted stock units granted to the President and CEO hereunder will expire as established by the Compensation Committee under the terms of the award agreement but not later than on the third anniversary of the award or earlier 1n the event of a Change of Control of the Company, as defined in the Change in Control Compensation Agreement between the Company and the President and CEO, dated December 5, 2004, as amended (the "Change in Control Compensation Agreement"), or if the President and CEO dies or becomes disabled.

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO will be entitled to participate in, and receive the benefits of, any equity-based compensation stock option plan, profit sharing plan, plan or other plans, benefits and privileges given to employees and executives of the Company or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation CommitteeCommittee of the Board of Directors, and, to the extent that the President and CEO is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEOPresident's rights or benefits there underthereunder, unless such change or changes are made pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO as compared to any executive officer of the Company. Nothing paid to the President and CEO under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, and term life insurance salary or bonus payable or provided to the President and CEO pursuant to Sections 3.1, 3.2, 3.3 3.1 and 3.5 3.2 hereof. 5.2 In consideration for entering into this new Employment Agreement, the Compensation Committee will grant the President and CEO a special Long Term Incentive Award (“LTI”) based on the closing price of OFG common stock on December 20, 2023 of 40,442.17 Restricted Stock Units (“RSU’s”) and 40,442.17 Performance Stock Units (“PSU’s”). In line with LTI Program guidelines the RSU’s shall have a three-year ratable vesting and the PSU’s shall have a three-year cliff vesting. (a) The On November 29, 2004 the Compensation Committee shall consider of the Board of Directors of the Company, in each contract year contemplation of the execution of this Agreement granting Agreement, granted the President an option to purchase 20,000 shares of the common stock of the Company. The option granted shall be subject to the conditions described in subsections (c) and CEO additional incentive compensation (d) below except that the exercised period for the option shall commence after the second and end on the tenth anniversary of the date of the grant; (b) The President shall be granted options to purchase shares of the common stock of the Company as follows: 40,000 shares effective on July 1, 2005, 20,000 shares effective on January 1, 2006 and 20,000 shares effective on January 1, 2007. The options granted to the President pursuant to subsections (a) and (b) of this Section 5.2 shall be referred to as the "Options".The Options shall be entitled to all of the rights, benefits and privileges to which stock options issued under the Company's equity based compensation plan based on his performance scorecardIncentive Stock Options Plans are entitled including, as approved by without limiting 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 2024. As long as he is in compliance with the requirements generality of the Company's Stock Ownership Policyforegoing, with respect their adjustment to any incentive compensation award granted to him by take into account the Compensation Committee, the President dilution effect of stock dividends and CEO shall have the option of electing to receive the award in deferred cash equivalentsstock splits. (bc) Restrictions Up to twenty percent (20%) of the Options may be exercised by the President each year during a period commencing after the second and ending on the restricted stock units granted to the President and CEO hereunder will expire as established by the Compensation Committee under the terms of the award agreement but not later than on the third tenth anniversary of this Agreement, provided that the award or earlier 1n Options will become fully vested and exercisable in the event of a change of control of the Company as such term is defined in the "Change of Control of the Company, as defined in the Change in Control Compensation Agreement Agreement" between the Company and the President and CEO, the Company dated December 515, 2004, as amended (the "Change in Control Compensation Agreement"), or if the President and CEO becomes disabled, dies or becomes disabledretires from employment with the Company; and (d) The Options shall survive one (1) year after termination of this Agreement, unless said termination is pursuant to Sections 6.1, 6.5 or 6,6 hereto.

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO Chief Executive Officer will be entitled to participate in, and receive the benefits of, any equity-based compensation stock option plan, profit sharing plan, plan or other plans, benefits and privileges given to employees and executives of the Company Bank or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation CommitteeBank's Board of Directors, and, to the extent that the President and CEO Chief Executive Officer is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEOChief Executive Officer's rights or benefits there underthereunder, unless such change or changes are made pursuant to a program applicable to all executives of the Company Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO Chief Executive Officer as compared to any executive officer of the CompanyBank. Nothing paid to the President and CEO Chief Executive Officer under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, and term life insurance salary payable or provided to the President and CEO Chief Executive Officer pursuant to Sections 3.1, 3.2, 3.3 and 3.5 Section 3.1 hereof. 5.2 In consideration for entering into Subject to the conditions described in section 5.3 below, the Board of Directors of the Bank, in contemplation of the execution of this new Employment Agreement, granted the Compensation Committee will grant Chief Executive Officer the President and CEO a special Long Term Incentive Award (“LTI”) based on option to purchase 30,000 shares of the closing price of OFG common stock on December 20, 2023 of 40,442.17 Restricted Stock Units the Bank (“RSU’s”the "Options") and 40,442.17 Performance Stock Units (“PSU’s”). In line with LTI Program guidelines the RSU’s shall have a three-year ratable vesting and the PSU’s shall have a three-year cliff vesting. (a) 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 based on his performance scorecard, as terms and conditions approved by the Compensation CommitteeBank's Board of Directors on April 22, up to an annual amount equal to a percentage1996, to as supplemented hereunder. The options may be determined exercised by the Compensation Committee from time to time, Chief Executive Officer during a period commencing on the first and ending on the tenth anniversary of his annual base salary. The incentive compensation grants to employment, provided that the President and CEO shall options may be made exercised on or before March 31 of each contract year of this Agreement commencing with the year 2024. As long as he is an earlier date 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. (b) Restrictions on the restricted stock units granted to the President and CEO hereunder will expire as established by the Compensation Committee under the terms of the award agreement but not later than on the third anniversary of the award or earlier 1n the event of a Change change of Control control of the Company, Bank as such term is defined in the Change in Control Compensation Agreement between the Company and the President and CEO, dated December 5, 2004, as amended (the "Change in Control Compensation Agreement"), section 6.8(b) hereunder or if the President and CEO Chief Executive Officer becomes disabled, dies or becomes disabledretired from employment with the Bank. 5.3 The Options shall survive one (1) year after termination of this Agreement, unless said termination is pursuant to Sections 6.1, 6.5 or 6.6 hereto. The number of shares that the Chief Executive Officer has a right to acquire pursuant to the Options shall be adjusted proportionately to avoid any form of dilution, including but not limited to increases in the number of shares of stock of the Bank issued and outstanding due to stock splits, stock dividends, cash dividends or additional authorizations of issuance of stock.

ADDITIONAL COMPENSATION AND BENEFITS. 5.1 During the term of this Agreement, the President and CEO will be entitled to participate in, and receive the benefits of, any equity-based compensation plan, profit sharing plan, or other plans, benefits and privileges given to employees and executives of the Company or its subsidiaries and affiliates which may now exist or come into existence hereinafter, to the extent commensurate with his then duties and responsibilities, as fixed by the Compensation Committee, and, to the extent that the President and CEO is otherwise eligible and qualifies, to so participate in, and receive such benefits or privileges. The Company shall not make any changes in such plans, benefits or privileges which would adversely affect the President and CEO's ’s rights or benefits there under, unless such change or changes are made pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater adverse change in the rights of or benefits to the President and CEO as compared to any executive officer of the Company. Nothing paid to the President and CEO under any plan or arrangement presently in effect or made available in the future shall be deemed in lieu of the annual base salary, Incentive Bonus, Special Bonus, Expense Allowance, Allowance and term life insurance payable or provided to the President and CEO pursuant to Sections 3.1, 3.2, 3.3 and 3.5 hereof. 5.2 In consideration for entering into this new Employment Agreement, the Compensation Committee will grant the President and CEO a special Long Term Incentive Award (“LTI”) based on the closing price of OFG common stock on December 20, 2023 of 40,442.17 Restricted Stock Units (“RSU’s”) and 40,442.17 Performance Stock Units (“PSU’s”). In line with LTI Program guidelines the RSU’s shall have a three-year ratable vesting and the PSU’s shall have a three-year cliff vesting. (a) The Compensation Committee Company shall consider pay the remaining balance, $425,000, of the $850,000 special bonus granted to Mx. Xxxxxxxxx pursuant to the September 27, 2016 employment agreement (the “Special Bonus”). The remaining balance of $425,000 shall be paid to Mx. Xxxxxxxxx in each contract year three equal semi-annual installments with the first such installment to be paid on July 1, 2018, the second installment to be paid on January 1, 2019, and the final such installment to be paid on July 1, 2019. If Mx. Xxxxxxxxx employment is terminated for any reason before the expiration of the term of this Agreement granting the President and CEO additional incentive compensation under the Company's equity based compensation plan based on his performance scorecard, as approved (other than termination caused by the Compensation Committeedeath or disability of Mx. Xxxxxxxxx), up then he shall not be entitled 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 2024. As long as he is in compliance with the requirements receive any further installments 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 equivalentsSpecial Bonus. (b) Restrictions on the restricted stock units granted to the President and CEO hereunder will expire as established by the Compensation Committee under the terms of the award agreement but not later than on the third anniversary of the award or earlier 1n the event of a Change of Control of the Company, as defined in the Change in Control Compensation Agreement between the Company and the President and CEO, dated December 5, 2004, as amended (the "Change in Control Compensation Agreement"), or if the President and CEO dies or becomes disabled.