Exhibit 10.10


AWARD NO.: XXX 


OFG BANCORP


 


FIRST
AMENDMENT TO EMPLOYMENT
AGREEMENT


BETWEEN


OFG
BANCORP


AND


JOSÉ
RAFAEL FERNÁNDEZ


 


This
First Amendment to Employment Agreement (the “Amendment”) is made and entered
into on the 19th day of December, 2018 (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 Chairman
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, 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 Company shall set for the President and CEO an annual target bonus of
seventy-five percent (75%) 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 2018
due and payable on or before March 31, 2019.


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 eighty percent (80%) 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.  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.


 


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.


 





 






 












 





 


               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