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EXHIBIT10.1
EMPLOYMENT AGREEMENT
AGREEMENT
dated as of July1, 2026 by andamong FIRST BANCORP (“BanCorp”),a registered bank
holdingcompany,and itssubsidiary FIRSTBANKPUERTORICO, acommercialbank (the“Bank,” andtogether
with BanCorp, the “Company”) and Said Ortiz (or “Executive”).
WHEREAS
, the Company appointed theExecutive as its ChiefFinancial Officer. The Company recognizes
that the Executive’s leadership andcontribution to the well-beingof the Companyis substantial. TheCompany desires
toprovideforthecontinuedemploymentoftheExecutiveasitsChiefFinancialOfficerwhichtheCompanyhas
determined will reinforce and encourage the continued dedication ofthe Executive to the Company and will promote
the best interests of the Company,and the Company’s shareholders. The Executiveis willing to continue to serve the
Company on the terms and conditions herein provided.
WHEREAS
,theBoardofDirectorsofeachofBanCorpandtheBankhasapprovedandauthorizedthe
execution of this Agreement with Executive to take effectas of the date of the execution of this Agreement;
WHEREAS
,thepartiesdesiretoenterintothis Agreementsettingforththetermsandconditionsofthe
employment relationship of BanCorp, the Bank and Executive;
NOW,THEREFORE
, in considerationof the foregoingand the mutualcovenants and agreementsherein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
1.
Employment
.EachofBanCorpandtheBankagreestocontinuetoemployExecutiveand
Executive agrees tocontinue to serveBanCorp and theBank for theperiod stated inParagraph 4 hereofand subject
to the other terms and conditions herein provided.
2.
Position and Responsibilities
.The Company shall continue to employ the Executive as Executive
Vice President, and theExecutive shall continue to carry out and render to BanCorp and to the Bank such servicesas
are customarily performedby persons holdinga similar corporatetitle. The Executiveshall have suchauthority and
responsibilities consistent with his positions as assignedby the Company’s Chief Executive Officer or the Company’s
Board of Directors (the“Board”) from time to time.The Executive shall also performsuch other related duties as he
may from time to time be reasonably directed in writing toperform, including but not limited to performing duties for
BanCorp, theBank andother subsidiariesthereof.The Executiveshall reportto theChief ExecutiveOfficer ofthe
CompanyoranyotherofficerdesignatedbytheBoardofDirectorsofBanCorportheBank,asapplicable.
Notwithstanding the foregoing, the Board of BanCorp or the Bank may delegate or assign specific tasks to Executive,
provided that the assignment clearly sets for the priority of the task, and whether it takes precedence over other duties
and obligations of Executive.
3.
Duties
.During the periodof employment hereunder,and except forillness, vacation periods,and
leaves of absence, Executive shall devote his business time,attention, skill, and efforts to the faithful performanceof
his dutiesas providedherein as iscustomary foran executiveholding asimilar positionin a financialinstitution of
comparable size.
Executiveagreesthat,duringthetermofhisemploymenthereunder,hewillnot,directlyor
indirectly, engage or participate,become a director of, or render advisory or other services for,or in connection with,
orbecomeinterestedin,ormakeanyfinancialinvestmentinanyfirm,corporation,businessentityorbusiness
enterprisethatdirectlycompeteswiththeCompanyoritssubsidiariesinPuertoRico;provided,however,that
Executive shall not thereby be precluded orprohibited from owning passive investments, including investments in the
securities of otherfinancial institutions solong as suchownership does notrequire him to devotesubstantial time to
the management or control of the business or activities of any such firm, corporation,business entity or enterprise.
4.
Term
.The initial term of employmentunder this Agreement shallbe for a period ofone (1) year,
effective uponthe execution of thisAgreement and terminatingon July 1, 2027.On each anniversary ofthe date of
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commencementofthisAgreement,thetermoftheemploymenthereundershallautomaticallybeextendedforan
additional one(1) yearperiod beyondthe theneffective expirationdate, unlessa writtennotice fromeither partyis
received ninety (90) daysprior to the anniversarydate, advising the otherparty that this Agreementshall not befurther
extended.Any such written notice shall not affect any prior extensions ofthe term of employment hereunder.
5.
Standards
.ExecutiveshallperformhisdutiesandresponsibilitiesunderthisAgreementin
accordance with suchreasonable standards as areestablished fromtime to time bythe Board and/ormanagement of
BanCorp or the Bank, asapplicable, and conveyed in writing toExecutive. The reasonableness of such standardsshall
be measured against standards for executive performance generally prevailingin the financial industry.
Notwithstanding anythingcontained inthis Agreementto the contrary,nothing inthis Agreement
will beinterpretedin anymanner whichwould tendto limitor interferewith theauthority oroversightduties and
discretion of the Board of BanCorp and the Bank toestablish adequate guidelines for the effective management of the
Company.
6.
Compensation and Reimbursement of Expenses
.
a)
Compensation
The Bank agreesto pay Executiveduring the termof this Agreementa base salary ofnot
less than$475,000.00a year.The Compensationand BenefitsCommittee (the“CompensationCommittee”) ofthe
BoardofBanCorpshallevaluatetheExecutive’sperformanceatleastannually.TheBoardmayincreasehis
compensation in an amount asdetermined by the Boardupon favorable evaluations ofthe Company’s and Executive’s
performance.
b)
Performance Bonus
In addition to the base salary set forth above, Executive shall be eligible for a performance
bonusdeterminedonthebasisofhisachievementofthepredeterminedbusinessobjectivescontainedinthe
Company’s annual business plan in connectionwith the areas of endeavor assigned to Executive. The contribution of
ExecutivetotheachievementoftheCompany’sannualbusinessobjectivesandhisperformanceofsuchother
functions asmay be reasonablyassigned to him,will be evaluatedby the ChiefExecutive Officerof BanCorp, who
mayrecommendtotheCompensationCommitteeoftheBoardofBanCorppaymentofaperformancebonus.
Followingreviewofsuchrecommendation,andatitsdiscretion,theCompensationCommitteemayrecommend
payment of a performance bonus to the Board of BanCorp for approval.
c)
Long-Term IncentiveCompensation Benefits
Executiveshallbe entitledto participateinand receivethe benefitsof anystock-based
award, orother benefitsand privilegesgrantedto employeesand executivesof similarrank ofthe Companyor its
subsidiaries and affiliates which now exist or may come into existence hereafter, to the extent commensurate with his
then assigned duties and responsibilities, as recommended by the Compensation Committee of the Board of BanCorp
and approved bythe Board ofBanCorp. The termsand conditions ofsuch benefits willbe within theparameters set
forth in the then existing applicable long-term equity incentiveplan or under any other similar plan or successor plan
adopted by the Companywhich may come intoexistence hereafter underwhich eligible participantsmay be granted
stock options, restricted stock, and other awards as determined by the Board to Executive.
d)
Automobile Expenses
The Bankshall provideExecutive witha companyowned automobile.Such automobile
will be furnished in accordance with the existing company car policy,as approved by the Board of the Bank.
e)
Reimbursement of Expenses
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Notlessfrequentlythanmonthly,theBankshallpayorreimburseExecutiveforall
reasonable andnecessary travel andother businessexpenses incurredby Executivein the performanceof his duties
under this Agreement in accordance with the Company’sthen applicable business expense reimbursement policy.
f)
Club Membership
Tothe extentconsistent withthe Company’sstrategic objectives,the Bankshall payfor
theinitiationfeesandannualduesofaclubmembershiptobedesignatedbyExecutiveduringthetermofthis
Agreement or any renewal thereof of up to $25,000 for the initiation feeand subsequently up to $10,000 per year.
g)
Clawback Policy
TheExecutiveagreestorepayanycompensationpreviouslypaidorotherwisemade
available tothe Executiveunder this Agreementthat is subjectto recoveryunder any applicablelaw (includingany
ruleofanyexchangeorservicethroughwhichthesecuritiesoftheCompanyarethentraded),including,butnot
limited to, the following circumstances:
i.) where suchcompensation wasin excessof whatshould havebeen paidor madeavailable
becausethedeterminationoftheamountduewasbased,inwholeorinpart,onmateriallyinaccuratefinancial
information ofthe Company,including butnot limitedto, whenthe Companyshall havea restatementof financial
results attributable to the Executive’sactions, whether intentional or negligent;
ii.) where such compensation constitutes “excessive compensation” within the meaning of
12 C.F.R. Section364;
iii). wherethe Executivehas committed,is substantiallyresponsible for,or hasviolated,
the respective acts, omissions, conditions, or offenses outlinedunder 12 C.F.R. Section359.4(a)(4); and
iv) if, while theExecutive is also asenior executive officer of theBank, the Bank becomes,
and for solong as theBank remains, subjectto the provisionsof 12 U.S.C.Section 1831o(f), where suchcompensation
exceeds the restrictions imposed on the senior executive officers ofsuch an institution.
The Executive agreesto returnpromptly any suchcompensation identified bythe Company
by writtennotice providedpursuant to Section18.If the Executivefails to returnsuch compensationpromptly,the
Executive agrees that theamount of such compensation may bededucted from any and all othercompensation owed
to the Executiveby the Company.If the Executiveis then employed bythe Company,the Executive acknowledges
that the Company may take appropriatedisciplinary action (up to, and including,Terminationof Employment) if the
Executivefails toreturn suchcompensation.The Executiveacknowledges theCompany’srights toengage inany
legal or equitable actionor proceeding in orderto enforce the provisionsof this Section 6(g).The provisions of this
Section 6(g) shall be modified to the extent, and remain in effect forthe period, required by applicable law.
7.
ParticipationinBenefitPlans
.ThepaymentandbenefitsprovidedinthisAgreementare
independent andseparate ofany paymentand benefitsto which Executivemay be ormay becomeentitled to under
any other present or futuregroup employee benefits plans orinsurance programs of the Company applicablegenerally
to all employees of the Companyor for which executives of theCompany and or its subsidiaries areor shall become
eligible, and Executive shallbe eligible to receive all benefitsand entitlements for whichsaid executives are eligible
under every such plan or program.
8.
Voluntary Absences; Vacationsand Sick Leave
.Executive shall be entitled, without lossof pay,
to absenthimself voluntarilyfor reasonableperiods oftime fromthe performanceof hisduties andresponsibilities
under thisAgreement.All suchvoluntarily absencesshall counteither aspaid vacationtime orsick leave,unless
otherwise provided by the Board of BanCorp or the Bank, as applicable.Executive shall be entitled to an annual paid
vacationofsuchdays astheBoardofDirectorsofBanCorportheBank,as applicable,mayapprovepursuantto
applicable corporate policy or otherwise,which vacations shall be scheduled byExecutive with the prior approval of
the Chief Executive Officer of BanCorp, as applicable, takinginto account the needs of theCompany.Executive may
accumulate unusedpaid vacationtime fromtwelve (12)month periodto thenext; providedthat suchaccumulation
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shall not exceed eighteen (18)working days of unused vacationtime from prior twelve(12) month periods.Executive
shallbeentitledto upto fifteen(15)non-cumulativeworkingdays ofpaidsickleave foreachtwelve (12)month
period or such longer non-cumulative working days asthe Board may approve pursuant toapplicable corporate policy
or otherwise.Upon termination ofemployment with orwithout cause, orfor any reason,the Bank shallpay all accrued
and unused vacation days, at the highest rate of salary earned by Executive duringhis tenure.
9.
BenefitsPayableuponDisabilityorDeath.
TheBankshall,atalltimes,maintainineffect
disability and death benefitsinsurance for the benefitof Executive in anamount at least equalto that maintained for
executives of similar rank and which will not beless than that maintained by the Bank, for allofficers and employees;
providedthatthebenefitstowhichExecutiveand/orExecutive’sheirswouldbeentitledthereundermaynever
decrease.
10.
Terminationof Employment
.
(a)Without cause.
(i)
The Board of BanCorp or the Bank,as applicable, may,without cause, terminate
thisAgreementatanytime,bygivingninety(90)dayswrittennoticetoExecutive.Insuchevent,Executive,if
requested by the Board of BanCorp or the Bank, as applicable, shall continue to render his services, andshall be paid
his regular salary upto the dateof termination, which shallbe paid inaccordance with theCompany’s standard payroll
procedures. In addition, Executive shall be paid on the date of termination a severance payment equal to the higher of
(i) any severance payment required by state/local statuteor (ii) the total of twelve(12) months of the then currentcash
basesalaryamounttowhichExecutivewouldbeentitledtounderthisAgreement,plustheaverageofanycash
bonuses or cash incentive compensation awarded for the last two calendar years ended immediately before the yearin
which the terminationoccurred, regardless ofwhen the bonusesor incentive compensationearned for thepreceding
calendar years were paid and regardless of whetherall or part of the bonuses or incentive compensationwere subject
to elective deferral or vesting.
(ii)
Foravoidanceofdoubt,theterm“cashbasesalary”usedthroughoutthis
Agreement shall mean that portion of the Executive’sbase salary which is paid in the form of cash.
(iii)
Executivemay,withoutcause,terminatetheAgreementbygivingninety(90)
days writtennotice tothe Boardof Directorsof BanCorpor theBank, asapplicable. Insuch event,Executive shall
continue to render hisservices and shall be paidhis regular salary up tothe date of termination, butshall not receive
any severance payment.
(b)
With Cause.
(i)
The Board of Directors of BanCorpor the Bank, as applicable, may,at any time,
terminate this Agreement for cause. In such event, Executive shall not beentitled to receive any further compensation
from the date of notice of termination. The notice of termination shallbe in writing, shall set forth the date of delivery
to Executive, andthe effect oftermination shall notbe retroactive toa date priorto delivery ofsuch notice.For the
purpose ofthis Agreement,“ for cause”shall consistof anyof (i)the commissionby the Executiveof awillful act
(including,withoutlimitation,adishonestorfraudulentact)oragrosslynegligentact,orthewillfulorgrossly
negligentomission toact bythe Executive,which isintended tocause, doescause oris reasonablylikely tocause
material harmto theCompany orany affiliate(including harmto itsbusiness reputation);(ii) theindictment ofthe
Executive for the commission orperpetration by the Executive ofany felony or anycrime involving dishonesty, moral
turpitude orfraud; (iii)the materialbreach bythe Executiveof thisAgreement that,if susceptibleof cure,remains
uncured 10 days following written notice to the Executive ofsuch breach; (iv) the receipt of any formal written notice
that any regulatory agencyhaving jurisdiction over theCompany or the Bankintends to institute any formof formal
regulatory action against the Executive,the Company or the Bank (provided thatthe Board determines in good faith,
with the Executive abstaining from participating in the consideration of and vote on thematter, that the subject matter
ofsuchactioninvolvesactsoromissionsbytheExecutive);(v)theexhibitionbytheExecutiveofastandardof
behavior withinthe scopeof hisemployment thatis materiallydisruptive tothe orderlyconduct ofthe Company’s
businessoperations(including,withoutlimitation,substanceabuseorsexualmisconduct)toalevelwhich,inthe
Board’s good faith and reasonable judgment,with the Executive abstaining from participating in the consideration of
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and voteon thematter,is materiallydetrimental tothe Company’sbest interest,that, ifsusceptible ofcure remains
uncured 10 days followingwritten notice to theExecutive of suchspecific inappropriate behavior;or (vi) the failure
of the Executiveto devote hisfull business timeand attention tohis employmentas provided underthis Agreement
that, if susceptible of cure,remains uncured 30 days followingwritten notice to the Executiveof such failure.In order
for the Board to make a determination that termination shall be for Cause, the Board must provide the Executive with
notice of the grounds providing the purported basis for termination and providethe Executive an opportunity to meet
with the Board inperson to address the proposed grounds.The Board reserves the rightto suspend the Executive with
pay pending the determination of Cause under this Section 10(b), as appropriate.
(ii)
Executivemay,withcause,terminatethisAgreement.Forpurposesofthis
Section, terminationwith causeshall meana failureof theCompany tocomply withany materialprovision ofthis
Agreement, whichfailure hasnot beencured withinfifteen (15)days ofreceipt ofa writtennotice byExecutive of
such noncompliance by the Company.
(iii)
Apartyheretomaysubmitforarbitration,asprovidedinSection23ofthis
Agreement, amongother matters,any controversythat may arisewith regardto thecause fortermination thatis set
forth in the written notice of termination provided by the Boardof BanCorp or the Bank, as applicable, or Executive,
as the case may be.
(c)IfExecutive is suspended and/or prohibited from participating in the conduct of affairs of
BanCorp or theBank by anotice or orderserved under Section8(e)(3),(e)(4) or (g)(1)of the FederalDeposit Insurance
Act, 12 USC1818(e)(3), (e)(4) and (g)(1),or any othersimilar provision ofstate or federallaw now inplace or enacted
in thefuture, theCompany’sobligationsunder thisAgreement shallbe suspendedas ofthe dateof service,unless
such prohibition and/orsuspension is stayed byappropriate proceedings.If after a hearingis held and uponjudicial
review,the noticeor ordersuspending and/orprohibiting Executivefrom participatingin theaffairs ofBanCorp or
the Bankis confirmed,then thisAgreement shallbe terminatedwith cause.If thecharges inthe noticeor orderare
dismissed,BanCorportheBank,asapplicable,shall:(i)payExecutiveallthecompensationwithheldwhilethe
contractualobligationsweresuspendedand(ii)reinstate,inwholeorinpart,anyoftheobligationswhichwere
suspended.
(d)In the eventthat Executive isterminated orhe terminatesthis Agreement ina mannerwhich
violates the provisionsof thisSection 10, asdetermined by thearbitration procedure providedin Section23, Executive,
BanCorportheBank,asthecasemaybe,shallbeentitledtoreimbursementforallreasonablecosts,including
attorney’s fees, incurred bysuch party in challenging such termination.
11.
Change in Control.
(a)In the event, within two years following a “change in control” of BanCorp, as such term is
definedinsub-section(b)ofthisSection11,Executive’semploymentisterminatedbyBanCorportheBank,as
applicable, withoutcause or thereis a constructivetermination withoutcause, Executiveshall beentitled toreceive
fromBanCorportheBank,asapplicable,aseverancepaymentinconsiderationofhavingboundhimselfto
employment bythe Companyand havingforegone otherbusiness orprofessional opportunities,actual orpotential.
The severance paymentshall be a lumpsum cash paymentequal to thetotal of TWO (2)times the cash basesalary,
plus TWO (2) timesthe average of anycash bonuses or cashincentive compensation awarded for thelast two calendar
yearsendedimmediatelybeforethe yearin whichthe terminationwithoutcauseoccurred, regardlessofwhenthe
bonuses or incentive compensation earned for the preceding calendar years were paid and regardless of whether all or
part of the bonuses or incentive compensation were subject toelective deferral or vesting. Payment of the amounts set
forthinthisSection11(a)shallbemadeonorbeforethefifthdayfollowingthedateonwhichtheexecutiveis
terminated without cause.
(b)A “change in control”shall be deemed to havetaken place if: (i) a thirdperson, including
a “group”as definedin Section13(d)(3) ofthe SecuritiesExchange Actof 1934,becomes thebeneficial ownerof
shares ofeither BanCorpor theBank having25% ormore ofthe totalnumber ofvotes whichmay becast forthe
election of directors ofBanCorp or the Bank,as applicable, or which,by cumulative voting, if permittedby the charter
or bylaws, would enablesuch third personto elect 50%or more ofthe directors of BanCorpor the Bank, asapplicable;
or(ii)astheresultof,orinconnectionwith,anycashtenderorexchangeoffer,mergeroranyotherbusiness
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combination, salesof assets orcontested election,or any combinationof the foregoingtransactions, the personwho
were directorsof BanCorp orthe Bank, asapplicable, before suchtransaction shallcease to constitutea majority of
the Board of Directors of BanCorp or the Bank, as applicable, or any successorinstitution.
12.
Confidentiality;InjunctiveRelief.
Recognizingthat theknowledgeand informationabout,or
relationships with, the business associates, customers, clients, and agents of the Companyand its affiliated companies
andthebusinessmethods,systems,plans,andpoliciesoftheCompanyandofitsaffiliatedcompanieswhich
Executivewill receive,obtain,orestablishas anemployeeoftheCompanyorotherwisearevaluableandunique
assets of the Company,Executive agrees that,during the continuanceof this Agreement andthereafter, heshall not
(otherwise than pursuantto his duties hereunder)disclose without thewritten consent ofthe Company,any material
or substantial, confidential, or proprietary know-how, data, or information pertaining to the Company,or its business,
personnel, or plans, to any person, firm, corporation, orother entity, for any reason or purpose whatsoever.Executive
acknowledges and agrees that all memoranda, notes, records, and other documents made or complied by Executive or
made available to Executive concerning the Company’s business shall be the Company’s exclusive property and shall
be delivered by Executive to theCompany upon expiration or termination of thisAgreement or at any other timeupon
the request of the Company.
The provisionof thisSection 12shall survivethe expirationor terminationof thisAgreement orany part
thereof, without regard to the reason therefore.
Executiveherebyacknowledgesthattheservicestoberenderedbyhimareofspecial,unique,and
extraordinarycharacterand,inconnectionwithsuchserviceshewillhaveaccesstoconfidentialinformation
concerning theCompany’sbusiness. Byreason ofthis, Executiveconsents andagrees thatif heviolates anyof the
provisionsofthisAgreementwithrespecttoconfidentiality,theCompanywouldsustainirreparableharmand,
therefore, inaddition toany otherremedies whichthe Companymay haveunder thisAgreement orotherwise, the
Company willbe entitledto aninjunction tobe issuedby anycourt ofcompetent jurisdictionrestraining Executive
from committing or continuing any such violation of this Agreement. The term “Confidential Information” means: (i)
proprietary informationof the Company;(2) information markedor designatedby the Companyas confidential; (3)
information, whether ornot inwritten form andwhether ornot designated asconfidential, which isknown to Executive
as treated bythe Companyas confidential;and (4) informationprovided tothe Companyby thirdparties whichthe
Companyisobligatedtokeepconfidential,specificallyincludingcustomerlistsandinformation.Confidential
information does not includeany information nowor hereafter voluntarilydisseminated by theCompany to the public,
or which otherwise becomes part of the public domain throughlawful means.
13.
No Solicitation.
During the Executive’s employmentwith the Company and for a period of twelve
(12) months thereafter, the Executive shall not (except on behalfof or with the prior writtenconsent of the Company),
either directly orindirectly,on the Executive’sown behalf orin the serviceor on behalfof others, (i)solicit, divert,
or appropriateto or fora Competing Business,or (ii) attemptto solicit, divert,or appropriateto or fora Competing
Business any personor entity thatis or wasa customer ofthe Company orany of itsaffiliates on thedate of termination
and withwhom theExecutive hashad materialcontact. Forthe purposeof thisAgreement, “CompetingBusiness”
shall mean any business that, in whole or in part, isthe same or substantially the same as the operation of a depository
financialinstitution,including,withoutlimitation,thesolicitationandacceptanceofdepositsofmoneyand
commercialpaper,the solicitationand fundingof loansand theprovision ofother bankingservices, andany other
related business engaged in by the Bank or any of its affiliates as of thedate of termination.
14.
No Recruitmentof Personnel.
During theExecutive’semployment withthe Companyand fora
period of twelve (12)months thereafter, theExecutive shall not, eitherdirectly or indirectly,on the Executive’sown
behalf or inthe service oron behalf ofothers, (i) solicit,divert or hireaway; or (ii)attempt to solicit,divert, or hire
away to any Competing Business, any employee of or consultant to the Company or any of its affiliates, regardless of
whether theemployee or consultantis full-time ortemporary,the employment orengagement is pursuantto written
agreement, or the employment is for a determined period or is at will.
15.
No Assignments
.This Agreement is personal to eachof the parties hereto. None ofthe parties may
assign ordelegate anyof hisor itsrights orobligations hereunderwithout firstobtaining thewritten consentof the
other parties. However, inthe event ofthe death ofExecutive all hisrights to receivepayments hereunder shallbecome
rights of his estate.
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16.
Benefits
.Any benefitsdue orprovided hereunderto Executiveshall bein additionto, andnot in
substitution of, any benefit to which Executive is otherwise entitled to withoutregard to the Agreement.
17.
Mitigation.
Executive shall not be obligated toseek other employment in mitigation ofthe amounts
payable or arrangementsmade under anyprovision of thisAgreement, and theobtaining of anysuch other employment
shall in no eventeffect any reductionof the Company’sobligation to make thepayments and arrangementsrequired
to be made under this Agreement.
18.
Notices
.All noticesrequired bythis Agreementto begiven byone partyto theother shallbe in
writing and shall be deemed to have been delivered either:
(a)WhenpersonallydeliveredtotheOfficeoftheSecretaryofBanCorpathisregular
corporate office, or Executive in person; or
(b)Five days after depositing such notice in the United States mails, certified mail with return
receipt requested and postage prepaid at:
i.
If to the Company:
C/O Office of the Secretary
First BanCorp Puerto Rico
PO Box 9146
Santurce, PR 00908-0146
ii.if to Said Ortiz:
[INTENTIONALLYOMITTED]
or to suchother address as theparties may designateto each otherby notice inwriting in accordancewith the terms
hereof.
19.
Amendments or Additions;Action by Boardof Directors
.No amendments oradditions to this
Agreementshall bebinding unlessin writingand signedby theparties hereto.The priorapproval bya two-thirds
affirmativevote ofthe fullBoardof Directorsof eachof BanCorpand theBank shallbe requiredin orderfor the
Company to authorizeany amendments or additionsto this Agreement, togive any consent orwaivers of provisions
of this Agreement, or totake any other action underthis Agreement including any terminationof the employment of
Executive with or without cause under Section 10 hereof.
20.
SectionsHeadings
.TheSectionheadingsusedinthisagreementareincludedsolelyfor
convenience and shall not affect, or be used in connectionwith, the interpretation of this Agreement.
21.
Severability
.The provisionsof thisAgreementshall bedeemedseverableandthe invalidityor
unenforceability of any provision shall not affect the validityor enforceability of the other provisions hereto.
22.
Governing Law
.This Agreement shallbe governedby the laws ofthe Commonwealthof Puerto
Rico.Venuefor the litigationof anyand all mattersarising underor in connectionwith this Agreementshall be in
the Courtof First Instance,San Juan SuperiorPart for theCommonwealth ofPuerto Rico, inthe case ofstate court
jurisdiction, or in the U.S. District Court for the District of Puerto Rico, inthe case of federal court jurisdiction.
23.
Arbitration
.Any controversy as to the interpretationof this Agreement must be submittedbefore
three arbitrators to beappointed by the AmericanArbitration Association (“AAA”). Therules and regulationsof the
AAA shall govern the procedures of said arbitration.The award of a majority of arbitrators shall be binding and final
on the parties.
24.
ReimbursementofLegalExpenses.
TheCompanyagreestoreimburseExecutiveforall
reasonable legal fees incurred by him in connection with the negotiation, draftingand execution of this Agreement.
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25.
CompliancewiththeDodd–FrankWallStreetReformandConsumerProtectionAct
.
Notwithstanding anything to thecontrary herein, any incentivepayments to the Executiveshall be limitedto the extent
required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), including,
but not limited to, clawbacks for such incentive payments as requiredby the Dodd-Frank Act and Section 10D of the
Securities Exchange Act of 1934. The Executive agreesto such amendments, agreements, or waivers thatare required
by the Dodd-Frank Act or requested by the Company to comply with theterms of the Dodd-Frank Act.
26.
Compliance with Regulatory Restrictions
.Notwithstanding anything to the contrary herein, and
in addition to any restrictions statedabove, any compensation or otherbenefits paid to the Executiveshall be limited
to the extent requiredby any federal orstate regulatory agencyhaving authority overthe Company or,if applicable,
the Bank.The Executive agrees that compliance by the Company or the Bank with such regulatory restrictions, even
totheextentthatcompensationorotherbenefitspaidtotheExecutivearelimited,shallnotbeabreachofthis
Agreement bythe Companyor the Bank.Any paymentto be madeto Executivepursuant to Sections10(a) and11
are subject toand conditioned uponcompliance with 12U.S.C. § 1828(k)and any regulationspromulgated thereunder,
as applicable.The Company shall in good faith seek to obtain, if necessary or required, anyconsent or approval from
the Federal Deposit Insurance Corporation or any other applicable regulatory agency and any successorsthereto with
respect to any payment to be made or any benefits tobe provided to Executive pursuant to the terms of Section 10(a)
and 11, and shallnot make anysuch payment unlessand untilany applicable consentsor approvals withrespect thereto
have been obtained.
[REMAINDER OF PAGEINTENTIONALLYLEFT BLANK]
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FIRST BANCORP
By:/s/ Aurelio Aleman
Name:Aurelio Aleman,
Title:President & Chief Executive Officer
Date:07/15/2026
FIRSTBANK PUERTO RICO
By:/s/ Aurelio Aleman
Name:Aurelio Aleman,
Title:President & Chief Executive Officer
Date:07/15/2026
Attest:/s/ Sara Alvarez Cabrero
Sara Alvarez Cabrero
Date:07/15/2026
Executive
By:/s/ Said Ortiz
Name:Said Ortiz
Date:07/15/2026