a20191212form8kexhibit10






                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 B                                                                                                                                               o      CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT                                                                       s                                                                                                                                               t  BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL                                                                  o                                    IF PUBLICLY DISCLOSED.                                                                                     n                                                                                                                                               ,  December 2, 2019                                                                                                                              M                                                                                                                                                  A  Scott Powell                                                                                                                                  0 75 State Street                                                                                                                               2 Boston, MA 02109                                                                                                                              1                                                                                                                                               0                                                                                                                                               9   Dear Scott:                                                                                                                                                                                                                                                                          Tel:  This agreement (the “Agreement”) sets forth the understanding between you and Santander Holdings(617)757 USA,  Inc. (“SHUSA”) with respect to your separation from service, from all positions with SHUSA, Santa-5777nder    Consumer USA Holdings Inc. (“SC”), Santander Bank N.A. (“SBNA”), Banco Santander S.A. (“BSSA”) and  their respective affiliates (collectively, the “Group”), effective December 2, 2019 (the “Separation Date”).                                                       This Agreement amends, to the extent provided below, the letter agreement betweenpgreiff@santander.us  you and SHUSA   dated September 14, 2018 (the “Letter Agreement”).                     SHUSA is entering into this Agreement in reliance upon your representations to SHUSA that you will serve  as Chief Operating Officer (“COO”) of Wells Fargo & Company (“Wells Fargo”). The waivers by SHUSA  provided below apply only to the extent you have no present intention to serve in a position other than COO.  SHUSA  reserves  all  of  its  rights,  on  behalf  of  itself  and the  Group,  under  the  Letter  Agreement  and  otherwise, in the event that you and Wells Fargo specifically contemplated at the time of your execution of  this Agreement your serving in a different position within twelve months of your Separation Date.    Capitalized terms used but not defined herein shall have the definitions set forth in the Letter Agreement.     Amendment of Letter Agreement:      In consideration for the release of claims set forth herein, you and the Group hereby agree to the following  amendments to the Letter Agreement:           SHUSA waives the Notice Period set forth in the Letter Agreement, and your employment shall          terminate as of the Separation Date.           You waive any severance benefits that would be payable to you pursuant to the Letter Agreement          from the Group, including SHUSA and SC, in connection with your separation of employment on          the Separation Date.           You waive any deferred compensation and incentive compensation, whether in the form of cash or          equity awards, that is unvested as of the Separation Date (including unvested amounts deferred          under the Special Regulatory Incentive Program and any deferred bonus).                   You will not receive a bonus for performance year 2019.           SHUSA waives the non-compete restriction set forth in the Restrictive Covenants attached to the          Letter Agreement provided that you do not (i) have a present intention of working in a position other          than Wells Fargo COO in the next twelve months; and you do not (ii) become the head of Wells          Fargo’s vehicle finance business within twelve (12) months following the Separation Date.      





 






                                                                                                                                  December 2, 2019                                                                  Page 2 of 6                                                                                                                                                                                                                                                                                                                                                                B                                                                                                                                            o                                                                                                                                            s    You agree that, for a period of eight (8) months following the Separation Date, you will not hire or                                   t     engage, either directly or indirectly, or encourage or cause any other person or entity to hire or                                     o     engage, either directly or indirectly, any person listed on Schedule A attached hereto.  By way of                                     n     clarification, the restriction described in the previous  sentence shall  apply,  whether or  not such                                 ,      person is employed by or providing services to the Group in any capacity, including during any      notice period applicable to such person.                                                                                               M                                                                                                                                            A     The Non-Solicitation Agreement attached to the Letter Agreement will remain in effect except that                                      0     paragraph  2)  thereof,  relating  to Santander  employees,  shall not  apply.  Notwithstanding  the                                   2     foregoing,  nothing  in  this  paragraph  shall  limit  your  ability,  in  the  ordinary  course,  to  deal  with                     1     existing Wells Fargo clients so long as the  purpose of  your dealings is not  to,  and  you do  not,                                  0     directly or indirectly, solicit, encourage or cause them to replace the services provided by the Group                                 9       with services provided by Wells Fargo or its affiliates.                                                                                                                                                                                                                   Tel:     Nothing contained herein limits or in any way relieves you from your applicable obligations(617)757 under      previously paid and vested incentive compensation payments, grants and/or awards except-5777 to the        extent any such obligations are amended or terminated by this Agreement.                                                                                                                                                           You agree to keep any trade secrets of the Group of which you may have knowledgepgreiff@santander.us and other       confidential information concerning the Group's business, products,  technical information, sales      activities, procedures, promotion, pricing techniques, business plans, customer and dealer lists      and credit and financial data (the “Confidential Information”) confidential.  You agree that you will      not disclose any of such Confidential Information to any person or other entity for any reason or      purpose whatsoever nor shall you make use of any such Confidential Information (i) for your own      purposes; or (ii) for the benefit of any person or other entity (except the Group) under any      circumstances.  Notwithstanding the foregoing provisions, the parties to this Agreement      understand, acknowledge and agree, that the Confidential Information shall not be deemed to      include (1) information that was in your possession prior to your employment by the Group, and is      not known by you to be subject to another confidentiality agreement with or other obligation of      secrecy to the Group, (2) information that becomes generally available to and known by the      public other than as a result of disclosure by you, or (3) information that becomes generally      available to you on a non-confidential basis from a source other than the Group, provided such      source is not known by you to be bound by a confidentiality agreement with or other obligation of      secrecy to the Group. In addition, nothing contained herein shall be deemed to preclude you from      responding to requests for information or inquiries from the Office of the Comptroller of the      Currency or the Federal Deposit Insurance Corporation, or any other federal banking regulator.      Nothing in this Agreement prohibits or limits you from initiating communications directly with,      responding to any inquiry from, volunteering information to, or providing testimony before, the      Securities and Exchange Commission, the Department of Justice, FINRA, any other self-     regulatory organization or any other governmental, law enforcement, or regulatory authority, or      any reporting of, investigation into, or proceeding regarding suspected violations of law, and that      you are not required to advise or seek permission from the Group before engaging in any such      activity. In connection with any such activity, you must inform such authority that the information      being provided is confidential. Despite the foregoing, you are not permitted to reveal to any third-     party, including any governmental, law enforcement, or regulatory authority, information that you      came to learn during the course of employment with the Group that is protected from disclosure      by any applicable law or privilege, including but not limited to the attorney-client privilege, attorney      work product doctrine and/or other applicable legal privileges. The Group does not waive any      applicable privileges or the right to continue to protect its privileged attorney-client information,      attorney work product, and other privileged information. Additionally, you recognize that your      ability to disclose information may be limited or prohibited by applicable law and the Group does      not consent to disclosures that would violate applicable law. Such applicable laws include, without                                                                       





 






                                                                                                                                          December 2, 2019                                                                      Page 3 of 6                                                                                                                                                                                                                                                                                                                                                                            B                                                                                                                                                o         limitation, laws and regulations restricting disclosure of confidential supervisory information or                                     s         disclosures subject to the Bank Secrecy Act (31 U.S.C. §§ 5311-5330), including information that                                       t         would reveal the existence or contemplated filing of a suspicious activity report.  Notwithstanding                                    o         anything herein to the contrary, you shall not be held criminally or civilly liable under any Federal                                  n         or State trade secret law for the disclosure of a trade secret that is made in confidence to a          Federal, State, or local government official or to an attorney solely for the purpose of reporting or                                  ,          investigating a suspected violation of law. Nor shall you be held criminally or civilly liable under                                   M         any Federal or State trade secret law for the disclosure of a trade secret that is made in a                                           A          complaint or other document filed in a lawsuit or other proceeding, if such filing is made under                                       0         seal. If you file a lawsuit against the Group for retaliation for reporting a suspected violation of                                   2         law, you may disclose the trade secret to your attorney and use the trade secret information in the                                    1         court proceeding, if you file any document containing the trade secret under seal; and do not                                          0         disclose the trade secret, except pursuant to court order.                                                                             9                                                                                                                                                                                                      You and the Group agree that neither you, on the one hand, and the SHUSA Board and theTel:           senior executives of SHUSA and the senior executives of the Group, on the other hand, will(617)757           make any disparaging or defamatory or untrue remarks to any third party concerning the other.                                                                                             -5777   Mutual Release:                                                                                                                                                                                                                           pgreiff@santander.us  In  consideration  of  the  promises herein and  other  good  and  valuable   consideration,  the  receipt  and  sufficiency of which are hereby acknowledged, you hereby covenant and agree as follows:    You,  for yourself, your spouse,  heirs,  administrators,  children,  representatives,  executors,  successors,  assigns,  and  all  other  individuals  and  entities  claiming  through you,  if  any  (collectively,  the “Executive  Releasers”),  do hereby  release,  waive,  and  forever  discharge SHUSA,  the  Group, and  each  of their  respective  agents,  subsidiaries,  parents,  affiliates,  related  organizations,  employees,  officers,  directors,  attorneys,  successors,  and  assigns  in  their  capacities  as  such  (collectively,  the “Employer  Releasees”)  from, and do fully waive any obligations of Employer Releasees to Executive Releasers for, any and all  liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of  money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known  or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or  sustained, directly or indirectly, by Executive Releasers in consequence of, arising out of, or in any way  relating  to:   (a) your employment  with SHUSA  and  any  other  Group  entity;  (b)  the  termination  of  your  employment  with  the SHUSA  and  any  other  Group  entity;  (c)  the Letter  Agreement;  or  (d)  any  events  occurring  on or  prior  to  the date of  this Agreement.   The  foregoing  release and discharge,  waiver  and  covenant not to sue includes, but is not limited to, all waivable claims and any obligations or causes of  action arising from such claims, under common law including wrongful or retaliatory discharge, breach of  contract (including but not limited to any claims under the Letter Agreement other than claims for unpaid  severance benefits, bonus or salary earned thereunder) and any action arising in tort including libel, slander,  defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute  including the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the  Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Fair Labor  Standards Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act of 1990,  the Rehabilitation Act of 1973, or the discrimination or employment laws of any state or municipality, and/or  any  claims  under  any  express  or  implied contract  which  Executive  Releasers  may  claim  existed  with  Employer Releasees.  This also includes a release of any claims for wrongful discharge and all claims for  alleged physical or personal injury, emotional distress relating to or arising out of your employment with the  SHUSA or any other Group entity or any of its subsidiaries or affiliates or the termination of that employment;  and any claims under the WARN Act or any similar law, which requires, among other things, that advance  notice be given of certain work force reductions.                                                           





 






                                                                                                                                          December 2, 2019                                                                      Page 4 of 6                                                                                                                                                                                                                                                                                                                                                                            B                                                                                                                                                o Notwithstanding  anything  contained  in  this Agreement to  the  contrary,  nothing  contained  herein  shall                                 s constitute a release by any Executive Releaser of any of his, her or its rights or remedies available to him,                                  t her or it, at law or in equity, related to, on account of, in connection with or in any way pertaining to the                                  o enforcement of:  (i) any right to indemnification, advancement of legal fees or directors and officers liability                               n insurance coverage existing under the constituent documents of the Group or applicable state corporate,  limited liability company and partnership statutes or pursuant to any agreement, plan or arrangement; (ii)                                     ,  any rights to the receipt of employee benefits which vested on or prior to the date of this Agreement; (iii)                                   M the right to continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act; or (iv)                                     A  this release of claims and waiver (the “General Release”) or any of its terms or conditions.                                                   0                                                                                                                                                2 Excluded from this General Release are any claims that cannot be waived by applicable law, including but                                       1 not limited to the right to participate in an investigation conducted by certain government agencies.  You                                     0 do, however, waive your right to any monetary recovery should any government agency (such as the Equal                                         9   Employment Opportunity Commission) pursue any claims on your behalf.  You represent and warrant       that                                                                                            you have not filed any complaint, charge, or lawsuit against the Employer Releasees with any governmentTel:   agency or any court.  Nothing in this Agreement shall impair your rights under the whistleblower provisions  of any applicable federal law or regulation or, for the avoidance of doubt, limit your right to receive an(617)757 award  for information provided to any government authority under such law or regulation.         -5777                                                                                                                                                             You agree never to seek personal recovery from any Employer Releasee in any forum forpgreiff@santander.us any claim covered   by the above waiver and release language, except that you may bring a claim  under the ADEA to challenge  this General Release.  If you violate this General Release by suing an Employer Releasee (excluding any  claim by you under the ADEA or as otherwise set forth above), then you shall be liable to the Employer  Releasee  so  sued  for  such  Employer  Releasee’s  reasonable  attorneys’  fees  and  other  litigation  costs  incurred in defending against such a suit.  Nothing in this General Release is intended to reflect any party’s  belief that your waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties  that such claims are waived.    The  Employer  Releasees  do  hereby  release,  waive,  and  forever  discharge you, your heirs,  personal  representatives and assigns, and any and all other persons or entities that are now or may become liable  to any Employer Releasee due to your act or omission (all of whom are collectively referred to as “Executive  Releasees”), from, and do fully waive any obligations of Executive Releasees to Employer Releasees for,  any  and  all  liability,  actions,  charges,  causes  of  action,  demands,  damages,  or  claims  for  relief,  remuneration,  sums  of money,  accounts  or  expenses  (including  attorneys’  fees  and  costs)  of  any  kind  whatsoever, whether known or unknown or contingent or absolute, that the Employer Releasees, or any  person acting under any of them, may now have, or claim at any future time to have, based in whole or in  part upon any act or omission occurring from the beginning of time through the date of execution of this  Agreement except for any willful and knowing act or omission by you that: (i) constitutes a felony under the  laws of the United States or any state or political subdivision thereof; (ii) is a material violation of laws, rules  or regulations applicable to banks, investment banks, broker-dealers, investment advisors or the banking,  commodities, futures or securities industries generally; (iii) constitutes  a breach of fiduciary  duty, gross  negligence or willful misconduct; (iv) materially violates any applicable Group policy or procedure, except  to the extent amended or made inapplicable by this Agreement, and which is materially detrimental to the  business, reputation, character or standing of any Group entity; (v) involves an  act of fraud, a material act  of dishonesty or a material misrepresentation; (vi) constitutes a material conflict of interest or material self- dealing; or (vii) would make you or any Executive Releasee ineligible for, or disqualify you or any Executive  Releasee  from, indemnification,  advancement  of  legal  fees  or  directors  and  officers  liability  insurance  coverage  existing  under  the  constituent  documents  of  the Group or  applicable  state  corporate,  limited  liability company and partnership statutes or pursuant to any agreement, plan or arrangement.    Each party agrees that neither the foregoing General Release, nor the furnishing of the consideration for  this General Release, shall be deemed or construed at any time to be an admission by any party of any  improper or unlawful conduct.                                                       





 






                                                                                                                                          December 2, 2019                                                                      Page 5 of 6                                                                                                                                                                                                                                                                                                                                                                            B                                                                                                                                                o                                                                                                                                                s Representations:                                                                                                                               t                                                                                                                                                o You  represent,  by  signing  below,  that you  are  not  relying  on  any  promises  that  are  not  set  out  in  this                       n Agreement.                                                                                                                                                  ,  Each party acknowledges and recites that he or it has:                                                                                         M                                                                                                                                                A          (a) executed this Agreement and the General Release knowingly and voluntarily;                                                         0                                                                                                                                                2         (b) had a reasonable opportunity to consider the General Release;                                                                      1                                                                                                                                                0         (c) read and understands the General Release in its entirety;                                                                          9                                                                                                                                                                                                       (d) been advised and directed orally and in writing (and this subparagraph (d) constitutesTel: such              written direction) to seek legal counsel and any other advice such party wishes with respect to             the terms of the General Release before executing it; and                       (617)757                                                                                            -5777           (e) relied solely on such party’s own judgment, belief and knowledge, and such advice as such                                                                  party may have received from such party’s legal counsel.             pgreiff@santander.us                                                                        You acknowledge and agree that (a) your execution of the Agreement and the General Release contained  herein has not been forced by any employee or agent of the Group, and you have had an opportunity to  negotiate the terms of the General Release; and (b) you have been offered twenty-one (21) calendar days  after receipt of the General Release to consider its terms before executing it.  You shall have seven (7)  calendar days from the date you execute this Agreement to revoke your waiver of any ADEA claims by  providing written notice of the revocation to SHUSA.    Sincerely,     /s/T. Timothy Ryan    T. Timothy Ryan  Chairman of Santander Holdings USA, Inc.      Acknowledged and Agreed:       /s/Scott Powell__________________________________                    December 2, 2019__________  Scott Powell                                                            Date                                                                                          





 






                                                                                                                December 2, 2019                                                         Page 6 of 6                                                                                                                                                                                                                                                                                                       B                                                                                                                    o                                   Schedule A                                                                       s                                                                                                                    t [REDACTED****]                                                                                                     o                                                                                                                    n                                                                                                                    ,                                                                                                                     M                                                                                                                    A                                                                                                                     0                                                                                                                    2                                                                                                                    1                                                                                                                    0                                                                                                                    9                                                                                                                                                                                                                                                      Tel:                                                                           (617)757                                                                          -5777                                                                                                                                                                                                         pgreiff@santander.us