EX-10.110-Q·CIK 1057706·0001057706-26-000031

Employment Agreement

View original filing on SEC EDGAR → ·  seen Nov 06, 2026, 11:32 EST

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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

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