EX-10.12 12 ofg10k12312020ex1012.htm EXHIBIT 10.12
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Exhibit 10.12
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
OFG BANCORP
AND
JOSÉ RAFAEL FERNÁNDEZ
This Second Amendment to Employment
Agreement (the “Amendment”) is made
and entered into
on the 26th
day of February,
2020 (the “Effective
Date”), by
and between
OFG BANCORP
, a financial
holding company that
has its principal
office in
San Juan,
Puerto Rico
(the “Company”),
and
JOSÉ RAFAEL
FERNÁNDEZ
(the “President and CEO” or “Mr. Fernández”).
WITNESSETH:
WHEREAS
, Mr.
Fernández has
been an
executive officer
of the
Company since
June 1991, is presently
the Company’s President,
Chief Executive Officer,
and
Vice Chairperson of
the Board of
Directors, and the
retention of his
services
for and
on behalf
of the
Company is
of material
importance to
the preservation
and enhancement of the value of the Company's business;
WHEREAS
, the
Company and
the President
and CEO
have entered
into an
Employment Agreement
dated February
28, 2018
(the “Employment
Agreement”),
which is now in
effect, and wish to
enter into this Amendment
and intend that
this Amendment shall
become effective on
the Effective Date,
subject to the
final approval
of this
Amendment by the
Board of
Directors of
the Company,
and amend the Employment Agreement;
NOW THEREFORE
, in
consideration of
the mutual
covenants herein
set forth,
the Company and the President and CEO do hereby agree as
follows:
1.
Section 3.2
of the
Employment Agreement
is hereby
amended in
its entirety
to read as follows:
3.2 Bonus.
The Compensation Committee shall set for the
President and
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CEO an
annual target
bonus based
on a
percentage of
his annual
base salary
as may
be earned by
him under
the Company’s non
-equity incentive bonus
plan (the “Incentive Bonus”).
The bonus shall be
due and payable on or
before March 31 of
each contract year of
this Agreement commencing with
the bonus
corresponding to
calendar year
2019 due
and payable
on or before
March 31, 2020.
2.
Section 5.2(b)
of the
Employment Agreement
is hereby
amended in
its
entirety to read as follows:
The Compensation Committee shall
consider in each contract
year of this
Agreement granting
the President
and CEO
additional incentive
compensation under
the Company’s
equity-based compensation
plan, as
approved by the Compensation
Committee, up to an
annual amount equal to
a percentage, to
be determined by
the Compensation Committee
from time to
time, of his
annual base salary.
The incentive compensation
grants to the
President and CEO
shall be made
on or before
March 31 of
each contract
year of this
Agreement commencing with
the year 2017.
As long as
he is in
compliance with the
requirements of the
Company’s Stock
Ownership Policy,
with respect to
any incentive compensation
award granted to
him by
the
Compensation Committee, the
President and CEO
shall have
the option
of
electing to receive the award in deferred cash equivalents.
3.
The Employment Agreement, as amended
by this Amendment, constitutes the
entire agreement and understanding
between the parties
hereto with respect
to
the subject
matter thereof
and hereof
and, as
of the
Effective Date,
supersedes
all prior agreements
and understandings,
whether written
or oral, relating
to
such subject
matter.
This Amendment
to the
Employment Agreement shall
be
effective as of
the Effective Date subject
to the approval
and ratification
of this
Amendment by
the Board
of Directors
of the Company.
For the
avoidance
of doubt,
nothing in
the Employment
Agreement or
this Amendment
limits, expands
or otherwise
amends the
terms of
the Change
in Control
Compensation Agreement.
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4.
This Amendment
may be
executed in
one or
more counterparts,
each of
which
shall be deemed an original and all of which taken together shall constitute
one and the same agreement.
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IN WITNESS
WHEREOF
, the
parties have duly
executed and delivered
this
Agreement in San Juan, Puerto Rico, as of the date
first above written.
PRESIDENT AND CEO
/s/José Rafael Fernández
José Rafael Fernández
OFG BANCORP
By: Compensation
Committee of the
Board of Directors
By:
/s/Jorge Colón Gerena
Jorge Colón Gerena
Chairman – Compensation Committee