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Agreement#: AG-328517
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Executive Vice President - Chief Communications Officer Employment Agreement - Olga Mayoral-wilson

Effective Date: September 18, 2006
Parties:

Doral Financial

Sectors: Financial Services
Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT between DORAL FINANCIAL CORPORATION, a corporation organized under the laws of the Commonwealth of Puerto Rico (together with its successors and assigns, the " Company" ), and OLGA MAYORAL-WILSON (the " Executive" ) dated as of September 18, 2006. WHEREAS, the Board of Directors of the Company (the " Board" ) has determined that it is in the best 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 the Executive' s employment in this Agreement; NOW THEREFORE, in consideration of the mutual promises and covenants made herein and the mutual 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 hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company and its affiliates, for the period commencing on the Commencement Date (as defined herein) and ending on the second anniversary of the Commencement Date; provided that the Executive' s employment by the Company will automatically be extended by twelve (12) additional months on the second anniversary of the Commencement Date and each annual anniversary thereafter unless either party provides written notice to the other party no less than one hundred and eighty (180) days prior to the date of any such scheduled extension of its or his intention not to extend the term of the Executive' s employment (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 Executive commences 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 the Executive' s employment is terminated by either party in accordance with the provisions of this Agreement. 2. Position and Duties . (a) During the Employment Period, the Executive shall serve as Executive Vice President - Chief Communications Officer at Doral Financial Corporation, and shall have such duties and responsibilities as are commensurate with such positions. During the Employment Period, the Executive shall report directly to the Chief Executive Officer of the Company or the Board. The " Communications Division" includes, without limitation, the following business segments of the Company: Corporate Affairs; External/Internal Communications; Investors Relations; .Marketing Media.

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(b) The Executive' s principal work location, subject to travel on Company business, shall be the Company' s headquarters in Puerto Rico. Beginning no later than September 18,, 2006, and at all times thereafter during the Employment Period, the primary place of residence of the Executive and his family shall be Puerto Rico. (c) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his full business attention and time to the business and affairs of the Company, and to use his best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, the Executive shall be entitled to engage in charitable and educational activities and to manage his personal and family investments, to the extent such activities are not competitive with the business of the Company or its affiliates and do not interfere in any way, in the reasonable judgment of the Board (or a committee thereof), with the performance of his duties for the Company and are otherwise consistent with the Company' s governance policies. 3. Compensation . (a) Annual Base Salary . During the Employment Period, the Executive shall receive an annual base salary (" Annual Base Salary" ) at a rate of $300,000.00, payable in accordance with the Company' s normal payroll policies. The Executive' s Annual Base Salary shall be prorated for 2006 and for any other partial year of employment during the Employment Period based upon the portion of the year that the Executive is employed by the Company. The Executive' s Annual Base Salary shall be 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 prior written consent. (b) Annual Bonus . With respect to each fiscal year completed during the Employment Period, the Executive shall have a target annual bonus opportunity equal to 60% of his Annual Base Salary (" Target Bonus" ); provided that the maximum bonus payable for any fiscal year shall not exceed 200% of Target Bonus. The Board shall establish, in its sole discretion, the performance and payment conditions applicable to such annual bonuses. Notwithstanding the foregoing, (i) for remainder of 2006: Executive' s bonus shall be $180,000 payable on normal cycle following close of the fiscal year (12/31/06), but no later than March 31, 2007; and (ii) for 2007 and beyond: A target bonus of 60% of base salary with a range of 0 - 200% of target with a minimum of $180,000.00 guaranteed for 2007. (c) Stock Options . Effective as of the Commencement Date, the Company shall grant the Executive 50,000 options at market (the " Stock Option Award" ) upon joining. The Stock Option Award will vest at the rate of 25% (12,500 shares) per year, but may vest sooner as provided in Sections 5 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 car allowance under the Company' s policy of $630.00 per month to be used to lease or purchase an automobile for use in the affairs and business of the Company and to cover 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 a lump sum payment upon his hiring date. (e) Long-Term Incentive Plans . During the Employment Period, the Executive shall be eligible to participate in the ongoing equity and other long-term awards and programs of the Company as determined in the sole discretion of the Board or a committee thereof. (f) Other Benefits and Perquisites . During the Employment Period, the Executive shall be entitled to participate in the Company' s employee benefit plans, programs and arrangements (including, without limitation, life, medical and dental insurance, 401(k), and disability insurance, vacation and sick leave programs) and perquisite programs and arrangements, if any, in each case, on the same basis as generally provided to other similarly-situated executives of the Company. 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 appropriate business expenses in accordance with the terms of the Company' s policies and procedures in effect from time to time. 4. Termination of Employment . (a) Death or Disability . The Executive' s employment shall terminate automatically upon the Executive' s death during the Employment Period. In the event of the Executive' s Disability (as defined in Exhibit A attached hereto), the Company may provide the Executive with written notice in accordance with Section 12(c) of this Agreement of its intention to terminate the Executive' s employment due to Disability. In such event, the Executive' s employment with the Company 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 shall immediately 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 may terminate the Executive' s employment either with or without Cause (as defined in Exhibit A attached hereto). For purposes of this Agreement, a termination " without Cause" shall

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mean a termination by the 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 the Executive 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 the Company or the Executive (other than death) shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(c) of this Agreement. For purposes of this Agreement, a " Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive' s employment under the provision so indicated and (iii) if necessary, specifies the Date of Termination consistent with this Agreement (which date shall be not more than thirty (30) days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive' s or the Company' s rights hereunder. (e) Date of Termination . " Date of Termination" means (i) if the Executive' s employment is terminated by the Company for Cause, the date of receipt of the Notice of Termination or 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 Executive written 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 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 the Executive for Good Reason, 30 days after the Company receives the Notice of Termination unless the Company has cured the alleged grounds for such termination within 30 days after such receipt or if the Executive' s employment is terminated by the Executive without Good Reason, 30 days after the Company receives the Notice of Termination, provided however, in either case the Company may accelerate the Date of Termination to an earlier date by providing the Executive notice of such action, and (iv) if the Executive' s employment is terminated by reason of death or Disability, the date 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, the Executive agrees to resign, effective as of the Date of Termination, from any positions that the Executive holds with the Company and its affiliates, the Board (and any committees thereof) and the board of directors (and any committees thereof) of any of the Company' s affiliates. The

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Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation, or Executive is terminated 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 Company terminates the Executive' s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew or extend this Agreement upon expiration of the Employment Period, the Company shall have no further obligations to the Executive under this Agreement or otherwise other than to pay or provide to the Executive the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the " Release" ) and subject to Section 8(h) hereof): (i) An amount equal to Executive' s unpaid Annual Base Salary for services through the Date of Termination; (ii) an amount equal to two (2) times his compensation (salary and bonus) during the preceding year (the " Severance Payment" ), and if such termination occurs in the first year of employment, the Severance Payment shall be $960,000.00 dollars; (iii) full vesting as of the Date of Termination of Executive' s Stock Option Awards (as defined in Section 3(c) hereof) and any other equity awards granted to Executive, with continued exercisability of the outstanding options for twelve (12) months following the Date of Termination (but in no event beyond the original term of the options); (iv) continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 8 hereof); (v) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; and (vi) payment of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company.

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(b) Death or Disability . If the Executive' s employment is terminated by reason of the Executive' s death or Disability during the Employment Period, the Company shall have no further obligations to the Executive or his legal representatives, as applicable, under this Agreement or otherwise 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 which the 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 Option Award (as defined in Section 3(c) hereof), and any other equity awards granted to Executive, with continued exercisability of the outstanding options for twelve (12) months following the Date of Termination (but in no event beyond the end of the original term of the options); (iv) except in the case of Executive' s death, continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 8 hereof); and (v) payment of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company. (c) Cause or Voluntary Resignation Without Good Reason . If the Executive' s employment shall be terminated by the Company for Cause or by the Executive for any reason other than Good Reason at any time during the Employment Period, the Company shall have no further obligations to the Executive under this Agreement or otherwise other than for the payment of the amounts and provision of the benefits set forth below: (i) an amount equal to the Executive' s unpaid Annual Base Salary for services through the Date of Termination; (ii) for a voluntary resignation (without Good R ...

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Agreement#: AG-328517
Pages: 11 pages
Format: MS Word MS Word Compatible
Price: $35.00
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