EXHIBIT 10.3
BANCO SANTANDER PUERTO RICO
EMPLOYMENT TERMS AND CONDITIONS FOR THE POSITION OF
DIRECTOR OF THE CORPORATE BANKING DIVISION
The present agreement for the position of Director of the Corporate
Banking Division is effective today February 11, 2003. This Agreement is entered
into by and between Banco Santander Puerto Rico (hereafter, the "Bank" or
"Santander") and Xx. Xxxxxxx Xxxxxxx (hereafter the "Director")
1. TERMS AND CONDITIONS
The Director will dedicate all his efforts and the necessary time
needed to meet the objectives established by the Bank and will
perform the duties indicated on the job description (Attachment A).
These duties may change from time to time, when the supervisor so
states and according to the operational and business needs of the
Bank. The immediate supervisor will establish the objectives and
goals of the position to be held during the first week of
employment. The Director must fully comply with these goals and
objectives. The Director agrees to fully comply with the norms,
procedures, and policies of the Bank.
The Bank relied on the truthfulness of the information and the data
provided by the Director on the job application and other job entry
forms and he may be fired at any time if upon verification it
becomes apparent that information provided in the forms has been
omitted and/or submitted incomplete and/or is false.
The Bank reserves the right to modify functions, conditions, and
terms of employment as hereby stated, to conform to any needs that
may arise in the institution, except for the compensation's terms
and conditions hereby described. Such changes will be notified in
writing to the Director, so that he may comply with the new
requirements.
2. COMPENSATION AND BENEFITS
Effective by the date of this agreement, the Bank will compensate
the Director with a gross yearly salary of $225,000.00. The
conditions detailed in the offer letter dated January 27, 2003 are
integrated into
this agreement. A special bonus in the amount of $25,000.00 will be
paid in the first bi-weekly payment. The Director will return 100%
of the hiring bonus if the work relationship is voluntarily
terminated during the first year of service. In the case that the
work relationship is voluntarily terminated during the second year
of service, the Director will return 50% of this special bonus. The
Director will return the corresponding percentage of the special
bonus before his last day at work and the amount will become due and
payable at this time.
Also a second bonus in the amount of $25,000.00 will paid according
to the terms established in the previously mentioned letter. From
the first $100,000.00; $50,000.00 are free from the penalty. The
Director will return 100% from the remainder of the previously
mentioned second bonus in the case that the work relationship ends
voluntarily during the first year of service. In the case that the
work relationship ends voluntarily during the second, third, and
fourth year of service the Director will return 50% of the special
bonus disbursed during that year. The Director will return the
corresponding percentage before his last day of work and that amount
will become due and payable at this time. The Director will
participate in the benefits plans established by the Bank for its
employees, subject to what is established in each plan. The
Christmas Bonus will be awarded by complying with applicable law and
if the Board of Directors approves it annually. Will also be a
participant of the Deferred Compensation Program, as so established
for his position, as long as he complies with the objectives and the
goal established and is an active employee at the time of the award.
The previously mentioned payments in the Compensation, Salaries, and
Benefits items are subject to the legal deductions applicable under
local and federal statutes.
3. TRADE SECRETS
During the course of business the Director will have access to
confidential documents, lists of clients information, potential
clients, marketing strategies, and other policies and materials
which constitute for the Bank information related to and for the
business, which for all intended purposes constitute confidential
information. This confidential information is property of the Bank.
The Director cannot disclose directly or indirectly such
information, with the exception if
a business requirement should arise in which case the immediate
Supervisor's authorization is necessary.
Upon resignation or upon work termination, we require from you
complete protection of the confidential and privileged business
information, and to abstain from its disclosure either for your own
benefit, your new employer, or third parties. This information
includes, without any limitation, trade secrets, proprietary
information of the Bank, of its affiliates and subsidiaries,
confidential matters, operational methodology, list of clients or
potential clients, business relationships, banking products,
strategies, tactics, business plans, data bases, development of
computer programming, financial information, financial statements,
account balances, profit margins, stock ownership, financial
studies, market studies, marketing strategies, and other of a
similar nature.
If the Director breaches any of the previously mentioned
dispositions, of not revealing or not utilizing confidential
information, the Bank will have the right to request an "injunction"
(permanent or preliminary) in order for the Director to cease and
desist of this practice, and to abstain from incurring in this type
of previously mentioned conduct. The remedies available to the Bank
in this situation range from breach of contract, as well as to
indemnify damages, among others.
4. TERMINATION
The parties agree that this contract may be terminated by any of the
parties. In the case of the Bank, the Contract may be terminated
with or without just cause. In the case that the relationship is
terminated without just cause, the Director will be indemnified with
what Law 80 of May 30, 1976, as amended, establishes, or the amount
of $225,000.000, the greater amount of the two. "Just cause" is
understood, as defined in Law 80 of May 30, 1976, as amended, or
when the determination is in abeyance of a federal or state
authority. The employee may terminate this contract by means of a
verbal and written prior 30-day notice from the last day of work
that is established in the written notice.
5. CHANGE IN THE BANK'S CONTROL
Shall be subject to the local and federal dispositions, which
regulate the termination of an employee in Puerto Rico. The Bank
will decide if it will provide a monetary compensation, in the case
of termination, as a special aid in returning to the job market.
In accordance to Law Number 80 of May 30, 1976, as amended, if the
Director does not comply with the goals and objectives, as well as
not complying with the assigned quotas, inefficiency, or any other
type of violation as they are stated in the Manual of General Norms
of Work and Conduct for the Bank, he will be admonished according to
its dispositions.
The Bank may rescind this contract without any justification
establishing an amount of $250,000.00 as compensation and thus
liberating the Bank of any type of claim or cause of action.
5. APPLICABLE LAW
This contract shall be governed by and construed under the laws of
the Commonwealth of Puerto Rico.
6. SEVERABILITY
In the event that any competent court declares any part, condition,
or disposition of this contract legally null or ineffective, such
determination will not affect the validity of the other dispositions
in this contract, which will be in full force and vigor. Also, the
parties consent to have a competent court modify , alter, amend, or
interpret any part of this contract in respect to that particular
disposition.
7. ENTIRE AGREEMENT AND ACCEPTANCE
The parties accept that this contract contains all the agreements
among them and so sign it freely and voluntarily.
Given, in San Xxxx, Puerto Rico on June 16, 2003.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxx
Human Resources Director Director
