EX-10.19 Employment contact - Juan Moreno Blanco






Exhibit 10.19




October 27, 2008




Mr. Juan Moreno

Santander BanCorp

Puerto Rico




Dear Mr. Moreno:



We hereby confirm the terms and conditions with regards to your employment as President and Chief
Executive Officer of Santander BanCorp and Chief Executive Officer of Banco Santander Puerto Rico
(hereafter “the Group”):





	 	1.	 	In your position, you shall be responsible for and will supervise all of the
operations of the Group in Puerto Rico.
	 
	 	2.	 	The conditions set forth herein shall be in full force and effect for three years
commencing on October 22, 2008 and ending on October 21, 2011.
	 
	 	3.	 	During the period whereby these conditions are in full force and effect, the Group may
terminate your employment if there is just cause, without any compensation whatsoever. The
Group may also terminate your employment without just cause, In this latter case, you shall
receive as severance the amount required under Puerto Rico law.
	 
	 	4.	 	Your gross annual salary for the first year of employment shall be $775,000.00. Your
gross annual salary shall be subject to review for increase in the sole discretion of the
Compensation Committee of the Board of Directors of the Group (the “Compensation
Committee”) for subsequent contract years. Your salary shall be distributed in installments
as established by the Group.
	 
	 	5.	 	You will participate in the incentive compensation program of the Group for
expatriated officers. Under this program, you will be eligible to participate in the
Group’s performance bonus incentive plan.
	 
	 	6.	 	You are entitled to receive certain perquisites that includes housing, vehicle, moving
expenses, life and health care insurance school tuition for children (not including the
university tuition), utilities, vacations, gross-ups and other related expenses as
determined by the Compensation Committee.
	 
	 	7.	 	You acknowledge that the functions and duties that you will perform under this
agreement are of a confidential nature, and as so you will be privy of facts, matters,
plans and strategies, as well as confidential financial information of the Group and its
clients. Therefore, you agree to maintain in absolute confidentiality and abstain to
disclose this information during and after the term of this agreement.
	 
	 	8.	 	Should any dispute arise with regards to the interpretation, validity,
compliance, or early termination of this agreement that shall not be solved by the
parties, you hereby agree to




 









 






	 	 	 	submit to compulsory arbitration in the City of San Juan, Puerto Rico, in accordance to the
American Arbitration Association rules. The party that requests the arbitration must notify
the other party of its election to arbitrate no later than ten (10) days after making such
election. The Group shall pay the arbitration costs, including the arbiter fees. Each party
shall be responsible for its own attorney’s fees as well as the preparation and presentation of
evidence.
	 
	 	9.	 	This agreement contains the entire agreement between the parties concerning the subject
matter hereof and supersedes all prior agreements, understandings, discussions, negotiations
and undertakings, whether written or oral, between the parties with respect thereto; provided,
however, that this agreement shall not affect any other agreements between you and Banco
Santander, S.A, or its affiliates other than the Group, which remain in full force and effect
on the date hereof related to benefits payable to you for prior years of service
	 
	 	10.	 	This agreement shall be governed by and construed in accordance with its express terms, and
otherwise in accordance with the laws of the Commonwealth of Puerto Rico, without reference to
principles of conflict of laws. This agreement may not be amended or modified otherwise than
by a written agreement executed by the parties hereto or their respective successors and legal
representatives. In the event of any conflict or inconsistency between the provisions of
this agreement and any other plan, program, policy or agreement of the Group in Puerto Rico,
the provisions of this agreement shall control.




Please confirm that the foregoing sets forth the terms of your employment agreement with the Group
by signing in the space provided below.




	 	 	 	 	 
	Sincerely, 

 	 	 
	/s/ María Calero
 	 	 
	María Calero 	 	 
	Executive Vice President 	 	 
	 	 	 
	/s/
Rafael S.  Bonilla
 	 	 
	Rafael S.  Bonilla 	 	 
	Senior Vice President 	 	 
	 
	Approved and Accepted by:

 	 	 
	/s/ Juan Moreno Blanco
 	 	 
	Juan Moreno Blanco