EX-10.24






Exhibit 10.24




PAYMENT AGREEMENT

IN THE EVENT OF A CHANGE OF CONTROL



This PAYMENT AGREEMENT IN THE EVENT OF A CHANGE OF CONTROL (the “Agreement”) is dated January 28,
2009, between Westernbank Puerto Rico (the “Bank”) and Mr. Lidio Soriano (the “Employee”).




     WHEREAS, the Employee is currently serving as the Senior Vice President and Senior Financial
Officer of the Bank; and



     WHEREAS, the Board believes that it is in the best interests of the Bank to encourage the
Employee’s continued employment with dedication to the Bank in the face of potentially distracting
circumstances arising from the remote possibility of a change in control of the Bank, although no
such change is now thought of or contemplated; and



     WHEREAS, the parties desire to enter into this Agreement setting forth the terms and
conditions for the payment of special compensation to the Employee in the event of a termination of
the Employee’s employment in connection with or as a result of a change in control;



     NOW THEREFORE, it is AGREED as follows:




	1.	 	Term. The initial term of this Agreement shall be for a two (2) year period
commencing on the date hereof. This Agreement shall be automatically renewed for one (1)
additional year on the first and each subsequent anniversary date of this Agreement, unless
the Bank gives contrary written notice to the Employee sixty (60) days prior to such renewal
date. References herein to the term of this Agreement shall include the initial term and any
additional years for which this Agreement is renewed.





2. Termination of Employment in Connection with a Change in Control.





	 	(a)	 	If during the term of this Agreement there is a change in control of the Bank, the
Employee shall be entitled to receive as a special compensation a lump sum cash payment as
provided for herein, in connection with or within one (1) year after a “Change in Control”
(as defined below) in the event the Employee’s employment is terminated voluntarily by the
Employee or involuntarily by the Bank without cause in connection with or within one (1)
year after a change in control has occurred. The amount of this payment shall be equal to
three (3) times the annual base compensation, year-end Christmas bonus, and special
bonuses, if any, paid to the Employee by the Bank during the calendar year preceding the
year in which the Change in Control occurs. Payment under this Section 2(a) shall be in
lieu of any amount that may be otherwise owed to the employee as damages for the loss of
employment, in the event that such loss occurs. Payment under this




 









 






	 	 	 	Section 2(a) shall not be reduced by any compensation which the Employee may receive from
other employment with another employer after termination of the Employee’s employment
with the Bank, if such termination occurs. No payment hereunder shall affect the
Employee’s entitlement to any vested benefits or other compensation payments.
	 
	 	(b)	 	For purposes of this Agreement, a “Change in Control” shall be deemed to have
occurred if:






	 	(i)	 	Twenty-five (25) percent or more of ownership, control, power
to vote, or beneficial ownership of any class of voting securities of the Bank
is acquired by any person, either directly or indirectly or acting through one
or more other persons;
	 
	 	(ii)	 	any person (other than any person named as a proxy in
connection with any solicitation on behalf of the Board) holds revocable or
irrevocable proxies, as to the election or removal of three (3) or more
Directors of the Bank, for twenty-five (25) percent or more of the total
number of voting shares of the Bank;
	 
	 	(iii)	 	any person has received all applicable regulatory approvals
to acquire control of the Bank;
	 
	 	(iv)	 	any person has commenced a cash tender or exchange offer, or
entered into an agreement or received an option, to acquire beneficial
ownership of twenty-five (25) percent or more of the total number of
voting shares of the Bank, whether or not any requisite regulatory approval for such
acquisition has been received, provided that a Change in Control will not be
deemed to have occurred under this clause (iv) unless the Board has made a
determination that such action constitutes or will constitute a Change in
control; or
	 
	 	(v)	 	as the result of, or in connection with, any cash tender or
Exchange offer, merger, or other business combination, sale of assets or
contested election, or any combination of the foregoing transaction, (A) the
persons who were directors of the Bank before such transaction shall cease to
constitute at least a majority of the Board or its successor, or (B) the
persons who were stockholders of the Bank immediately before such transaction
do not own more than fifty (50) percent of the outstanding voting stock of the
Bank or its successor immediately after such transaction.
	 
	 	 	 	For purposes of this Section, a “person” includes an individual, corporation,
partnership, trust, association, joint venture, pool, syndicate,
unincorporated organization, joint-stock company or similar organization or
entity or group acting in concert. A person for these purposes shall be
deemed to be a “beneficial




 









 






	 	 	 	owner” as that term is used in Rule 13d-3 under the Securities Exchange Act of
1934.






	3.	 	No Assignments. This Agreement is personal to each of the parties hereto. No party
may assign or delegate any rights or obligations hereunder without first obtaining the written
consent of the other party hereto. However, in the event of the death of the Employee, all
rights to receive payments hereunder shall become rights of the Employee’s estate claimable
within a twelve (12) month period following the date of death of the Employee.






	4.	 	Amendments or Additions: Action by Board of Directors. No amendments or additions
to this Agreement shall be binding unless in writing and signed by both parties hereto. The
prior approval by a majority affirmative vote of the full Board shall be required in order for
the Bank to authorize any amendments or additions to this Agreement.






	5.	 	Section Headings. The section headings used in this Agreement are included solely
for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement.






	6.	 	Compensation. The special compensation to be received as agreed to herein shall not
exceed in any event $1.5 million.






	7.	 	Governing Law. This Agreement shall be governed by the laws of the United States to
the extent applicable because of the Bank’s status as a federally insured financial
institution, and otherwise by the laws of the Commonwealth of Puerto Rico.





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	WESTERNBANK Puerto Rico	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	/s/ Juan C. Frontera
	 	 	 	By:
	 	/s/ Frank C. Stipes	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Secretary)

Juan C. Frontera
	 	 	 	 	 	(President)

Frank C. Stipes	 	 






	 	 	 	 	 
	 	Employee:

 	 
	 	/s/ Lidio Soriano
 	 
	 	Lidio Soriano