AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.3
AMENDMENT TO
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIS AMENDMENT (this “Amendment”) is entered into between Doral Financial
Corporation, a Puerto Rico corporation (the “Company”), and Xxxxxx X. Xxxxxxx (the
“Executive”) under the following circumstances.
WHEREAS, the Company and the Executive entered into an Employment Agreement on March 16, 2009
(the “Employment Agreement”); and
WHEREAS, the Company would like the Executive to participate in a retention program
conditioned upon the Executive entering into this Amendment and the Executive would like to enter
into this Agreement and thereby participate in the retention program;
NOW THEREFORE, the Executive agrees with the Company, in consideration for good and valuable
consideration (including, without limitation, the grant to the Executive on the date hereof of
restricted stock and a cash retention bonus), the receipt and sufficiency of which are hereby
acknowledged and accepted, to amend the Employment Agreement as follows, effective as of the date
this Amendment is executed as written below:
1. The payment of the amounts and provision of the benefits set forth in Section 5(a)(ii) of
the Employment Agreement is amended to read as follows:
(i) | ... | ||
(ii) | an amount equal to two (2) times his compensation (salary and bonus) during the preceding year (the “Severance Payment”), |
2. The definition of “Change in Control” contained in Exhibit A of the Employment
Agreement is amended to read in its entirety as follows:
“Change in Control” will be deemed to have taken place if:
(i) any “person” (as such term is used in Section 3(a)(9) and Section 13(d) of the Exchange
Act) other than the Company or any employee benefit plan of the Company or any of it
subsidiaries, (x) becomes the “beneficial owner” (as such term is used in Rule 13d-3
promulgated under the Exchange Act) of Company securities having more than 50% of the
combined voting power of the then outstanding securities of the Company that may be cast for
the election of directors of the Company (other than as a result of the issuance of
securities initiated by the Company in the ordinary course of business) (“Voting
Securities”) or (y) becomes the “beneficial owner” of the Company of 25% or more of the
Voting Securities of the Company and such person has the power to appoint or elect a
majority of the member of the Board; or
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(ii) persons who, as of the effective date of this Agreement, constitute the Board (the
“Incumbent Directors”) cease for any reason, including without limitation, as a result of a
tender offer, proxy contest, merger or similar transaction, to constitute at least a
majority thereof, provided that any person becoming a director of the Company subsequent to
the effective date of this Agreement shall be considered an Incumbent Director if such
person’s election or nomination for election was approved by a vote of at least 50% of the
Incumbent Directors; but provided further, that any such person whose initial
assumption of office is in connection with an actual or threatened election contest relating
to the election of members of the Board or other actual or threatened solicitation of
proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of
the Exchange Act) other than the Board, including by reason of agreement intended to avoid
or settle any such actual or threatened contest or solicitation, shall not be considered an
Incumbent Director; or
(iii) as the result of, or in connection with, any cash tender or exchange offer, merger or
other business combination, or any combination of the foregoing transactions, the holders of
all the Company’s securities entitled to vote generally in the election of directors of the
Company immediately prior to such transaction constitute, following such transaction, less
than a majority of the combined voting power of the then-outstanding securities of the
surviving entity (or in the event each entity survives, the ultimate parent entity resulting
from such transaction) (the “Surviving Entity”) entitled to vote generally in the election
to elect directors of the Surviving Entity after such transaction.
3. Except as is provided in this Amendment, the Employment Agreement shall remain unchanged
and continue in full force and effect.
4. This Amendment shall be governed by and construed in accordance with its express terms, and
otherwise in accordance with the laws of the Commonwealth of Puerto Rico, without reference to
principles of conflict of laws.
[Signature Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as
of this 25th
day of June, 2010.
DORAL FINANCIAL CORPORATION | ||||||
By: Name: |
/s/ Xxxx X. Xxxxxxx
|
|||||
Title: | Chief Executive Officer | |||||
XXXXXX XXXXXXX | ||||||
By: | /s/ Xxxxxx Xxxxxxx
|
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