SERVICES AGREEMENT
Exhibit 10.7
This SERVICES AGREEMENT (this “Agreement”) is entered into and is effective as of February 15,
2006, by and between, on the one hand, XXXXXXXX XXXXX & CALABRIA (the “Contractor”), a Puerto Rico
law firm, and, on the other hand, FIRST BANCORP (“FirstBank”), a corporation organized under the
laws of the Commonwealth of Puerto Rico (the “Commonwealth”).
Recitals
WHEREAS, the Contractor is engaged in the practice of providing general legal counseling,
primarily in corporate, business, transactional, regulatory and banking matters; and
WHEREAS, in furtherance of and in addition to that certain Employment Agreement dated as of
the date hereof by and between Xxxxxxxx Xxxxx (“LO”), Partner of the Contractor, and FirstBank,
FirstBank desires to enter into this Agreement in order to receive from the Contractor the services
listed above, together with the LO’s duties and responsibilities as General Counsel and Executive
Vice President of FirstBank (collectively, the “Services”).
NOW THEREFORE, the parties hereto, each intending to be legally bound hereby, agree as
follows:
Section 1. Engagement; Recitals. FirstBank hereby hires the Contractor to provide the
Services, and the Contractor hereby accepts such hiring, subject to the terms and conditions set
forth in this Agreement. All recitals, schedules and exhibits to this Agreement form an integral
part hereof for all purposes.
Section 2. Compensation. As consideration for the performance of the Services,
FirstBank agrees to pay to the Contractor, $60,000 per month payable on or before the
15th day of each month, except for the month of February 2006, wherein compensation
shall be limited to $30,000.
Section 3. Term. This Agreement shall have a duration of four years, commencing on
the fifteenth (15th) day of February 2006 and ending on the fourteenth (14th)
day of February 2010, unless earlier terminated as provided in Section 4 hereof. FirstBank may
grant extensions or renewals of this Agreement at its sole discretion.
Section 4. Termination. This Agreement may be cancelled by either party, with or
without cause, by giving 60 days notice in writing to the other party. As of the effective date of
cancellation, the parties hereto shall be released from any further obligations hereunder except
for those obligations incurred prior to the cancellation date that survive the termination hereof.
Section 5. Acknowledgements. The parties acknowledge and agree that: (a) the
Contractor does not have and will not allow to exist any conflict of interest with the Company at
any time; (b) any compensation received by LO under the Employment Agreement, this Agreement, or
otherwise is the personal compensation of LO, and no part thereof shall be
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allocated, imputed or payed to the Contractor at any time; and (c) the Contractor may continue
to represent certain identified business competitors of FirstBank so long as no direct conflict
arises by reason thereof.
Section 6. Indemnification. FirstBank shall and does hereby indemnify and agrees to
defend and hold harmless the Contractor, its partners, employees, agents and representatives, from
and against any and all claims, suits, actions, demands, judgments, liabilities, settlement
payments, fines, costs (including reasonable outside attorney’s and other professional fees) and
expenses in connection with losses and/or damages suffered or alleged to have been suffered by the
Contractor or third parties arising as a result of or in connection with the Services or any
activity or undertaking permitted by or performed on behalf of the Contractor. FirstBank’s
obligations shall survive the expiration or earlier termination of this Agreement with respect to
any act, omission or occurrence of the Contractor which took place prior to such expiration or
earlier termination.
Section 7. Modifications to Agreement. Any modification of this Agreement or
additional obligation assumed by either party in connection with this Agreement shall be binding
only if evidenced in writing and signed by an authorized representative of each party.
Section 8. Notices. All notices required to be given under this Agreement shall be
made to the address set forth in the signature page hereof.
Section 9. Amendments, Etc. No amendment, modification, termination, or waiver of any
provision of this Agreement nor any consent to departure by the Contractor therefrom, shall in any
event be effective unless the same shall be in writing and signed by FirstBank and the Contractor,
and then such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
Section 10. No Waiver; Remedies. No failure on the part of the parties in exercising
any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, or remedy preclude any other or further exercise thereof
or the exercise of any other right, power, or remedy hereunder. The rights and remedies of the
parties herein provided are cumulative and are not exclusive of any other rights, powers, or
remedies now or hereafter existing at law or in equity.
Section 11. Severability. Any provision of this Agreement which is prohibited,
unenforceable, or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition, unenforceability, or non-authorization, without invalidating the
remaining provisions hereof or affecting the validity, enforceability, or legality of such
provision in any other jurisdiction.
Section 12. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth.
Section 13. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each of which
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counterparts, when so executed and delivered, shall be deemed to be an original, and all of
which counterparts, when taken together, shall constitute but one and the same document.
Section 14. Binding Effect. This Agreement shall become effective when it shall have
been duly executed by the parties, and thereafter shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, FirstBank and the Contractor have executed this Agreement as of this
15th day of February 2006.
| XXXXXXXX XXXXX & CALABRIA | FIRST BANCORP | |||||||||
By:
|
/s/ Xxxxxxxx Xxxxx | By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
| Name: | ||||||||||
| Partner | Title: | |||||||||
| Notices: | Notices: | |||||||||||||
| Contact Person: | Contact Person: | |||||||||||||
| Address: | Address: | |||||||||||||
| Telephone: | Telephone: | |||||||||||||
Fax:
|
Fax: | |||||||||||||
| E-Mail: | E-Mail: | |||||||||||||
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