Amendment No. 4 to Employment Agreement between BankUnited Financial Corporation and Alfred R. Camner
This amendment updates the employment agreement between BankUnited Financial Corporation and Alfred R. Camner. It clarifies that, if Mr. Camner dies during his employment, all his stock options and restricted stock will become fully vested and included in the benefits provided to his estate. The amendment also specifies that certain payments and benefits will be provided to his surviving spouse. All other terms of the original agreement remain unchanged.
Exhibit 10.2
Amendment to Employment Agreement
This Amendment No. 4 (this Amendment) to the Second Amended and Restated Employment Agreement effective as of April 1, 2002 (the Agreement) is made by and between BankUnited Financial Corporation (the Company) and Alfred R. Camner (Executive) and is effective as of December 29, 2003.
Recitals
WHEREAS, the Company has previously awarded stock options and restricted stock to the Executive under the Companys stock award and incentive compensation plans; and
WHEREAS, the agreements relating to such awards of stock options and restricted stock generally provide that the awards will become fully vested and exercisable in the event of the Executives death; and
WHEREAS, the Compensation Committee of the Board of Directors and the Executive have determined that Section 12 of the Agreement should be amended to clarify that such stock options and restricted stock awards vest fully in the event of the Executives death and are included in the benefits to be provided to his estate pursuant to Section 12.
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows:
1. Section 12(a) is restated to read in its entirety as follows:
(a) In the event that the Executives employment with the Company shall terminate during the Employment Period on account of:
(i) the Executives death; or
(ii) a determination that the Executive is eligible for long-term disability insurance program or, if there is no such program, under the federal Social Security Act;
then, subject to the provisions of subsection 12(b), and the next immediately succeeding sentence, to be applicable in the event of the Executives death, the Company shall have no further obligations under this Agreement, other than the payment to the Executive (or, in the event of his death, to his estate) of his earned but unpaid Salary and any and all deferred compensation, including Deferred Option Shares, as of the date of the termination of his employment, and the provision of such other benefits, if any, to which he is entitled as a former employee under the employee plans and programs and compensation plans and programs maintained by, or covering employees of, the Company. Such
benefits shall include, without limitation, all stock options and restricted stock granted to the Executive prior to his death, which, as provided under the terms of the stock option agreements and restricted stock agreements, shall become fully vested in the event of the Executives death. In the event of the Executives death, the payments and benefits described in section 9(b)(ii), 9(b)(iii) and 9(b)(x)(A), (B) and (C) hereof shall be provided to the Executives surviving spouse.
2. All defined terms not otherwise defined herein shall have the meaning indicated in the Agreement.
3. Except as modified by this Amendment, all other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and the Executive has hereunto set his hand, all as of the day and year as first written above.
BANKUNITED FINANCIAL CORPORATION | ALFRED R. CAMNER | |||||||||||
By: |
| By: |
| |||||||||
Name: | Lawrence H. Blum | Name: | Alfred R. Camner | |||||||||
Title: | Vice Chairman of the Board and | |||||||||||
Secretary | ||||||||||||
ATTEST: | ||||||||||||
By: |
| |||||||||||
Name: | Dellene Acampa | |||||||||||
Title: | Assistant Secretary |