EXHIBIT 10.22
EMPLOYMENT TERMINATION AGREEMENT
(Unofficial English Translation)
For the first part, appears Xx. Xxxxxxx X. Xxxxxxx, as President of the
Board of Directors, President and Chief Executive Officer of Popular, Inc.
(hereinafter, "Xx. Xxxxxxx") and for the second part, Xx. Xxxxxx Xxxxxx
Xxxxxxxx, President of the Board and President of GM Group, Inc., (hereinafter,
"Xx. Xxxxxx") and his spouse Xxx. Xxxxxxxx Xxxxxxx-Xxxxxxx xx Xxxxxx.
The appearing parties recognize that through this agreement the employment
of Xx. Xxxxxx with Popular, Inc. (hereinafter "Popular") and with GM Group
(hereinafter "GM") or its successor will be deemed terminated, effective today
March 23, 2004 ("Termination Date").
The appearing parties further recognize and agree that as part of this
termination agreement, Popular Inc. commits to pay immediately the global sum of
$1,200,000, (the "Global Sum"). The Global Sum shall be subject to the
deductions required by law.
The parties recognize and accept that they are entering into this
agreement freely and voluntarily, without being subject to any coercion or
intimidation, and that it is the complete agreement between them and no
representation has been made other than those herein expressed.
Xx. Xxxxxx recognizes that the provisions of the contract subscribed
between him and Xx. Xxxxxxx on June 3rd, 2002 ("Initial Contract") will be left
without effect immediately, except as specifically detailed hereinafter.
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In consideration for the payment of the Global Sum and his irrevocable
termination or employment, Xx. Xxxxxx, his spouse, and the conjugal partnership
comprised by them agree:
That Xx. Xxxxxx, his spouse, and the conjugal partnership, their family
members, heirs, executors, assignees, attorneys in fact, dependents, friends or
related parties, do not have, and if they had, hereby renounce, to any sort of
claim and remedies, under any federal, state or Puerto Rico law, including those
related with or which could be alleged have arisen from the employment
relationship with Popular or GM or the termination of same, and they grant the
most complete release for any claim or cause of action they may have or could
have or could have had, known or unknown, be it in law or equity, in contract or
in damages, against Popular or GM, its parent corporation, subsidiaries, sister
companies, affiliates, predecessors or successors (hereinafter "the
Corporations), and their respective directors, officers, employees, agents,
representatives, insurers, bondsmen or guarantors (hereinafter
"Representatives") and all the Benefit Plans offered by the Corporations to
their employees, as well as the Trustees, Administrators, and members of the
Benefit Committee of said Plans. The claims or causes of action and remedies, to
which Xx. Xxxxxx, his spouse, and their conjugal partnership, renounce and grant
release include but are not limited to: breach of contract or quasi-contact
(cuasi-contrato) or promise or representation; violation of public policy;
damages; invasion of privacy; libel or slander; violation of any regulation,
norm, practice or policy of Popular or GM; unjustified dismissal (Law 80 of May
30th, 1976); or dismissal or discriminatory treatment prohibited by the
Constitution of Puerto Rico or the United States, or by any Federal or Puerto
Rico law, including race, color, age, national origin, gender, disability,
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condition as a Vietnam Veteran, marital status and others including, but not
limited to, the Age Discrimination in Employment Act of 1970, the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, Law 100
of June 30, 1959, the American with Disabilities Act, the Rehabilitation Act of
1973, the Law For Discrimination Against Persons with Physical or Mental
Disabilities (21 L.P.R.A. 501, et. Seq.), Older Workers Act, Vietnam Era
Veterans Readjustment Assistance Act of 1974; Law 69 of July 6, 1985
(Discrimination for Gender); Law 17 of May 22, 1988 (Sexual Harassment); Law 116
of December 20, 1992; Law 139 of June 26, 1968 (SINOT); Law 45 of April 18, 1935
(State Insurance Fund); the Employee Retirement Income Security Act of 1974
(ERISA); the Workers Adjustment Retraining and Notification Act (WARN); the
Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA); Federal
Bankruptcy Law; Law 115 of December 20, 1991; the Insurance and Civil Codes of
Puerto Rico; the Family and Medical Leave Act of 1993; as amended and any other
cause of action or remedies under any law which would give Xx. Xxxxxx, his
spouse, or the conjugal partnership, any remedy, including, but not limited to,
damages, punitive damages, liquid or compensatory damages, attorneys' fees,
interest, court costs or reemployment. They also renounce to claims and remedies
under any other federal or Puerto Rico law or regulation which regulate
employment, employment conditions or termination of employment, or intellectual
property rights; or under any other law which could impose civil responsibility.
The aforementioned waivers and releases of responsibility include any
damage which occurs after the execution of this document as a result of the
continuing effect of any act or omission occurred before its execution.
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Xx. Xxxxxx and his spouse in consideration for the payment of the Global
Sum commit to not making any derogatory public manifestation or which may have
negative repercussions over Popular, GM or any of its officers, directors, or
employees.
Xx. Xxxxxx will immediately return to GM or Popular, any property
belonging to GM or Popular and that Xx. Xxxxxx is using to render his services
or which is in his possession, custody or control.
Xx. Xxxxxx recognizes the that due to the essentially confidential nature
of the functions and duties he performed under the Initial Contract, he has
obtained knowledge of facts, matters, plans, strategies and methodology and
other secret and confidential information of GM or Popular, as well as financial
information of said entities and GM or Popular clients. Due to this, Xx. Xxxxxx
commits to maintain absolute confidentiality and discretion, to not divulge and
to not use this information for any purpose.
In consideration and for cause of having granted the Initial Contract and
the payment of the Global Sum, Xx. Xxxxxx expressly agrees that during one (1)
year after the termination date, he will not render any services in the areas of
payment systems or Electronic Banking, to any competitor of GM or Popular,
affiliates, sister companies, subsidiaries or successors (the "Companies"), be
it as an employee, owner or consultant or in any other capacity, personally or
through a society, company or corporation. This non-competition agreement will
be limited to the geographic area of the island of Puerto Rico.
Xx. Xxxxxx recognizes that GM and Popular have a legitimate interest in
this non-competition clause, that the breadth of the prohibition is reasonable
in terms of object,
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duration and location, and that the term of one year is reasonable, and that the
value received in exchange is reasonable.
In addition, Xx. Xxxxxx agrees that, due to the fact that damages for
breach of the agreements set forth in this Article are difficult to determine,
he hereby consents that a competent court issue any remedy in equity through a
restriction order, injunction, or similar remedy, in order to put these
provisions into effect.
Any work, study, document, idea, design, organizational or operational
scheme, or other recommendation or advice which may have been offered by Xx.
Xxxxxx to GM or Popular constitutes and is exclusive property of GM or Popular,
be it or not adopted or implemented, free of author rights. By this mean, Xx.
Xxxxxx transfers and assigns to GM or Popular any authorship rights with respect
to said works, studies, documents, ideas, designs, schemes, recommendations or
advice.
This Contract will be ruled by the laws of the Commonwealth of Puerto
Rico, except when these laws have been preempted by a federal law, regulation or
order which is applicable to GM or Popular, in which case said federal law,
regulation or order will apply.
This contract contains the entire agreement between the parties and leaves
without effect any other proposal, negotiation, representation, conversations or
discussions between the parties prior to its execution.
Both parties have had the opportunity to consult their respective advisors
before the execution of this Contract and express that the same is drawn up to
their conformity and that it has been executed freely and voluntarily.
This contract may be signed by the parties separately in counterparts and
by fax.
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LET IT BE KNOWN, the parties execute this Contract, in duplicate original,
today March __, 2004.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxx Xxxxxxxx
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XXXXXXX X. XXXXXXX XXXXXX XXXXXX XXXXXXXX
By: /s/ Xxxxxxxx Xxxxxxx Ventura
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XXXXXXXX XXXXXXX-XXXXXXX
XX XXXXXX
