**Exhibit 10.1****EMPLOYMENT AGREEMENT**          AGREEMENT between DORAL FINANCIAL CORPORATION, a corporation organized under the laws of theCommonwealth of Puerto Rico (together with its successors and assigns, the “Company”), and **LESBIABLANCO**(the “Executive”) dated as of August 14, 2006.          WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in thebest interests of the Company to employ the Executive on the terms set forth herein;          WHEREAS, the Executive has agreed to be employed by the Company on the terms set forth herein;          WHEREAS, the Executive and the Company wish to set forth the terms and conditions of theExecutive’s employment in this Agreement;          NOW THEREFORE, in consideration of the mutual promises and covenants made herein and themutual benefits to be derived from this Agreement, the parties hereto agree as follows:     1. **Employment Period**. Subject to the terms of this Agreement, the Company herebyagrees to employ the Executive, and the Executive hereby agrees to serve the Company and itsaffiliates, for the period commencing on the Commencement Date (as defined herein) and ending onthe second anniversary of the Commencement Date; provided that the Executive’s employment by theCompany will automatically be extended by twelve (12) additional months on the second anniversaryof the Commencement Date and each annual anniversary thereafter unless either party provideswritten notice to the other party no less than one hundred and eighty (180) days prior to the dateof any such scheduled extension of its or his intention not to extend the term of the Executive’semployment (the original employment term plus any extension thereof being referred to herein as the“Employment Period”). For purposes hereof, the Commencement Date means the date the Executivecommences employment with the Company which in all events shall be no later than September 18,2006.Notwithstanding the foregoing, the Employment Period shall end on the date on which theExecutive’s employment is terminated by either party in accordance with the provisions of thisAgreement.     2. **Position and Duties**.          (a) During the Employment Period, the Executive shall serve as Executive Vice President –Chief Talent & Administration Officer at Doral Financial Corporation, and shall have such dutiesand responsibilities as are commensurate with such positions. During the Employment Period, theExecutive shall report directly to the Chief Executive Officer of the Company or the Board. The“Talent & Administration Divisions” includes, without limitation, the following business segmentsof the Company: Human Resources; General Services; Property and Facilities; and Corporate Security.
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          (b) The Executive’s principal work location, subject to travel on Company business, shall bethe Company’s headquarters in Puerto Rico. Beginning no later than August 14, 2006, and at alltimes thereafter during the Employment Period, the primary place of residence of the Executive andhis family shall be Puerto Rico.          (c) During the Employment Period, and excluding any periods of vacation and sick leave towhich the Executive is entitled, the Executive agrees to devote his full business attention andtime to the business and affairs of the Company, and to use his best efforts to perform faithfullyand efficiently such responsibilities. During the Employment Period, the Executive shall beentitled to engage in charitable and educational activities and to manage his personal and familyinvestments, to the extent such activities are not competitive with the business of the Company orits affiliates and do not interfere in any way, in the reasonable judgment of the Board (or acommittee thereof), with the performance of his duties for the Company and are otherwise consistentwith the Company’s governance policies.     3. **Compensation**.          (a) Annual Base Salary. During the Employment Period, the Executive shall receive anannual base salary (“Annual Base Salary”) at a rate of $300,000.00, payable in accordance with theCompany’s normal payroll policies. The Executive’s Annual Base Salary shall be prorated for 2006and for any other partial year of employment during the Employment Period based upon the portion ofthe year that the Executive is employed by the Company. The Executive’s Annual Base Salary shallbe subject to review for increase in the sole discretion of the Board (or a committee thereof).Annual Base Salary, however, shall not be subject to reduction without the Executive’s priorwritten consent.          (b) Annual Bonus. With respect to each fiscal year completed during the EmploymentPeriod, the Executive shall have a target annual bonus opportunity equal to 60% of his Annual BaseSalary (“Target Bonus”); provided that the maximum bonus payable for any fiscal year shall notexceed 200% of Target Bonus. The Board shall establish, in its sole discretion, the performanceand payment conditions applicable to such annual bonuses. Notwithstanding the foregoing, (i) forremainder of 2006: Executive’s bonus shall be $180,000 payable on normal cycle following close ofthe fiscal year (12/31/06), but no later than March 31, 2007; and (ii) for 2007 and beyond: Atarget bonus of 60% of base salary with a range of 0 – 200% of target with a minimum of $180,000.00guaranteed for 2007.          (c) Stock Options. Effective as of the Commencement Date, the Company shall grant theExecutive 50,000 options at market (the “Stock Option Award”) upon joining. The Stock Option Awardwill vest at the rate of 25% (12,500 shares) per year, but may vest sooner as provided in Sections5 and 6 below. Subsequent grants will be awarded at the discretion of the Board .
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          (d) Additional Compensation:          (i) Car Allowance: The Company will provide the Executive with a monthly carallowance under the Company’s policy of $630.00 per month to be used to lease orpurchase an automobile for use in the affairs and business of the Company and tocover related gasoline and insurance expenses related to the use of such automobile.          (ii) The Executive will receive a one time signing bonus of $100,000.00 in alump sum payment upon his hiring date.          (e) Long-Term Incentive Plans. During the Employment Period, the Executive shall beeligible to participate in the ongoing equity and other long-term awards and programs of theCompany as determined in the sole discretion of the Board or a committee thereof.          (f) Other Benefits and Perquisites. During the Employment Period, the Executive shallbe entitled to participate in the Company’s employee benefit plans, programs and arrangements(including, without limitation, life, medical and dental insurance, 401(k), and disabilityinsurance, vacation and sick leave programs) and perquisite programs and arrangements, if any, ineach case, on the same basis as generally provided to other similarly-situated executives of theCompany. In all events, during the Employment Period, the Executive shall be entitled to four (4)weeks of paid vacation per calendar year (pro-rated for any partial year of employment).          (g) Certain Expenses.          (i) The Company shall reimburse the Executive for all appropriatebusiness expenses in accordance with the terms of the Company’s policies andprocedures in effect from time to time.          (ii) The Company shall reimburse the Executive for the followingrelocation expenses: (1) cost of moving household goods and one auto fromher current residence in New Jersey to Puerto Rico, (2) cost of two (2)round trips from Puerto Rico to New Jersey for the Executive and her husbandto manage the house sale in New Jersey up to a year from hiring date, (3)commissions, fees and closing costs on sale of her New Jersey home.          (iii) The Company shall reimburse the Executive for the Income Taxpreparation costs of her 2006 Federal, State, and PR tax returns.
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     4. **Termination of Employment**.          (a) Death or Disability. The Executive’s employment shall terminate automaticallyupon the Executive’s death during the Employment Period. In the event of the Executive’sDisability (as defined in Exhibit A attached hereto), the Company may provide the Executive withwritten notice in accordance with Section 12(c) of this Agreement of its intention to terminate theExecutive’s employment due to Disability. In such event, the Executive’s employment with theCompany shall terminate effective on the date the Company sends such notice to the Executive (the“Disability Commencement Date”); provided that the Executive’s employment hereunder shallimmediately terminate on the first date the Executive incurs a Disability as defined in clause (i)of the definition of Disability set forth on Exhibit A.          (b) With or Without Cause. The Executive is an employee at will and the Company mayterminate the Executive’s employment either with or without Cause (as defined in Exhibit A attachedhereto). For purposes of this Agreement, a termination “without Cause” shall mean a termination bythe Company of the Executive’s employment other than due to Cause, death or Disability.          (c) With or Without Good Reason. The Executive’s employment may be terminated by theExecutive voluntarily with or without Good Reason (as defined in Exhibit A attached hereto).          (d) Notice of Termination. Any termination of the Executive’s employment by theCompany or the Executive (other than death) shall be communicated by Notice of Termination to theother party hereto given in accordance with Section 12(c) of this Agreement. For purposes of thisAgreement, a “Notice of Termination” means a written notice which (i) indicates the specifictermination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth inreasonable detail the facts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated and (iii) if necessary, specifies the Dateof Termination consistent with this Agreement (which date shall be not more than thirty (30) daysafter the giving of such notice). The failure by the Executive or the Company to set forth in theNotice of Termination any fact or circumstance which contributes to a showing of Good Reason orCause shall not waive any right of the Executive or the Company, respectively, hereunder orpreclude the Executive or the Company, respectively, from asserting such fact or circumstance inenforcing the Executive’s or the Company’s rights hereunder.          (e) Date of Termination. “Date of Termination” means (i) if the Executive’semployment is terminated by the Company for Cause, the date of receipt of the Notice of Terminationor any later date specified therein within thirty (30) days of such notice, as the case may be;provided that if the event giving rise to a termination for Cause is pursuant to clauses (i), (iv),(v) or (vi) of the definition of Cause, the date on which there is delivered to the Executivewritten notice of the requisite Board vote as set forth in the definition of “Cause” in Exhibit A,(ii) if the Executive’s employment is terminated by the Company without Cause, the date of
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receipt of the Notice of Termination or any later date specified therein within thirty (30)days of such notice, as the case may be, (iii) if the Executive’s employment is terminated by theExecutive for Good Reason, 30 days after the Company receives the Notice of Termination unless theCompany has cured the alleged grounds for such termination within 30 days after such receipt or ifthe Executive’s employment is terminated by the Executive without Good Reason, 30 days after theCompany receives the Notice of Termination, provided however, in either case the Company mayaccelerate the Date of Termination to an earlier date by providing the Executive notice of suchaction, and (iv) if the Executive’s employment is terminated by reason of death or Disability, thedate of the Executive’s death or the Disability Commencement Date, as the case may be.          (f) Resignation. Upon termination of the Executive’s employment for any reason, theExecutive agrees to resign, effective as of the Date of Termination, from any positions that theExecutive holds with the Company and its affiliates, the Board (and any committees thereof) and theboard of directors (and any committees thereof) of any of the Company’s affiliates. The Executivehereby agrees to execute any and all documentation of such resignations upon request by theCompany, but he shall be treated for all purposes as having so resigned upon termination of hisemployment, regardless of when or whether he executes any such documentation, or Executive isterminated due to his death or Disability, .     5. **Obligations of the Company upon Termination of Employment**.          (a) Good Reason; Without Cause. If, during the Employment Period, the Companyterminates the Executive’s employment without Cause, or the Executive terminates his employment forGood Reason, or if the Company fails to renew or extend this Agreement upon expiration of theEmployment Period, the Company shall have no further obligations to the Executive under thisAgreement or otherwise other than to pay or provide to the Executive the following amounts andbenefits (provided the Executive has executed, delivered to the Company and not revoked a generalrelease of claims against the Company in a form satisfactory to the Company (the “Release”) andsubject to Section 8(h) hereof):          (i) An amount equal to Executive’s unpaid Annual Base Salary forservices through the Date of Termination;          (ii) an amount equal to two (2) times his compensation (salary andbonus) during the preceding year (the “Severance Payment”), and if suchtermination occurs in the first year of employment, the Severance Paymentshall be $960,000.00 dollars;          (iii) full vesting as of the Date of Termination of Executive’s StockOption Awards (as defined in Section 3(c) hereof) and any other equityawards granted to Executive, with continued exercisability of theoutstanding options for twelve (12) months following
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the Date of Termination (but in no event beyond the original term ofthe options);          (iv) continued participation until the second anniversary of the Dateof Termination in all Company medical and dental plans in which theExecutive and his eligible dependents were participating immediately priorto the Date of Termination (subject to offset as set forth in Section 8hereof);          (v) as long as the Executive uses such services prior to the firstanniversary of the Date of Termination, up to $25,000 in outplacementservices; and          (vi) payment of other amounts, entitlements or benefits, if any, inaccordance with applicable plans, programs, arrangements or other agreementsof the Company.          (b) Death or Disability. If the Executive’s employment is terminated by reason of theExecutive’s death or Disability during the Employment Period, the Company shall have no furtherobligations to the Executive or his legal representatives, as applicable, under this Agreement orotherwise other than for the payment of the amounts and provision of the benefits set forth below:          (i) payment of Annual Base Salary through the end of the month in whichthe Executive’s Date of Termination occurs;          (ii) payment of the Severance Payment provided in subsection (a)(ii)above;          (iii) full vesting as of the Date of Termination of the Stock OptionAward (as defined in Section 3(c) hereof), and any other equity awardsgranted to Executive, with continued exercisability of the outstandingoptions for twelve (12) months following the Date of Termination (but in noevent beyond the end of the original term of the options);          (iv) except in the case of Executive’s death, continued participationuntil the second anniversary of the Date of Termination in all Companymedical and dental plans in which the Executive and his eligible dependentswere participating immediately prior to the Date of Termination (subject tooffset as set forth in Section 8 hereof); and          (v) payment of other amounts, entitlements or benefits, if any, inaccordance with applicable plans, programs, arrangements or other agreementsof the Company.
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          (c) Cause or Voluntary Resignation Without Good Reason. If the Executive’s employmentshall be terminated by the Company for Cause or by the Executive for any reason other than GoodReason at any time during the Employment Period, the Company shall have no further obligations tothe Executive under this Agreement or otherwise other than for the payment of the amounts andprovision of the benefits set forth below:          (i) an amount equal to the Executive’s unpaid Annual Base Salary forservices through the Date of Termination;          (ii) for a voluntary resignation (without Good Reason), continuedexercisability for 90 days following the Date of Termination for the portionof the Stock Option Award or any other equity awards, if any, that wasvested and outstanding as of the Date of Termination (but in no event beyondthe expiration of the original term of the award);          (iii) for a termination for Cause, forfeiture and cancellation of theStock Option Award and any other equity awards (whether vested or unvested)as of the Date of Termination;          (iv) forfeiture and cancellation of the unvested portion of the StockOption Award and any other equity awards as of the Date of Termination; and          (v) payment of other amounts, entitlements or benefits, if any, inaccordance with applicable plans, programs, arrangements or other agreementsof the Company.     6. **Change in Control Protections**.          (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto), theStock Option Award (as defined in Section 3(c) hereof) and all other equity awards shallimmediately vest and become exercisable.          (b) In the event, during the Employment Period, the Company terminates the Executive’semployment without Cause or the Executive terminates his employment for Good Reason, in both casesupon or within two (2) years immediately following a Change in Control, the Company shall have nofurther obligations to the Executive under the terms of this Agreement or otherwise other than topay or provide to the Executive the following amounts and benefits (provided the Executive hasexecuted, delivered to the Company and not revoked a general release of claims against the Companyin a form satisfactory to the Company (the “Release) and subject to Section 8(h) hereof):          (i) payment of Annual Base Salary through the end of the month in whichthe Executive’s Date of Termination occurs;
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          (ii) payment of the Severance Payment provided in Section (5)(a)(ii)above;          (iii) full vesting as of the Date of Termination of the Stock OptionAward (as defined in Section 3(c) hereof), and any other equity awardsgranted to Executive, with continued exercisability of the outstandingoptions for twelve (12) months following the Date of Termination (but in noevent beyond the end of the original term of the options);          (iv) continued participation until the second anniversary of the Dateof Termination in all Company medical and dental plans in which theExecutive and his eligible dependents were participating immediately priorto the Date of Termination (subject to offset as set forth in Section 7hereof); and          (v) as long as the Executive uses such services prior to the firstanniversary of the Date of Termination, up to $25,000 in outplacementservices; and          (vi) payments of other amounts, entitlements or benefits, if any, inaccordance with applicable plans, programs, arrangements or other agreementsof the Company.     7. **No Duplication; No Mitigation**. In no event shall the Executive be entitled toduplicate payments or benefits under different provisions of this Agreement or pursuant to theterms of any other plan, program or arrangement of the Company or its affiliates. In the event ofany termination of the Executive’s employment, the Executive shall be under no obligation to seekother employment, and, there shall be no offset against amounts due the Executive under thisAgreement on account of any remuneration attributable to any subsequent employment except withrespect to the continuation of benefits under Sections 5(a)(iii) and Section 6(b)(iv), which shallterminate immediately upon obtaining comparable coverage from another employer.     8. **Restrictive Covenants**.          (a) Confidentiality. During the Employment Period and thereafter, other than in theordinary course of performing his duties for the Company, the Executive agrees that he shall notdisclose to anyone or make use of any trade secret or proprietary or confidential information ofthe Company or any affiliate of the Company, including such trade secret or proprietary orconfidential information of any customer or other entity to which the Company owes an obligationnot to disclose such information, which he acquires during the course of his employment, including,but not limited to, records kept in the ordinary course of business, except when required to do soby a court of law, by any governmental agency having supervisory authority over the business of theCompany or by any administrative or legislative body (including a committee thereof) with apparentor actual jurisdiction to order him to divulge,
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disclose or make accessible such information. In the event the Executive is requested todisclose information as contemplated in the preceding sentence, the Executive agrees, unlessotherwise prohibited by law, to use his best efforts to give the Company’s General Counsel promptwritten notice of any request for disclosure in advance of the Executive making such disclosure inorder to permit the Company a reasonable opportunity to challenge such disclosure. The foregoingshall not apply to information that (i) was known to the public prior to its disclosure by theExecutive, or (ii) becomes known to the public through no wrongful disclosure by or act of theExecutive or any representative of the Executive.          (b) Property Rights. Whether during the Employment Period or thereafter, theExecutive agrees to hereby sell, assign and transfer to the Company all of his right, title andinterest in and to all inventions, discoveries, improvements and copyrightable subject matter (the“Rights”) which during the period of his employment are made or conceived by him, alone or withothers, and which are within or arise out of any general field of the Company’s business or ariseout of any work he performs, or information he receives regarding the business of the Company,while employed by the Company. The Executive shall fully disclose to the Company as promptly asavailable all information known or possessed by him concerning any Rights, and upon request by theCompany and without any further remuneration in any form to him by the Company, but at the expenseof the Company, execute all applications for patents and for copyright registration, assignmentsthereof and other instruments and do all things which the Company may deem necessary to vest andmaintain in it the entire right, title and interest in and to all such Rights. The Executiveagrees that at the time of the termination of employment, whether at the instance of the Executiveor the Company, and regardless of the reasons therefor, he will promptly deliver to the Company’sGeneral Counsel, and not keep or deliver to anyone else, any and all of the following which is inhis possession or control: (i) Company property (including, without limitation, credit cards,computers, communication devices, home office equipment and other Company tangible property) and(ii) notes, files, memoranda, papers and, in general, any and all physical matter and computerfiles containing confidential or proprietary information of the Company or any of its affiliates,including any and all documents relating to the conduct of the business of the Company or any ofits affiliates and any and all documents containing confidential or proprietary information of thecustomers of the Company or any of its affiliates, except for (x) any documents for which theCompany’s General Counsel has given written consent to removal at the time of termination of theExecutive’s employment and (y) any information necessary for the Executive to retain for his taxpurposes.          (c) Non-Competition. The Executive acknowledges that in his capacity in managementthe Executive has had or will have a great deal of exposure and access of the Company’s tradesecrets and confidential and proprietary information. Therefore, during the Executive’s employmentand for twelve (12) months following termination of such employment (whether during the EmploymentPeriod or thereafter) (the “Restricted Period”**)**(i) the Executive shall protect the Company’s tradesecrets and other confidential and proprietary information, and (ii) the Executive agrees that heshall not, other than in the ordinary course of performing his duties hereunder or as agreed by theCompany in writing, engage in a “Competitive Business,” directly or indirectly, as an individual,partner, shareholder, director, officer, principal, agent,
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employee, trustee, consultant, or in any relationship or capacity. The Executive shall not bedeemed to be in violation of this Section 9(c) by reason of the fact that he owns or acquires,solely as an investment, two percent (2%) or less of the outstanding equity securities (measured byvalue) of any publicly traded company. “Competitive Business” shall mean (x) the Executive’sparticipation in any unsolicited offer to purchase the stock or assets of the Company or itsaffiliates or (y) any financial institution with a substantial presence in the mortgage originationbusiness in Puerto Rico. Notwithstanding the foregoing, if the Company provides the Executive withnotice that it is not renewing the Employment Period in accordance with Section 1 hereof, theprovisions of this Section 9(c) shall no longer be effective upon the expiration of the EmploymentPeriod.          (d) Non-Interference. The Executive acknowledges that information regarding theCompany’s business and financial relations with its vendors and customers is ConfidentialInformation and proprietary to the Company and that any interference with such relations baseddirectly or indirectly on the use of such information would cause irreparable damage to theCompany. The Executive acknowledges that by virtue of his employment with the Company, he hasgained or may gain knowledge of such information concerning the Company’s vendors and customers(respectively “Vendor Information” or “Customer Information”), and that he would inevitably have todraw on this Vendor Information and Customer Information and on other Confidential Information ifhe were to solicit or service the Company’s vendors or customers on behalf of a competing businessenterprise. Accordingly, and subject to the immediately following sentence, the Executive agreesthat, other than in the ordinary course of performing his duties for the Company, during theRestricted Period, the Executive will not, on behalf of himself or any other person or entity,directly or indirectly seek to encourage or induce any vendor or customer of the Company to ceasedoing business with, or lessen its business with, the Company, or otherwise interfere with ordamage (or attempt to interfere with or damage) any of the Company’s relationships with its vendorsand customers. No action by another person or entity shall be deemed to be a breach of thisprovision unless the Executive directly or indirectly assisted, encouraged or otherwise counseledsuch person or entity to engage in such activity.          (e) No Hire; Non-Solicitation. The Executive agrees that, during the RestrictedPeriod (other than in the ordinary course of performing his duties for the Company), he will not,without the prior written consent of the Company, directly or indirectly, (i) hire any employee ofthe Company or any of its affiliates who is then an employee of the Company or such affiliate orwas an employee during the prior six (6) month period, or (ii) solicit or encourage any suchemployee to leave the employ of the Company or such affiliate, as the case may be. No action byanother person or entity shall be deemed to be a breach of this provision unless the Executivedirectly or indirectly assisted, encouraged or otherwise counseled such person or entity to engagein such activity.          (f) Public Comment. Following the Employment Period, the Executive shall not at anytime (i) make any public derogatory comment concerning the Company or its affiliates or anyone whomthe Executive knows to be a current or former director, officer, stockholder or employee of theCompany or (ii) without the prior written consent of the Company, which
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consent shall not be unreasonably withheld, publish or produce any information or write anybook, article, screenplay, teleplay or similar type of publication relating to the Company or itsaffiliates or anyone whom the Executive knows to be a current or former director, officer,stockholder or employee; provided that no such consent shall be necessary for an academic workrelating to Executive’s employment with the Company. Following the Employment Period, the Companyshall not at any time make any public derogatory comment concerning the Executive. Notwithstandingthe foregoing, nothing in this Section 8(f) shall prohibit any person from (x) responding publiclyto incorrect, disparaging or derogatory public statements about the Company or the Executiverelating to his employment with the Company, (y) providing truthful testimony in any judicial oradministrative matter, or (z) making truthful statements required by law, by any regulatoryauthority or organization, or in connection with any public filing required by the Securities andExchange Commission or any other regulatory authority.          (g) Blue Penciling. If any restrictions on competitive or other activities containedin this Section 8 shall for any reason be held by a court of competent jurisdiction to beexcessively broad as to duration, geographical scope, activity or subject, such restrictions shallbe construed so as thereafter to be limited or reduced to be enforceable to the extent compatiblewith the applicable law; it being understood that by the execution of this Agreement, (i) theparties hereto regard such restrictions as reasonable and compatible with their respective rightsand (ii) the Executive acknowledges and agrees that the restrictions will not prevent him fromobtaining gainful employment subsequent to the termination of his employment.          (h) Remedies; Injunctive Relief.          (i) The Executive acknowledges and agrees that the covenants andobligations of the Executive set forth in this Section 8 relate to special,unique and extraordinary services rendered by the Executive to the Companyand that a violation of any of the terms of such covenants and obligationswill cause the Company irreparable injury for which adequate remedies arenot available at law. Therefore, the Executive agrees that the Companyshall be entitled to seek an injunction, restraining order or othertemporary or permanent equitable relief (without the requirement to postbond) restraining the Executive from committing any violation of thecovenants and obligations contained herein. These injunctive remedies arecumulative and are in addition to any other rights and remedies the Companymay have at law or in equity. The existence of any claim or cause of actionby the Executive against the Company shall not constitute a defense to theenforcement by the Company of the foregoing restrictive covenants, but suchclaim or cause of action shall be determined separately.          (ii) If at any time the Executive materially breaches any of thecovenants in Section 8, and fails to cure such breach within ten (10) daysafter receipt of written notice from the Company, then (x) the
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Company shall have the right to cease to pay or provide to theExecutive any payment, benefit or entitlement due (or accrued) under thisAgreement and (y) the Executive shall be required to repay to the Companythe net after-tax amount (such after-tax amount to be determined aftertaking into account tax deductions, tax credits, and the like attributableto the repayment) of any severance paid to the Executive under thisAgreement. Such repayment to be made within 15 days after written noticefrom the Company to the Executive requesting such repayment.          (iii) If at any time following the Restricted Period but prior to thesecond anniversary of the termination of the Executive’s employment, theExecutive takes any action or engages in any conduct that would haveconstituted a material breach of Section 8(d) or 8(e) if it had occurredduring the Restricted Period, then clauses (x) and (y) of Section 8(h)(ii) — as limited by Section 8(h)(ii) — shall apply as if such material breachhad occurred during the Restricted Period.          (i) Survival. The provisions of this Section 8 shall remain in full force and effectuntil the expiration of the periods specified herein notwithstanding the earlier termination of theExecutive’s employment hereunder or the expiration of the Employment Period. For purposes of thisSection 8, “Company” shall mean the Company and any affiliate of the Company or any successorthereto.     9. **Mandatory Arbitration**. Except to the extent necessary to enforce the provisions ofSection 8 hereof in accordance with Section 8(g) or 8(h), the Executive (on behalf of himself andhis beneficiaries) and the Company agree that any controversy or claim arising out of, or relatingto this Agreement, or the breach thereof, or the Executive’s employment with the Company or anyaffiliate, or any termination of such employment, shall be settled by confidential arbitration inPuerto Rico in accordance with the Commercial Arbitration Rules of the American ArbitrationAssociation. Any award entered shall be final, binding and nonreviewable except on such limitedgrounds for review of arbitration awards as may be permitted by applicable law. Judgment upon theaward rendered by the arbitrator(s) may be entered into any court having jurisdiction thereof.     10. **Successors**.          (a) This Agreement is personal to the Executive and without the prior written consent of theCompany shall not be assignable by the Executive. This Agreement shall inure to the benefit of andbe enforceable by the Executive’s legal representatives, heirs or legatees.          (b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns. No rights or obligations of the Company under this Agreement may beassigned or transferred by the Company without the Executive’s prior written consent except thatsuch rights or obligations may be assigned or transferred pursuant to a merger or consolidation inwhich the Company is not the continuing entity, or a sale, liquidation
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or other disposition of all or substantially all of the assets of the Company, provided thatthe assignee or transferee is the successor to all or substantially all of the assets of theCompany and assumes the liabilities, obligations and duties of the Company under this Agreement,either contractually or as a matter of law.     11. **Miscellaneous**.          (a) The Executive represents and warrants that he has the free and unfettered right to enterinto this Agreement and to perform his obligations under it and that he knows of no agreementbetween him and any other person, firm or organization, or any law or regulation, that would beviolated by the performance of his obligations under this Agreement. The Executive agrees that hewill not use or disclose any confidential or proprietary information of any prior employer in thecourse of performing his duties for the Company or any of its affiliates.          (b) 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 toprinciples of conflict of laws. The captions of this Agreement are not part of the provisionshereof and shall have no force or effect. This Agreement may not be amended or modified otherwisethan by a written agreement executed by the parties hereto or their respective successors and legalrepresentatives. In the event of any conflict or inconsistency between the provisions of thisAgreement and any other Company plan, program, policy or agreement, the provisions of thisAgreement shall control.          (c) All notices and other communications hereunder shall be in writing and shall be given (i)when delivered personally (provided that a written acknowledgement of receipt is obtained), (ii)three (3) days after being sent by certified or registered mail, postage prepaid, return receiptrequested or (iii) two (2) days after being sent by overnight courier (provided that a writtenacknowledgement of receipt is obtained by the overnight courier), with any such notice dulyaddressed to the party concerned at the address indicated below:   If to the Executive: At the most recent address on file at the Company   If to the Company: At the address of its principal executive offices