ofg10k12312020ex1012






 

 

1 
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 






 

2 
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.
 
 






 

3 
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.
 
 
 
 






 

 

 

4 
 
 
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