EXHIBIT 10.4
EMPLOYMENT TERMS AND CONDITIONS FOR THE POSITION OF
DIRECTOR OF THE IRREGULAR ASSETS DIVISION
The present agreement for the position of the Irregular Assets Division
Director is effective on July 1, 2003. This Agreement is entered into by and
between Banco Santander Puerto Rico (hereafter, the "Bank"or "Santander") and
Mr. Bartolome Velez (hereafter the "Director")
1. TERMS AND CONDITIONS
The Director will dedicate all his efforts and the necessary time
needed to meet the objectives established by the Bank and will
perform the duties indicated by his immediate supervisor. These
duties may change from time to time, when the supervisor so states
and according to the operational and business needs of the Bank. The
objectives and goals of the position to be held will be established
by the immediate supervisor during the initial weeks of employment.
The Director must comply with these goals and objectives or
therefore be subject to the progressive discipline in relation to
the efficiency and/or performance of his tasks.
The Director agrees to fully comply with the norms, procedures, and
policies of the Bank.
The Bank relied on the truthfulness of the information and the data
provided by the Director on the job application and other job entry
forms and he may be fired at any time if upon verification it
becomes apparent that information provided in the forms has been
omitted and/or submitted incomplete and/or is false.
The Bank reserves the right to modify functions, conditions, and
terms of employment as hereby stated, to conform to any needs that
may arise in the institution. Such changes will be notified in
writing to the Director, so that he may comply with the new
requirements.
2. COMPENSATION AND BENEFITS
Effective by the date of this agreement, the Bank will compensate
the Director with a gross yearly salary of $250,000.00 and other
conditions stated in the job offering (Attachment). The amount of
$50,000.00 will be paid as a hiring bonus. The Director will return
100% of the hiring bonus if the work relationship is voluntarily
terminated during the first year of service. In the case that the
work relationship is voluntarily terminated during the second year
of service, the Director will return 50% of this bonus. The
Christmas Bonus will be awarded by complying with applicable law and
if the Board of Directors approves it annually. The Director will be
also participating in the Deferred Compensation Program, as so
established for his position, as long as he complies with the
objectives and the goal established and is an active employee at the
time of the award. For the year 2003, a minimum productivity bonus
of $50,000.00 is guaranteed.
In addition to the salaries and compensations previously stated, the
Director will be provided with the following benefits: Medical Plan
(the contribution will be in accordance to the benefits coverage
chosen), life insurance, retirement plan, 401-K plan , and all those
applicable to regular bank employees, subject to its individual
policies.
The previously mentioned payments in the Compensation, Salaries and
Benefits items are subject to the legal deductions applicable under
local and federal statutes.
3. TRADE SECRETS
During the course of business the Director will have access to
confidential documents, lists of clients information, potential
clients, marketing strategies, and other policies and materials
which constitute for the Bank information related to and for the
business, which for all intended purposes constitute confidential
information. This confidential information is property of the Bank.
The Director cannot disclose directly or indirectly such
information, with the exception if a business requires should arise
and in which case the immediate supervisor's authorization is
necessary.
Upon resignation or on work termination, we require from you the
complete protection of the confidential and privileged business
information, and to abstain from its disclosure for your own
benefit,
your new employer, or third parties. This information includes,
without any limitation, trade secrets, proprietary information of
the Bank, of its affiliates and subsidiaries, confidential matters,
operational methodology, list of clients or potential clients,
business relationships, banking products, strategies, tactics,
business plans, data bases, development of computer programming,
financial information, financial statements, account balances,
profit margins, stock ownership, financial studies, market studies,
marketing strategies, and other of similar nature.
If the Director breaches any of the previously mentioned
dispositions, of not revealing or not utilizing confidential
information, the Bank will have the right to request an "injunction"
(permanent or preliminary) in order for the Director to cease and
desist of this practice, and to abstain from incurring in this type
of previously mentioned conduct. The remedies available to the Bank
in this situation range from breach of contract, as well as to
indemnify damages, among others.
4. TERMINATION
Shall be subject to the local and federal dispositions, which
regulate the termination of an employee in Puerto Rico. The Bank
will decide if it will provide a monetary compensation, in the case
of termination, as a special aid in returning to the job market.
In accordance to Law Number 80 of May 30, 1976, as amended, if the
Director does not comply with the goals and objectives , as well as
not meeting with the assigned quotas , inefficiency or any other
type of violation as so stated in the Manual of General Norms of
Work and Conduct for the Bank will be admonished according to its
dispositions.
The Bank may rescind this contract without any justification
establishing an amount of $250,000.00 as compensation and thus
liberating the Bank of any type of claim or cause of action. The
Director may terminate this contract by means of a verbal and
written prior 30-day notice.
5. APPLICABLE LAW
This contract shall be governed by and construed under the laws of
the Commonwealth of Puerto Rico.
6. SEVERABILITY
In the event that any competent court declares any part, condition,
or disposition of this contract legally null or ineffective, such
determination will not affect the validity of the other dispositions
in this contract, which will be in full force and vigor. Also, the
parties consent to have a competent court modify , alter, amend, or
interpret any part of this contract in respect to that particular
disposition.
7. ENTIRE AGREEMENT AND ACCEPTANCE
The parties accept that this contract contains all the agreements
among them and so sign it freely and voluntarily.
Given, in San Juan, Puerto Rico on June 16, 2003.
________________________ _____________________
Human Resources Director Director
By: /s/ Ivonna Pacheco By:/s/Bartolome Velez