EXHIBIT 10.5
BANCO SANTANDER PUERTO RICO
EMPLOYMENT TERMS AND CONDITIONS FOR THE POSITION OF
ADJUNCT DIRECTOR OF THE CORPORATE BANKING DIVISION
The present agreement for the position of the Corporate Banking Division
Adjunct Director is effective today March 10, 2003. This Agreement is entered
into by and between Banco Santander Puerto Rico (hereafter, the "Bank" or
"Santander") and Mrs. Lillian Diaz Bento (hereafter the "Director")
1. TERMS AND CONDITIONS
The Director will dedicate all her efforts and the necessary time
needed to meet the objectives established by the Bank and will
perform the duties indicated on the job description (Attachment A).
These duties may change from time to time, when the supervisor or
whomever she reports to so states, and according to the operational
and business needs of the Bank. The immediate supervisor will
establish the objectives and goals of the position to be held during
the first week of employment. The Director must fully comply with
these goals and objectives or on the contrary she will be subject to
the progressive discipline related to the efficiency and performance
of her 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 she 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. These changes will be notified in
writing to the Director, so she 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 $140,000.00 and a hiring
bonus of $25,000.00 will be granted. The Director will return 100%
of the hiring bonus if the work relationship is voluntarily
terminated during the first year of service. A Christmas bonus in
the amount of 90% of the monthly salary is guaranteed for the year
2003, in the following years this bonus will be determined by the
Board of Directors. Will also be a participant of Objectives
Directions Program as established for the position, as long as she
complies with the objectives and the goal established in it and is
an active employee at the time of the award. Besides the previously
mentioned salaries and compensations, the Director will be eligible
from the first day to the following benefits: Medical Plan (The
employer's contribution will be according to the coverage selected),
life insurance, retirement plan, 401-K plan, and others applicable
to all regular Bank employees , subject to their 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 requirement should
arise in which case the immediate Supervisor's authorization is
necessary.
Upon resignation or upon work termination, we require from you
complete protection of the confidential and privileged business
information, and to abstain from its disclosure either 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 a 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. NON-COMPETITION AGREEMENT
The Director agrees that during the term of this Contract and/or
employment with the Bank, and for the consecutive 12-month period
following the expiration of this contract, she may not become
employed nor render any service in any form whatsoever, directly or
indirectly, for some entity or individual that may compete with the
Bank in Puerto Rico. The Director acknowledges that due to her
position and the nature of the business of the Bank, has accepted
this clause and the contents of the former paragraph, in
consideration that she has been employed by the Bank and the
salaries and benefits hereby stipulated.
5. TERMINATION
Will be subject to the local and state dispositions that regulate
the termination of an employee in Puerto Rico. Upon termination as
an aid in returning into the job market, the Bank will decide to
provide an economic compensation as a special aid. In compliance
with Law 80 of May 30, 1876, as amended, the Director that does not
meet with the goals and objectives, quotas, is inefficient or is in
any kind of violation that are included in the Manual of General
Norms and Work Conduct of the Bank will be subject to the discipline
in it described.
The Bank may rescind this contract without just cause hereby
establishing the amount of $140,000.00 as compensatory indemnity
thereby releasing the Bank of any type of claim or cause of action.
In which case, the Bank will choose the attorneys that will
represent it and legal fees and expenses thereby incurred will be
paid by the Director.
6. APPLICABLE LAW
This contract shall be governed by and construed under the laws of
the Commonwealth of Puerto Rico.
7. 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.
8. 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 March 7, 2003
By: /s/ Roberto J. Garcia By: /s/ Lillian Diaz Bento
Human Resources Director Adjunct Corporate Banking Director