Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in a Form 8-K filed with the Securities and Exchange
Commission on August 13, 2008, W Holding Company, Inc. (the "Company") and Mr.
Jose Armando Ramirez mutually and amicably agreed to conclude their existing
contractual relationship in accordance with the provisions of Mr. Ramirez's
employment agreement as of August 8, 2008. Mr. Ramirez was retained as Chief
Financial Officer and Chief Operating Officer of the Company in August 2007.
In connection with Mr. Ramirez's departure from the Company, the Company entered
into a Separation Agreement and General Release (the "Separation Agreement")
with Mr. Ramirez on November 26, 2008, effective as of August 8, 2008. The
Separation Agreement sets forth the terms of Mr. Ramirez's departure.
Under the Separation Agreement, Mr. Ramirez will receive, among other things, a
lump sum payment in the amount of $500,000.00, sixty (60) day's salary in the
amount of $82,692.30 and relocation and other related expenses not to exceed
$150,000.00 in aggregate amount. The Separation Agreement provides for the
immediate cancellation of Mr. Ramirez's unexercised stock options. As a
condition of receiving the benefits provided by the Separation Agreement,
Mr. Ramirez entered into a mutual release agreement with the Company and he is
subject to certain restrictive covenants and agreements, including with respect
to confidentiality and his ability to compete with, or solicit employees of, the
Company. This description of the Separation Agreement is qualified in its
entirety by reference to the full text of the Agreement, which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Separation Agreement and General Release between W Holding Company, Inc.
and Mr. Jose Armando Ramirez dated November 26, 2008
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