AMENDMENT NO. 1 TO SERVICES AGREEMENT
Exhibit 10.8
AMENDMENT NO. 1 TO SERVICES AGREEMENT
This AMENDMENT NO. 1 TO SERVICES AGREEMENT (this “Amendment”), is entered into and is
effective as of February 24, 2006, by and between, on the one hand, FIRST BANCORP (“FirstBank”), a
corporation organized under the laws of the Commonwealth of Puerto Rico (the “Commonwealth”), and,
on the other hand, XXXXXXXX XXXXX & CALABRIA (the “Contractor”), a Puerto Rico law firm.
Recitals
WHEREAS, FirstBank and the Contractor entered into a certain Services Agreement dated as of
February 15, 2006 (the “Services Agreement”), pursuant to which FirstBank retained the professional
legal services of the Contractor, subject to the terms and conditions set forth therein; and
WHEREAS, for purposes of clarity of understanding, the parties hereto wish to amend the terms
of the Services Agreement in the manner set forth below.
NOW THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, each intending to be legally bound hereby, agree as follows:
1. Recitals; Definitions. The recitals to this Amendment shall be deemed to form an
integral part hereof for all purposes. All capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Services Agreement.
2. Particular Amendments to the Services Agreement. The Services Agreement is amended
as follows:
(a) The second ‘WHEREAS’ contained in the recitals to the Services Agreement is,
effective as of the date hereof and subject to the provisions set forth hereunder, hereby
amended to read in its entirety as follows:
“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 compensate the Contractor for the
services to be provided by LO, as General Counsel and Executive Vice President of FirstBank (the
“Services”).”
(b) Section 2 of the Services Agreement is hereby amended to read in its entirety as
follows:
“Section 2. Compensation. As consideration for the performance by LO 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. Nothing contained herein to the contrary, the aforesaid compensation
shall
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not include any monies due and owing to the Contractor for services provided by the
Contractor to FirstBank.”
3. Effectiveness. Except as expressly amended herein, the Services Agreement shall
continue to be and shall remain in full force and effect in accordance with its terms; and, in such
connection, it is hereby acknowledged and agreed to by the parties hereto that this Amendment is
not intended to cause an extinctive novation of the terms and conditions of, and the obligations of
the respective parties under, the Services Agreement.
4. Waiver. The execution, delivery, and effectiveness of this Amendment shall not
operate as a waiver of any right, power, or remedy of the parties to the Services Agreement nor
constitute a waiver of any provision of the Services Agreement.
5. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the Commonwealth.
6. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and the same document.
Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be as
effective as delivery of a manually executed counterpart of this Amendment.
7. Severability. Any provision of this Amendment 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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered, or caused this Amendment
to be duly executed and delivered by their respective officers thereunto as of the date first above
written.
| FIRST BANCORP | ||||
By: |
/s/ Xxxx X. Xxxxxxxxx | |||
Name:
|
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Title: |
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| XXXXXXXX XXXXX & CALABRIA | ||||
By: |
/s/ Xxxxxxxx Xxxxx | |||
| Partner | ||||
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