UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIES
EXCHANGE ACT OFof the
Securities Exchange Act of 1934
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BFC Financial Corporation
(Name of Registrant as Specified In Its Charter)
 
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BFC Financial Corporation
2100 West Cypress Creek Road401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida 3330933301
April 27, 2011
30, 2014
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of BFC Financial Corporation, which will be held on May 17, 2011June 12, 2014 at 11:9:30 a.m., local time, at our principal executive offices located at 2100 West Cypress Creek Road,the Tower Club, 100 SE Third Ave., One Financial Plaza, Regions Bank Building, 28​th Floor, Fort Lauderdale, Florida 33309.
33301.
Please read these materials so that you will know what we plan to do at the Annual Meeting. Also, please sign and return the accompanying proxy card in the postage-paid envelope or otherwise transmit your voting instructions as described on the accompanying proxy card. This way, your shares will be voted as you direct even if you cannot attend the Annual Meeting.
On behalf of your Board of Directors and our employees, I would like to express our appreciation for your continued support.
 
​​​​Sincerely,​
​​​​
[MISSING IMAGE: sg_alan-levan.jpg]
​
​​​​Alan B. Levan​
​​​​Chairman of the Board​
​​​​
-s- Alan B. Levan
Alan B. Levan
Chairman of the Board

BFC Financial Corporation
2100 West Cypress Creek Road401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida 3330933301
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 17, 2011June 12, 2014
Notice is hereby given that the Annual Meeting of Shareholders of BFC Financial Corporation (the “Company”) will be held at the Company’s principal executive offices located at 2100 West Cypress Creek Road,Tower Club, 100 SE Third Ave., One Financial Plaza, Regions Bank Building, 28​th Floor, Fort Lauderdale, Florida 3330933301, on May 17, 2011June 12, 2014, commencing at 11:9:30 a.m., local time, for the following purposes:
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  • To elect ten directors to the Company’s Board of Directors to serve until the Company’s 2015 Annual Meeting in 2012.of Shareholders.
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2. 
  • To approve the BFC Financial Corporation 2014 Stock Incentive Plan.
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  • To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.
The proposal relating to the election of directors ismatters listed above are more fully described in the Proxy Statement that forms a part of this Notice of Meeting.
Only shareholdersrecord holders of recordthe Company’s Class A Common Stock or Class B Common Stock at the close of business on April 11, 201129, 2014 are entitled to notice of, and to vote at, the Annual Meeting.
 
Sincerely yours,
-s- Alan B. Levan
​​​​Sincerely yours,​
​​​​
[MISSING IMAGE: sg_alan-levan.jpg]
​
​​​​Alan B. Levan​
​​​​Chairman of the Board​
​​​​
Alan B. Levan
Chairman of the Board
Fort Lauderdale, Florida
April 30, 2014
April 27, 2011
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. THEREFORE, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED OR OTHERWISE TRANSMIT YOUR VOTING INSTRUCTIONS AS DESCRIBED ON THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED FOR THE PROXY CARD IF MAILED IN THE UNITED STATES.

BFC Financial Corporation
2100 West Cypress Creek Road401 East Las Olas Boulevard, Suite 800
Fort Lauderdale, Florida 3330933301
 
PROXY STATEMENT
The Board of Directors of BFC Financial Corporation (the “Company”) is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at the Company’s principal executive offices located at 2100 West Cypress Creek Road,Tower Club, 100 SE Third Ave., One Financial Plaza, Regions Bank Building, 28​th Floor, Fort Lauderdale, Florida 3330933301, on May 17, 2011June 12, 2014 at 11:9:30 a.m., local time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting.
This Proxy Statement and the accompanying Notice of Meeting and proxy card are first being mailed to shareholders on or about April 29, 2011.May 5, 2014.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING
What is the purpose of the Annual Meeting?
At the Annual Meeting, shareholders will be asked to consider and vote upon the election of ten directors to the Company’s Board of Directors as well asand to approve the BFC Financial Corporation 2014 Stock Incentive Plan (the “2014 Stock Incentive Plan”). In addition, although the Board of Directors is not aware of any other matters which mayto be presented at the Annual Meeting, if any other matters are properly be brought before the Annual Meeting.Meeting, shareholders will be asked to consider and vote upon such matters. Also, management will be available to report on the Company’s performance during the last fiscal year ended December 31, 2013 and respond to appropriate questions from shareholders.
Who is entitled to vote at the meeting?
Record holders of the Company’s Class A Common Stock (“Class A Stock”) and record holders of the Company’s Class B Common Stock (“Class B Stock”) atas of the close of business on April 11, 201129, 2014 (the “Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, 68,521,49775,911,421 shares of Class A Common Stock and 6,859,7517,318,144 shares of Class B Common Stock were outstanding and, thus, will be eligible to vote at the Annual Meeting.
What are the voting rights of the holders of Class A Common Stock and Class B Common Stock?
Holders of Class A Common Stock and holders of Class B Common Stock will vote as one class on the proposal relating toboth the election of directors and the proposal to approve the Company’s 2014 Stock Incentive Plan. Additionally, in most cases, holders of Class A Common Stock and holders of Class B Common Stock will vote as one class on any other matters properly brought before the Annual Meeting. Holders of Class A Common Stock are entitled to one vote per share on each matter, with all holders of Class A Common Stock having in the aggregate 22% of the general voting power. The number of votes represented by each share of Class B Common Stock, which represents in the aggregate 78% of the general voting power, is calculated each year in accordance with the Company’s Amended and Restated Articles of Incorporation. At this year’s Annual Meeting, each outstanding share of Class B Common Stock will be entitled to 35.4153 votes.36.78 votes on each matter.
As described in further detail below, in addition to the approval of the holders of Class A Common Stock and Class B Common Stock as one class, the Company’s 2014 Stock Incentive Plan requires the approval of the holders of Class B Common Stock as a separate class. Approval of the Company’s 2014 Stock Incentive Plan by the holders of Class B Common Stock will constitute the approval required by the Company’s Amended and Restated Articles of Incorporation of the issuance of the shares of Class B Common Stock pursuant to options and restricted stock awards granted under the plan.
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What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of the holders of shares representing a majority of the aggregate voting power (as described above) of the Class A Common Stock and Class B Common Stock outstanding as of the close of business on the Record Date will constitute a quorum, permittingquorum. To act on the conductCompany’s 2014 Stock Incentive Plan, holders of a majority of the shares of Class B Common Stock outstanding as of the close of business on the Record Date are also required to be present at the Annual Meeting.meeting, in person or by proxy.
What is the difference between a shareholder of record and a “street name” holder?
If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, the Company’s stock transfer agent (“AST”), you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares but not the shareholder of record, and your shares are held in “street name.”

How do I vote my shares?
If you are a shareholder of record, you can give a proxy to be voted at the Annual Meeting by mailing in the enclosed proxy card or by transmitting your voting instructions by telephone or internet as described on the enclosed proxy card. You may also vote your shares at the Annual Meeting by completing a ballot at the Annual Meeting.
If you hold your shares in “street name,” you must vote your shares in the manner prescribed by your broker, bank or other nominee. Your broker, bank or other nominee has enclosed or provided a voting card for you to use in providing your voting instructions.
Can I vote my shares in person at the Annual Meeting?
If you are a shareholder of record, you may vote your shares in person at the Annual Meeting by completing a ballot at the Annual Meeting. However, if you are a “street name” holder, you may vote your shares in person at the Annual Meeting only if you obtain a signed proxy from your broker, bank or other nominee giving you the right to vote the shares.
Shareholders who wish to attend the Annual Meeting may contact the Company’s Investor Relations department at(954) 940-4994 for directions. Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your vote by proxy or by providing your voting instructions to your broker, bank or other nominee as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
What are my choices when voting?
YouWith respect to the election of directors, you may vote for all ten of the director nominees, or your vote may be withheld with respect to one or more of the director nominees. The proposal related to the election of directors is described in this Proxy Statement beginning on page 8.10.
In addition, you may vote for or against, or abstain from voting on, the proposal to approve the Company’s 2014 Stock Incentive Plan. The proposal related to the Company’s 2014 Stock Incentive Plan is described in this Proxy Statement beginning on page 26.
What isare the Board’s recommendation?
voting recommendations?
The Board of Directors recommends athat you vote your shares FORall ALL of the director nominees.nominees and FOR the approval of the Company’s 2014 Stock Incentive Plan.
What if I do not specify on my proxy card how I want my shares voted?
If you execute and mail in your proxy card but do not specify on your proxy card how you want to vote your shares, the Companyyour shares will vote thembe voted FORall ALL of the director nominees.nominees and FOR the approval of the Company’s 2014 Stock Incentive Plan (which, for a holder of Class B Common Stock, will also be
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deemed a vote in favor of the issuance of shares of Class B Common Stock pursuant to options and restricted stock awards granted under the plan). Although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, the persons named in the enclosed proxy card will vote the proxies in accordance with their best judgment on those matters.
Can I change my vote?
Yes. You can change your vote at any time before your proxy is voted at the Annual Meeting. If you are the record owner of your shares, you can do this in one of three ways. First, you can send a signed written notice to the Company’s Secretary stating that you would like to revoke your proxy. Second, you can submit a new valid proxy bearing a later date or transmit new voting instructions by telephone or internet. Third, you can attend the Annual Meeting and vote in person. AttendanceHowever, attendance at the Annual Meeting will not, in and of itself, constitute revocation of a previously executed proxy.
If you are not the record owner of your shares and your shares are held in “street name,” you must contact your broker, bank or other nominee to find out how to change your vote.


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What vote is required for a director nomineeproposal to be elected?approved?
TheWith respect to the election of directors, the affirmative vote of a plurality of the votes cast at the Annual Meeting by the holders of the Class A Common Stock and Class B Common Stock as one class is required for a director nominee to be elected. A properly executed proxy marked “WITHHOLD AUTHORITY”to withhold a vote with respect to the election of one or more of the director nominees will not be voted with respect to the nominee(s) indicted,nominee or nominees indicated, although it will be counted for purposes of determining whether or not a quorum exists.
With respect to the Company’s 2014 Stock Incentive Plan, the affirmative vote of a majority of the votes cast on the proposal by the holders of the Class A Common Stock and Class B Common Stock as one class and, in addition, the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock will be required for approval. Since abstentions are treated for these purposes as votes cast on the proposal, abstentions will effectively count as votes against the Company’s 2014 Stock Incentive Plan. As described in further detail in this Proxy Statement, under the Company’s Amended and Restated Articles of Incorporation, approval of the holders of Class B Common Stock is required in order to issue shares of Class B Common Stock under the Company’s 2014 Stock Incentive Plan. A vote in favor of approval of the Company’s 2014 Stock Incentive Plan by the holders of Class B Common Stock will be deemed to constitute a vote in favor of approval of the plan and the approval required by the Company’s Amended and Restated Articles of Incorporation of the issuance of the shares of Class B Common Stock pursuant to options and restricted stock awards granted under the plan. Accordingly, a holder of Class B Common Stock should only vote in favor of the Company’s 2014 Stock Incentive Plan if the holder wishes to approve the plan and to approve the issuance of the shares of Class B Common Stock pursuant to options and restricted stock awards granted under the plan.
If my shares are held in street name, will my broker, bank or other nominee vote my shares for me? What are broker non-votes?
No. If you hold your shares in street name, your broker, bank or other nominee may only vote your shares in its discretion on routine“routine matters. The” Neither the proposal relating to the election of directors nor the proposal to approve the Company’s 2014 Stock Incentive Plan is not considered a routine matter. As a result,“routine matter” under applicable rules and regulations. Accordingly, your broker, bank or other nominee will not have discretion to vote your shares at the Annual Meeting if you fail todo not provide voting instructions.
What are broker non-votes?
Broker non-votes occur when a broker, bank or other nominee has discretion to vote on one or more proposals at a meeting but does not have discretion to vote on other matters at the meeting. Because brokers, banks and other nominees will not have discretion to vote on any items of business at the Annual Meeting if they have not received voting instructions from their clients, there will not be broker non-votes on the election of directors or any other matter which may be presented or acted upon at the Annual Meeting.
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Are there any other matters to be acted upon at the Annual Meeting?
The Company does not know of any other matters to be presented or acted upon at the Annual Meeting. If any other matter is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.
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CORPORATE GOVERNANCE
Pursuant to the Company’s Bylaws and the Florida Business Corporation Act,law, the Company’s business and affairs are managed under the direction of the Board of Directors. Directors are kept informed of the Company’s business through discussions with management, including the Company’s Chief Executive Officer and other senior officers, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.
Determination of Director Independence
The fullCompany’s Board of Directors undertook a review of each director’s independence on March 7, 2011. Based on its review, the Boardhas determined that D. Keith Cobb,Darwin Dornbush, Oscar Holzmann, Alan J. Levy, Joel Levy, William Nicholson and Neil Sterling, who together comprise a majority of the Board, are “independent,” as such term is defined under applicable rules and regulations relating to theindependent. For purposes of making its independence of directors. Although the Company’s Class A Stock is no longer listed on NYSE Arca,determinations, the Board of Directors continued to useused the definition of “independence” set forth in the listing standards of NYSE Arca for purposes ofthe New York Stock Exchange (the “NYSE”). In making its independence determinations. With respect to eachdeterminations, the Board of the directors determined to be independent, the BoardDirectors specifically discussed and considered the following relationships described below, each of which the Board determined did not constitute a material relationship that would impair the director’s independence:independence.
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Mr. Cobb serves on the Boards of Directors of BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”) and BankAtlantic, BankAtlantic Bancorp’s bank subsidiary. Mr. Cobb is also a member of the Audit Committee of the Board of Directors of BankAtlantic Bancorp. The Company owns shares of BankAtlantic Bancorp’s Class A Common Stock and Class B Common Stock representing approximately 71% of BankAtlantic Bancorp’s total voting power. In addition, Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, serves as Chairman and Chief Executive Officer of BankAtlantic Bancorp and Chairman of BankAtlantic; John E. Abdo serves as Vice Chairman of each of the Company, BankAtlantic Bancorp and BankAtlantic; and Jarett S. Levan, Executive Vice President of the Company and a member of the


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Company’s Board of Directors, serves as President and as a director of BankAtlantic Bancorp and as Chief Executive Officer and President of BankAtlantic.
• Mr. Cobb is also a member of the Board of Directors of the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship. Alan B. Levan is a Trustee of Nova Southeastern University and the Chairman of its Finance Committee. Additionally, in 2008 and 2010, BankAtlantic and its affiliated entities together made donations of $32,500 and $1,000, respectively, to the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship. No such donations were made in 2009.
• Messrs. Cobb and Alan Levy serve as members of Broward Workshop with Messrs. Alan Levan, Abdo and Jarett Levan. In addition, Mr. Alan Levy serves on the Board of Directors of the Fort Lauderdale Museum of Art with Mr. Jarett Levan.
• Each of Mr. Alan Levy and Great American Farms, Inc., a corporation of which Mr. Alan Levy is the President and Chief Executive Officer, Mr. Joel Levy and an entity in which he owns an approximate 5% interest, and Mr. Holzmann have a banking relationship with BankAtlantic in the ordinary course of BankAtlantic’s business.
  • With respect to Mr. Dornbush, the Board of Directors considered that he served as a member of the Board of Directors of Benihana Inc. (“Benihana”) from 2009 through January 2012. The Company had a significant investment in Benihana until August 2012 when Benihana was acquired by Safflower Holdings Corp. (“Safflower”). In addition, prior to the completion of that transaction, Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, and John E. Abdo, the Company’s Vice Chairman, served as members of Benihana’s Board of Directors.
•
  • With respect to Mr. Holzmann, the Board of Directors considered that his daughter was an employee of KPMG LLP from February 2010 until October 2012. During October 2013, Renin Holdings LLC, a joint venture entity currently owned approximately 19% by the Company and 81% by BBX Capital Corporation (“BBX Capital”), through newly formed acquisition subsidiaries, acquired substantially all of the assets of Renin Corp. BBX Capital subsequently engaged KPMG LLP to audit the historical financial statements of Renin Corp. and its consolidated subsidiaries. The Company owns an approximately 52% equity interest and 72% voting interest in BBX Capital. In addition, Mr. Alan Levan serves as Chairman and Chief Executive Officer of BBX Capital, Mr. Abdo serves as Vice Chairman of BBX Capital, Jarett S. Levan, a director and Executive Vice President of the Company, is a director and President of BBX Capital, Seth M. Wise, a director and Executive Vice President of the Company, is a director of BBX Capital, and John K. Grelle serves as Executive Vice President and Chief Financial Officer of each of the Company and BBX Capital.
•
  • Mr. Alan Levy serves on the Ambassadors Board of Nova Southeastern University with Mr. Jarett Levan and Mr. Wise. In addition, Mr. Alan Levan is a Trustee of Nova Southeastern University and the Chairman of its Finance Committee. Mr. Alan Levy also serves on the Boards of Directors of the Fort Lauderdale Museum of Art, the Community Foundation of Broward, and Business for the Arts of Broward with Mr. Jarett Levan, and as a member of the Broward Workshop with Mr. Alan Levan, Mr. Abdo and Mr. Jarett Levan.
Committees of the Board of Directors and Meeting Attendance
The Board of Directors has established Audit, Compensation and Nominating/Corporate Governance Committees. The Board has adopted a written charter for each of these three committees and Corporate Governance Guidelines that address themake-up and functioning of the Board. The Board has also adopted a Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers and employees. The committee charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics are posted in the “Investor Relations” section of the Company’s website atwww.bfcfinancial.com, and each is available in print, without charge, to shareholders.
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The Board met eleven16 times during 2010.2013. Each current member of the Board of Directors attended at least 75% of the meetings of the Board and committees on which he served.served during 2013. In addition, eightfive of the Company’s eleven directorsten members of the Board of Directors attended the Company’s 20102013 Annual Meeting of Shareholders, although the Company has no formal policy requiring them to do so.
The Audit Committee
Joel Levy, Chairman, Oscar Holzmann and William Nicholson serve as the members of the Audit Committee. The Board has determined that each of Messrs. Joel Levy, Holzmann and Nicholson is “financially literate” and “independent,” within the meaning of the NYSE Arca listing standards of the NYSE and applicable Securities and Exchange Commission (“SEC”) rules and regulations, and that each of Messrs. Joel Levy and Holzmann is qualified as an “audit committee financial expert,” as defined under Item 407 ofRegulation S-K promulgated by the SEC. The Audit Committee met twelveeight times during 20102013 and its members also held various informal conference calls and meetings as a committee.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. Additionally, the Audit Committee assists Board oversight of: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualifications, performance and independence of the Company’s independent auditor; and (iv) the performance of the Company’s internal audit function. In connection with these oversight functions, the Audit Committee receives reports from, and meets with, the Company’s internal audit group, management and independent auditor. The Audit Committee receives information concerning the Company’s internal control over financial reporting and any deficiencies in such control and has adopted a complaint monitoring procedure that enables confidential and anonymous reporting to the Audit Committee of concerns regarding questionable accounting or auditing matters. A report from the Audit Committee is included in this Proxy Statement on page 23.33.


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The Compensation Committee
From January 2013 through April 2013, the Compensation Committee was comprised of Neil Sterling, Chairman, D. Keith Cobb and William Nicholson serve asNicholson. Mr. Cobb resigned from the membersCompany’s Board of Directors during April 2013, and Darwin Dornbush was subsequently appointed to the Compensation Committee. EachMessrs. Sterling, Nicholson and Dornbush continue to serve on the Compensation Committee. The Compensation Committee met seven times during 2013.
The Board has determined that each of Messrs. Sterling, CobbNicholson and NicholsonDornbush is “independent,” within the meaning of the NYSE Arca listing standards of the NYSE, including the additional independence requirements set forth therein pertaining to Compensation Committee members, and each is a “Non-Employee Director,” as defined inRule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), and an “outside director,” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). The Compensation Committee met three times during 2010.
The Compensation Committee provides assistance to the Board in fulfilling its responsibilities relating to the compensation of the Company’s executive officers. It reviews and determines the compensation of the Chief Executive Officer and determines, or makes recommendations with respect to, the compensation of the Company’s other executive officers. The Compensation Committee also administers the Company’s equity-based compensation plans. Pursuant to its charter, the Compensation Committee has the authority to retain consultants to assist the Compensation Committee in its evaluation of executive compensation, as well as the sole authority to approve any such consultant’s fees and retention terms.
Section 162(m) of the Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to its chief executive officer and other employees (other than its chief financial officer) whose compensation is required to be reported to shareholders under the Exchange Act and the rules and regulations promulgated by the SEC thereunder. However, the statute exempts qualifying “performance-based compensation” from the deduction limit if certain requirements are met. The Compensation Committee believes that it is generally in the Company’s best interest to attempt to structure performance-based compensation, including stock options, performance-based restricted stock awards and annual bonuses, to executive officers who may be subject to Section 162(m) in a manner that
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satisfies the statute’s requirements. However, the Compensation Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet Section 162(m) standards to assist the Company in its efforts to meet its overall objectives, even if the Company may not deduct all of the compensation. Accordingly, the Compensation Committee has approved and may in the future approve compensation arrangements for the Company’s executive officers that are not fully deductible. The compensation paid for the year ended December 31, 2013 pursuant to the employment agreements between the Company and its executive officers does not constitute “performance-based compensation” exempt from the $1,000,000 deduction limit of Section 162(m).
The Nominating/Corporate Governance Committee
From January 1, 2010 through December 15, 2010, the date of the Company’s 2010 Annual Meeting of Shareholders, James Blosser, Chairman, Oscar Holzmann, Chairman, Neil Sterling and Alan J. Levy servedserve as the members of the Nominating/Corporate Governance Committee. Prior to the Company’s 2010 Annual Meeting of Shareholders, theThe Board of Directorshas determined that while each of its members has provided important and valuable contributions, it would be more efficient if the Board was comprised of fewer members. In addition, James Blosser and William Scherer expressed to the Board their interest in pursuing other business ventures and activities. As a result, it was mutually agreed that Messrs. Blosser and Scherer would not stand for re-election at the Company’s 2010 Annual Meeting of Shareholders. Accordingly, Mr. Blosser’s service on the Board and the Nominating/Corporate Governance Committee, and Mr. Scherer’s service on the Board, ceased effective as of December 15, 2010. Mr. Holzmann was thereafter appointed to succeed Mr. Blosser as Chairman of the Nominating/Corporate Governance Committee, and Neil Sterling was appointed to serve as a member of the Nominating/Corporate Governance Committee. Each of Messrs. Holzmann, Sterling and Alan Levy and Sterling is and Mr. Blosser was, considered to be “independent” within the meaning of the NYSE Arca listing standards.standards of the NYSE. The Nominating/Corporate Governance Committee met two times during 2013. The Nominating/Corporate Governance Committee is responsible forfor: (i) assisting the Board in identifying individuals qualified to become directors,directors; (ii) making recommendations of candidates for directorships,directorships; (iii) developing and recommending to the Board a set of corporate governance principles for the Company,Company; (iv) overseeing the evaluation of the Board and management,management; (v) overseeing the selection, composition and evaluation of Board committeescommittees; and (vi) overseeing the management continuity and succession planning process. The Nominating/Corporate Governance Committee met four times during 2010.
The Nominating/Corporate Governance Committee reviews, following the end of the Company’s fiscal year, the composition of the Board of Directors and the ability of its current members to continue effectively as directors for the upcoming fiscal year. In the ordinary course, absent special circumstances or a change in the criteria for Board membership, the Nominating/Corporate Governance Committee will re-nominate incumbent directors who continue to be qualified for Board service and are willing to continue as directors. If the Nominating/Corporate Governance Committee thinks it is in the Company’s best interest to nominate a new individual for director, or fill a vacancy on the Board which may exist from time to time, the Nominating/Corporate Governance Committee will seek out potential candidates for Board appointments who meet the criteria for selection as a nominee and have the specific qualities or skills being sought as follows. Generally, the Nominating/Corporate Governance Committee will identify candidates for directorships through the business and other organization networks of the directors and management. Candidates for director will be selected on the basis of the contributions the Nominating/Corporate Governance Committee believes that those candidates can make to the Board and to management and on such other qualifications and factors as the Nominating/Corporate Governance Committee considers appropriate. Board candidates should have a reputation for honesty and integrity, strength of character, mature judgment and experience in positions with a high degree of responsibility. In addition to reviewing a candidate’s background and accomplishments, candidates for director are reviewed in the context of the current composition of the Board and the evolving needs of the Company. While the Board does not have a formal diversity policy and the Nominating/Corporate Governance Committee does not follow any ratio or formula with respect to diversity in


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order to determine the appropriate composition of the Board, the Board prefers a mix of background and experience among its members. Accordingly, pursuant to the Company’s Corporate Governance Guidelines, the Nominating/Corporate Governance Committee, when assessing potential new directors, seeks individuals from diverse professional backgrounds who provide a broad range of skills, experience and expertise relevant to the Company’s business. The goal of this process is to assemble a group of Board members with deep, varied experience, sound judgment, and commitment to the Company’s success. The Company also requires that its Board members be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and applicable committee meetings. If the Nominating/Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend the candidate’s election to the full Board.
Under the Company’s Bylaws, nominations for directors may be made only by or at the direction of the Board of Directors, or by a shareholder entitled to vote who delivers written notice (along with certain additional information specified in the Company’s Bylaws) not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders. However, if the date of the Company’s annual meeting of shareholders changes by more than 30 days from the date of the preceding
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year’s annual meeting of shareholders, written notice of a director nomination must be received by the Company within ten days after the Company first mails notice of or publicly discloses the date of the annual meeting of shareholders. For the Company’s 20122015 Annual Meeting of Shareholders, the Company must receive shareholder notice of a director nomination (i) between January 18February 12, 2015 and February 17, 2012March 14, 2015 or (ii) if the Company’s 20122015 Annual Meeting of Shareholders is held prior to April 17more than 30 days before or after June 16, 2012,12, 2015, within ten days after the Company first mails notice of or publicly discloses the date of the meeting.
Investment Committee
In addition to the Audit, Compensation and Nominating/Corporate Governance Committees, the Board has also established an Investment Committee. D. Keith Cobb, Chairman, Alan B. Levan, John E. Abdo, Darwin Dornbush, Joel Levy and Seth M. Wise currently serve as the members of the Investment Committee. The Investment Committee assists the Board in supervising and overseeing the management of the Company’s investments in capital assets. Alan B. Levan, John E. Abdo, Jarett S. Levan and Seth M. Wise currently serve as the members of the Investment Committee. D. Keith Cobb also served as a member of the Investment Committee until his resignation from the Board during April 2013. The Investment Committee met two18 times during 2010.2013.
Leadership Structure
The business of the Company is managed under the direction of the Board, which is elected by the Company’s shareholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director believes to be the best interests of the Company and its shareholders. The Board’s current leadership structure combines the position of Chairman and Chief Executive Officer, and Alan B. Levan has held this dual position since 1978. The Company believes that the combination of these two positions has been an appropriate and suitable structure for the Board’s function and efficiency, as Mr. Levan serves as the direct link between senior management and the Board. Further, as the founder of the I.R.E. Group (predecessor to the Company) in 1972 and the Chairman, Chief Executive Officer and President of the Company for over 3035 years, Mr. Levan is in a position to provide critical insight to the Board and feedback to senior management through his long-term relationships and understanding of the Company’s business and prospects.
Risk Oversight
The Board is responsible for overseeing management and the business and affairs of the Company, which includes the oversight of risk. In exercising its oversight, the Board has allocated some areas of focus to its committees and has retained areas of focus for itself. Pursuant to its charter, the Audit Committee is responsible for assuringefforts to assure that the Board is provided the information and resources to assess management’s handling of the Company’s approach to risk management. The Audit Committee also has oversight responsibility for the Company’s financial risk (such as accounting, finance, internal control and tax strategy), and the Audit Committee or the full Board receives and reviews, as appropriate, the reports of the Company’s internal audit group regarding the results of its annual Company-wide risk assessment and internal audit plan. Reports of all internal audits are provided to the Audit Committee. The Compensation Committee oversees compliance with the Company’s


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executive compensation plans and related laws and policies. The Nominating/Corporate Governance Committee oversees compliance with governance-related laws and policies, including the Company’s Corporate Governance Guidelines. The Board as a whole has responsibility for overseeing management’s handling of the Company’s strategic and operational risks. Throughout the year, senior management reports to the Board the risks that it believes may be material to the Company, including those disclosed in the Company’s quarterly and annual reports filed with the SEC. The goal of these processes is to achieve serious and thoughtful Board-level attention to the nature of the material risks faced by the Company and the adequacy of the Company’s risk management processes and systems. While the Board recognizes that the risks which the Company faces are not static, and that it is not possible to identify or mitigate all risk and uncertainty all of the time, the Board believes that the Company’s approach to managing its risks provides the Board with the proper foundation and oversight perspective with respect to management of the material risks facing the Company.
Executive Sessions of Non-Management Directors
During 2010,2013, the Company’s non-management directors met twicetwo times in executive sessions of the Board in which management directors and other members of management did not participate. Neil Sterling
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was the presiding director for these sessions. The non-management directors have scheduled regular meetings in March and September of each year and may schedule additional meetings without management present as they determine to be necessary.determine.
Communications with the Board of Directors and Non-Management Directors
Interested parties who wish to communicate with the Board of Directors, any individual director or the non-management directors as a group can write to the Company’s Secretary at BFC Financial Corporation, 2100 West Cypress Creek Road,the Company’s principal executive offices at 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33309.33301. If the person submitting the letter is a shareholder, the letter should include a statement indicating such. Depending on the subject matter, the Company will:
•
• forward the letter to the director or directors to whom it is addressed;
• attempt to handle the inquiry directly if it relates to routine or ministerial matters, including requests for information; or
• not forward the letter if it is primarily commercial in nature or if it is determined to relate to an improper or irrelevant topic.
  • forward the letter to the director or directors to whom it is addressed;
•
  • attempt to handle the inquiry directly if it relates to routine or ministerial matters, including requests for information; or
•
  • not forward the letter if it is primarily commercial in nature or if it is determined to relate to an improper or irrelevant topic.
A member of management will, at each meeting of the Board, present a summary of all letters received since the last meeting that were not forwarded to the Board and will make those letters available to the Board upon request.
Code of Ethics
The Company has a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available on the Company’s website atwww.bfcfinancial.com. The Company will post amendments to or waivers from the Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer) on its website.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the copies of the forms furnished to the Company and written representations that no other reports were required, the Company believes that all filing requirements under Section 16(a) of the Exchange Act applicable to its officers, directors and greater than 10% beneficial owners were complied with on a timely basis during the year ended December 31, 2010.2013.


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9
PROPOSAL FORNO. 1 — ELECTION OF DIRECTORS
The Company’s Bylaws currently provide that the Board of Directors shall consist of no less than three and noor more than fifteen directors.directors, and for each director to serve for a term expiring at the Company’s next annual meeting of shareholders. The specific number of directors is set from time to time by resolution of the Board. Prior to September 21, 2009, theThe Board was divided into three classes, each of which had a three-year term expiringDirectors currently consists of ten directors. As described in annual succession. On September 21, 2009,further detail under “Certain Relationships and Related Transactions” below, the Company consummated itsand BBX Capital have entered into a merger with Woodbridge Holdings Corporation (“Woodbridge”), pursuantagreement which provides for BBX Capital to which Woodbridgebe merged with and into a wholly ownedwholly-owned subsidiary of the Company (the “Woodbridge Merger”). In connection withCompany. The Company’s Board of Directors has approved an amendment to the Company’s Bylaws which, subject to and effective upon consummation of the Woodbridge Merger,merger, would increase the Company’s Bylaws were amendedmaximum size of the Board of Directors from fifteen directors to among other things, provide that each director elected ortwenty directors. In addition, the Company has agreed to cause the directors of BBX Capital who are not also directors of the Company to be appointed to the Company’s Board on or after September 21, 2009 will serve for a term expiringof Directors at the effective time of the merger. The directors of BBX Capital who are so appointed to the Company’s Board of Directors would be subject to re-election at the Company’s next annual meeting of shareholders.
The Board currently consists of: (i) eight directors who were re-electedshareholders to the Board at the Company’s 2010 Annual Meeting of Shareholdersextent they are nominated for and wish to servestand for terms expiring at the Annual Meeting; (ii) two directors who were re-elected to the Board at the Company’s 2008 Annual Meeting of Shareholders to serve for three-year terms expiring at the Annual Meeting; and (iii) one director who was re-elected to the Board at the Company’s 2009 Annual Meeting of Shareholders (which was held prior to the consummation of the Woodbridge Merger) to serve for a three-year term expiring at the Company’s 2012 Annual Meeting of Shareholders.
re-election.
All ten of the Company’s incumbent directors whose terms are expiring at the Annual Meeting have been nominated for re-election at the Annual Meeting to serve for a term expiring at the Company’s 20122015 Annual Meeting of Shareholders. Each of the ten director nominees was recommended for election by the Nominating/Corporate Governance Committee and has consented to serve for his term. If any director nominee should become unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Except as otherwise indicated, no director nominee or director continuing in office has had any change in principal occupation or employment during the past five years.
Directors Standing for Election
for Terms Expiring at the Company’s 20122015 Annual Meeting of Shareholders
ALAN B. LEVAN
 
ALAN B. LEVANDirector since 1978
Alan B. Levan,, age 66,69, formed the I.R.E. Group (predecessor to the Company) in 1972. Since 1978, he has been Chairman, of the Board, President and Chief Executive Officer and President of the Company or its predecessors. Since 1994, he has been Chairman of the Board and Chief Executive Officer of BankAtlantic BancorpBBX Capital, and since 1987, he has served as Chairman of the Board of BankAtlantic.BankAtlantic, BBX Capital’s former banking subsidiary, from 1987 until July 2012 when BankAtlantic was sold to BB&T Corporation (“BB&T”). Since 2002, Mr. Levan has also served as Chairman of the Board of Bluegreen Corporation (“Bluegreen”), which was a New York Stock Exchangepublicly traded company with common stock listed companyon the NYSE until April 2013 when Woodbridge Holdings, LLC (“Woodbridge”) acquired all of the shares of Bluegreen’s common stock not previously owned by Woodbridge in whicha cash merger transaction (the “Woodbridge-Bluegreen Merger”). The Company and BBX Capital currently own 54% and 46%, respectively, of Woodbridge’s outstanding membership interests. Prior to the Woodbridge-Bluegreen Merger, the Company, currently owns anindirectly through Woodbridge, which was a wholly-owned subsidiary of the Company at that time, owned approximately 52% voting interest (“Bluegreen”), and since June 2009, he has54% of Bluegreen’s outstanding common stock. Mr. Levan also served as a director of Benihana Inc., a NASDAQ listed company in which the Company holds a significant investment (“Benihana”). Hefrom June 2009 until August 2012, when Benihana was acquired by Safflower, and as Chairman of the Board and Chief Executive Officer of Woodbridge Holdings Corporation from 1985 until the consummationSeptember 2009, when it merged with and into Woodbridge Holdings, LLC (the “Woodbridge Merger”). The Company’s Board of the Woodbridge Merger in September 2009. The BoardDirectors believes that Mr. Levan is a strong operating executive and that his proven leadership skills enhance the Board and the Company. The Board also believes that Mr. Levan’s management and directorship positions at the Company BankAtlantic Bancorp and BankAtlantic and his directorship positions at Bluegreen and Benihanaits subsidiaries provide the Board with critical insight regarding the business and prospects of each company.the organization. Alan B. Levan is the father of Jarett S. Levan.
JOHN E. ABDO
JOHN E. ABDODirector since 1988
 Director since 1988
John E. Abdo,, age 67,70, has served as Vice Chairman of the Board of the Company since 1993.1993 and Vice Chairman of BBX Capital since 1994. He has beenwas also Vice Chairman of the Board of BankAtlantic sinceand Chairman of its Executive Committee from April 1987 Chairman of the Executive Committee of BankAtlantic sinceand October 1985, and Vice Chairman of the Board ofrespectively, until July 2012 when BankAtlantic Bancorp since 1994.was sold to BB&T. Mr. Abdo has served on the Board of Directors of Benihana since 1990 and currently serves as its Vice Chairman. He has also served as Vice Chairman of the Board of Bluegreen since 2002. He served on the Board of Directors of Benihana from 1990, including service as Vice Chairman, until
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August 2012 when Benihana was acquired by Safflower. Mr. Abdo is also President of Abdo Companies, Inc., a member of the Board of Directors of the Performing Arts Center Authority (PACA)(“PACA”) and former President and current director and Chairman of the Finance Committee of the Broward Performing Arts Foundation. Mr. Abdo served as Vice


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Chairman of Woodbridge Holdings Corporation from 2001 until the consummation of the Woodbridge Merger during September 2009. The Company’s Board of Directors believes that it benefits from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive knowledgeexperience as part of the Florida business community and the business and affairs of the Company BankAtlantic Bancorp, BankAtlantic, Bluegreen and Benihana,its subsidiaries based on his long history of service on behalf of those entities.service. The Board also believes that Mr. Abdo’s real estate background provides additional knowledge and perspective to the Board.
DARWIN DORNBUSH
DARWIN DORNBUSHDirector since 2009
 Director since 2009
Darwin Dornbush,, age 81,84, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge Holdings Corporation since 2003. Mr. Dornbush has been a partner in the law firm of Dornbush Schaeffer Strongin & Venaglia, LLP since 1964. He also served as Secretary of Cantel Medical Corp., a healthcare company, until 2010 and as a director of that company until 2009. In addition, during February 2009, Mr. Dornbush rejoinedserved as a member of the Board of Directors of Benihana after serving as a director of Benihana from 1995 through 2005.2005 and again from 2009 through January 2012. From 1983 until 2008, he served as Secretary of Benihana and its predecessor. The Company’s Board of Directors believes that it benefits from Mr. Dornbush’s experience in legal and business matters gained from his career as a practicing attorney and his previous and current memberships on public company boards.
OSCAR HOLZMANN
OSCAR HOLZMANNDirector since 2002
 Director since 2002
Oscar Holzmann,, age 68,71, has been an Associate Professor of Accounting at the University of Miami School of Business since 1980. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974. The Company’s Board of Directors believes that Mr. Holzmann’s background gives him a unique perspective and position to contribute to the Board. His accounting and financial knowledge also make him a valuable member of the Company’s Audit Committee.
JARETT S. LEVAN
JARETT S. LEVANDirector since 2009
 Director since 2009
Jarett S. Levan,, age 37,40, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger and was appointed to serve as Executive Vice President of the Company during April 2011. He is the President and a director of BankAtlantic Bancorp andBBX Capital. He served as the Chief Executive Officer and President of BankAtlantic and has served in various capacities atuntil July 2012 when BankAtlantic includingwas sold to BB&T. Mr. Levan also serves as Executive Vice PresidentChairman of Business for the Arts of Broward and Chief Marketing Officer; President, Alternative Delivery; President, BankAtlantic.com; and Manager of Investor Relations. He joined BankAtlantic as an attorney in the Legal Department in January 1998. He also serves as a director of the Broward Center for the Performing Arts, the Fort Lauderdale Museum of Art, the MuseumCommunity Foundation of Discovery and Science (Fort Lauderdale),Broward, the Greater Fort Lauderdale Alliance, the Broward AllianceWorkshop and the Broward Workshop.County Cultural Council. The Company’s Board of Directors believes that Mr. Levan’s operating and management experience, including his executive and directorshipdirector positions at BankAtlantic BancorpBBX Capital and BankAtlanticother affiliates and subsidiaries, allow him to provide insight to the Board with respect to the Company’s business and affairs of those entities as well as the industry in general.affairs. Jarett S. Levan is the son of Alan B. Levan.
ALAN J. LEVY
ALAN J. LEVYDirector since 2009
 Director since 2009
Alan J. Levy,, age 71,74, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge Holdings Corporation since 2005. Mr. Levy is the founder and, since 1980, has served as the President and Chief Executive Officer of Great American Farms, Inc., an agricultural company involved in the farming, marketing and distribution of a variety of fresh fruits and vegetables. The Company’s Board of Directors believes that Mr. Levy’s leadership skills and business experience gained from his service as the President and Chief Executive Officer of Great American Farms enhances the Board.
JOEL LEVY
JOEL LEVYDirector since 2009
 Director since 2009
Joel Levy,age 71,74, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge Holdings Corporation since 2003. Mr. Levy is currently the Vice Chairman of Adler Group,
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Inc., a commercial real estate company, and he served as President and Chief Operating Officer of Adler Group from 1984 through 2007. Mr. Levy also serves as President and Chief Executive Officer of JLRE Consulting, Inc. Mr. Levy is a Certified Public Accountant with vast


9

experience in public accounting. The Company’s Board of Directors believes that Mr. Levy’s experience relating to the real estate industry gained from his executive positions at Adler Group and JLRE Consulting and his previous directorship at Woodbridge Holdings Corporation provide meaningful insight to the Board and that, based on his finance and accounting background, Mr. Levy makes important contributions to the Company’s Audit Committee.
WILLIAM NICHOLSON
WILLIAM NICHOLSONDirector since 2009
 Director since 2009
William Nicholson,, age 65,68, was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge Holdings Corporation since 2003. Since May 2010, Mr. Nicholson has served as a principal of Heritage Capital Group, an investment banking firm. He also served as a principal of Heritage Capital Group from December 2003 through March 2009. In addition, since 2004, Mr. Nicholson has served as President of WRN Financial Corporation and, since 2008, he has been a principal with EXP Loan Services LLC.Corporation. He was also the Managing Director of BSE Management, LLC from March 2009 through April 2010. The Company’s Board of Directors believes that, because of Mr. Nicholson’s extensive knowledge of the capital and financial markets and broad experience working with the investment community, Mr. Nicholson can provideprovides important insight to the Board on financial issues.
NEIL STERLING
NEIL STERLINGDirector since 2003
 Director since 2003
Neil Sterling,age 59,62, has been the principal of The Sterling Resources Group, Inc., a business development consulting firm, since 1998. He is also the principal of SRG Technology, LLC, a software development and sales company, and New River Consulting Group, LLC, a business development consulting firm. As a successful business consultant and executive, the Company’s Board of Directors believes that Mr. Sterling brings strategic insight to the Board, both with respect to the Company’s business and investments as well as emerging business models.
SETH M. WISE
SETH M. WISEDirector since 2009
 Director since 2009
Seth M. Wise,, age 41,44, has served as a director and Executive Vice President of the Company since September 2009 when he was appointed to such positions in connection with the consummation of the Woodbridge MergerMerger. Mr. Wise was appointed to serve as Executive Vice President of BBX Capital during September 2009.August 2012. Since July 2005, Mr. Wise has served as President of Woodbridge (including its predecessor, Woodbridge Holdings Corporation) after serving as its Executive Vice President since September 2003. At the request of Woodbridge Holdings Corporation, Mr. Wise served as President of Levitt and Sons, LLC, the former wholly owned homebuilding subsidiary of Woodbridge Holdings Corporation, prior to its filing for bankruptcy on November 9, 2007. He also previously was Vice President of Abdo Companies, Inc. The Company’s Board of Directors believes that Mr. Wise’s real estate-related experience and background inenhance the Board’s knowledge with respect to the real estate industry gained from his executive positions at Woodbridge and Abdo Companies enhance the Board’s knowledge and insight relating to the Company’s operations and the real estate industry.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.
Director Continuing in Office for a Term
Expiring at the Company’s 2012 Annual Meeting of Shareholders
D. KEITH COBBDirector since 2004
In addition to the ten nominees for director listed above, D. Keith Cobb, who was most recently re-elected to the Board at the Company’s 2009 Annual Meeting of Shareholders to serve for a three-year term expiring at the Company’s 2012 Annual Meeting of Shareholders, also currently serves on the Board of Directors. Mr. Cobb, age 70, has served as a business consultant and strategic advisor to a number of companies since 1996. In addition, Mr. Cobb completed a six-year term on the Board of the Federal Reserve Bank of Miami in 2002. Mr. Cobb spent thirty-two years as a practicing Certified Public Accountant at KPMG LLP, and was Vice Chairman and Chief Executive Officer of Alamo Rent A Car, Inc. from 1995 until its sale in 1996. Mr. Cobb has served on the Board of Directors of BankAtlantic Bancorp since 2003 and the Board of Directors of Alliance Data Systems Corporation since 2004. He also served on the Board of Directors of RHR International, Inc. from 1998 through 2008. The Board believes that it benefits from Mr. Cobb’s extensive banking, financial and Board service background and that


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Mr. Cobbthe insight he brings insight to the Board with respect to the Company’s, business, financial conditionBBX Capital’s and strategic development.Woodbridge’s operations based on his executive positions at those companies.
The Board of Directors Unanimously Recommends that Shareholders
Vote “For” the Election of Each of the Director Nominees.
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IDENTIFICATION OF EXECUTIVE OFFICERS
The following individuals are executive officers of the Company:
 
​Name​​Position​
Name
​
Position
Alan B. Levan​​Chairman, of the Board, Chief Executive Officer and President​
​John E. Abdo​​Vice Chairman of the Board​
​Jarett S. Levan​​Executive Vice President and Director​
​Seth M. Wise​​Executive Vice President and Director​
​John K. Grelle​​Executive Vice President, and Chief Financial Officer,
Maria R. SchekerChief Accounting Officer and Chief Risk Officer​
​​​​
All executive officers serve until they resign or are replaced or removed by the Board of Directors.
The following additional Biographical information is provided for each of the Company’s executive officers shown above who are not directorsother than Mr. Grelle is set forth in “Proposal No. 1 — Election of the Company:Directors” above.
John K. Grelle,, age 67,70, joined the Company as acting Chief Financial Officer onduring January 11, 2008 and was appointed Executive Vice President and Chief Financial Officer of the Company on May 20, 2008. Fromduring May 2008, until the consummation of the Woodbridge MergerChief Risk Officer during September 2009,2011 and Chief Accounting Officer during November 2012. Mr. Grelle has also served as Chief Financial Officer of BBX Capital since August 2012. In addition, Mr. Grelle served as Executive Vice President, Chief Financial Officer and principal accounting officer of Woodbridge. Prior to joiningWoodbridge (including its predecessor, Woodbridge Holdings Corporation) from May 2008 until the Company,consummation of the Woodbridge Merger during September 2009. Mr. Grelle served as a Partner of Tatum, LLC, an executive services firm.firm, from October 2007 until January 2008 when he joined the Company. From 2003 through October 2007, when Mr. Grelle joined Tatum, LLC, Mr. Grelle was the founder and principal of a business formation and strategic development consulting firm. From 1996 through 2003, Mr. Grelle served as Senior Vice President and Chief Financial Officer of ULLICO Inc. and, from 1993 through 1995, he served as Managing Director of DCG Consulting. Mr. Grelle has also been employed in various other executive and financial positions throughout his career, including Chairman and Chief Executive Officer of Old American Insurance Company; Controller of the Financial Services Division of American Can Company (later known as Primerica); Chairman, President and Chief Executive Officer of National Benefit Life, a subsidiary of Primerica; President of Bell National Life; Senior Vice President and Chief Financial Officer of American Health and Life; Controller of Sun Life America; and Director of Strategic Planning and Budgeting for ITT Hamilton Life. Mr. Grelle is a former member of the Board of Directors of the N.Y. Council of Life Insurers.
Maria R. Scheker, age 53, was appointed Chief Accounting Officer of the Company in April 2007. Ms. Scheker joined the Company in 1985 and has held various positions with the Company during this time, including Assistant Controller from 1993 through 2003. Ms. Scheker was appointed Controller of the Company in 2003 and Senior Vice President of the Company in March 2006. She has been a Certified Public Accountant in the State of Florida since 2003.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company may be deemed to be controlled by Alan B. Levan, and John E. Abdo,who serves as Chairman, Chief Executive Officer and President of the Company, and John E. Abdo, who serves as Vice Chairman of the Company, respectively, who collectivelyCompany. Together, Mr. Alan Levan and Mr. Abdo may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 72% of71% the Company’s total voting power. See “Security Ownership of Certain Beneficial Owners and Management” below for further information with respect to the share ownership of each of Messrs.Mr. Alan Levan and Mr. Abdo.
The Company may be deemed to beowns shares of BBX Capital’s Class A Common Stock and Class B Common Stock representing approximately 52% of the controlling shareholdertotal outstanding equity of BankAtlantic BancorpBBX Capital and Bluegreen. The Company also has a direct non-controlling interest in Benihana.72% of the total voting power of BBX Capital. Mr. Alan B. Levan and John E.Mr. Abdo are each executive officers and directors of BankAtlantic BancorpBBX Capital, and BankAtlantic,they served as executive officers and directors of Bluegreen and Benihana.BankAtlantic until July 2012 when BBX Capital sold BankAtlantic to BB&T. In addition, Jarett S. Levan, the son of Alan B. Levan, is an executive officer and director of the Company and BBX Capital, and he was an executive officer and director of BankAtlantic Bancorpuntil its sale to BB&T in July 2012. See the “Summary Compensation Table” below for information regarding the compensation paid to Mr. Alan Levan, Mr. Abdo and


11

BankAtlantic. Mr. Jarett Levan’s total compensation from BankAtlantic Bancorp and BankAtlantic was approximately $1,079,000 and $700,677 during the years ended December 31, 2009 and 2010, respectively. In addition, Mr. Jarett Levan received compensation from the Company totaling $12,500 and $54,808 during the years ended December 31, 2009 and 2010, respectively.
As previously discussed, on September 21, 2009, Woodbridge merged with a wholly owned subsidiary of the Company. In connection with the Woodbridge Merger, each outstanding share of Woodbridge’s Class A Common Stock, other than those held by shareholders of Woodbridge who exercised and perfected their appraisal rights under Florida law, converted into the right to receive 3.47 shares of the Company’s Class A Stock. Prior to the consummation of the Woodbridge Merger, the Company owned approximately 22% of Woodbridge’s Class A Common Stock and all of Woodbridge’s Class B Common Stock, representing approximately 59% of the total voting power of Woodbridge. Shares otherwise issuable to the Company attributable to the shares of Woodbridge’s Class A Common Stock and Class B Common Stock owned by the Company, were canceled in connectionBBX Capital (including BankAtlantic) and, with the Woodbridge Merger.respect to Mr. Alan B. Levan and John E.Mr. Abdo, served as Chairman and Chief Executive Officer of Woodbridge and Vice Chairman of Woodbridge, respectively, and John K. Grelle, the Company’s Executive Vice President and Chief Financial Officer, served as the Executive Vice President, Chief Financial Officer and principal accounting officer of Woodbridge. In addition, effective upon consummation of the Woodbridge Merger, Seth M. Wise, Woodbridge’s President, was appointed to serve as Executive Vice President of the Company, and each of Messrs. Wise and Jarett Levan, as well as the following six directors of Woodbridge who were not also directors of the Company — James Blosser, Darwin Dornbush, Alan J. Levy, Joel Levy, William Nicholson and William Scherer — were appointed to the Company’s Board of Directors.
The following table presents related party transactions relating to the shared service arrangements between the Company, BankAtlantic Bancorp and Bluegreen for the years ended December 31, 20102013 and 2009. Amounts related to BankAtlantic Bancorp2012. Further, Seth M. Wise, an executive officer and BankAtlantic for all periods, and Bluegreen afterdirector of the Company, acquired a controlling interest in Bluegreen during November 2009, were eliminated in consolidation.
               
    For the Year Ended December 31, 2010
      BankAtlantic
  
    BFC Bancorp Bluegreen
    (In thousands)
 
Shared service income (expense) (a)  2,565   (2,105)  (460)
Facilities cost and information technology (b)  (544)  484   60 
               
    For the Year Ended December 31, 2009
      BankAtlantic
  
    BFC Bancorp Bluegreen
    (In thousands)
 
Shared service income (expense) (a)  2,342   (1,805)  (537)
Facilities cost and information technology (b)  (553)  479   54 
(a)Pursuant to the termsand John K. Grelle, an executive officer of shared service agreements between the Company and BankAtlantic Bancorp, subsidiaries of the Company provide human resources, risk management, investor relations, executive office administration and other services to BankAtlantic Bancorp. Additionally, the Company provides certain risk management and administrative services to Bluegreen. The costs of shared services are allocated based upon the usage of the respective services.
(b)As part of the shared service arrangement, the Company pays BankAtlantic and Bluegreen for the cost of office facilities utilized by the Company and its shared service operations. The Company also pays BankAtlantic for information technology related services pursuant to a separate agreement. BankAtlantic received approximately $154,000 and $160,000 under the agreement during the years ended December 31, 2010 and 2009, respectively, which payments are included in the table above.
As of December 31, 2010 and 2009, the Company, had cash and cash equivalents accounts at BankAtlantic with balanceswere each appointed to serve as an executive officer of approximately $1.8 million and $20.9 million, respectively. These accounts were on the same general terms as deposits made by unaffiliated third parties. Additionally,BBX Capital during 2010 and 2009,2012. Mr. Wise’s total compensation from the Company had funds invested at BankAtlantic through the Certificate of Deposit Account Registry Service (“CDARS”) program, which


12

facilitates the placement of funds into certificates of deposits issued by other financial institutions in increments of less than the standard FDIC insurance maximum to insure that both principal and interest are eligibleBBX Capital was approximately $848,800 and $1,630,321, respectively, for full FDIC insurance coverage. During the year ended December 31, 2010, the Company had up to $7.7 million invested through the CDARS program at BankAtlantic, but the Company did not have any funds invested through this program at BankAtlantic as of December 31, 2010. During2013, and $1,917,854 and $2,370,571, respectively, for the year ended December 31, 2009,2012. Mr. Grelle received compensation from the Company had up to $49.9 million invested throughand BBX Capital totaling $330,660 and $320,000, respectively, for the CDARS program at BankAtlantic, and had $7.7 million invested through this program at BankAtlantic as ofyear ended December 31, 2009. 2013, and $724,698 and $170,654, respectively, for the year ended December 31, 2012.
The aggregateCompany and BBX Capital own 54% and 46%, respectively, of the outstanding equity interests in Woodbridge, which is the sole shareholder of Bluegreen as a result of the Woodbridge-Bluegreen Merger described below. Prior to the Woodbridge-Bluegreen Merger, the Company owned approximately 54% of
13
Bluegreen’s outstanding common stock indirectly through Woodbridge, which was a wholly-owned subsidiary of the Company at that time. In addition, Mr. Alan Levan and Mr. Abdo served, and continue to serve, as Chairman and Vice Chairman, respectively, of Bluegreen. The Company also had a direct non-controlling interest income recognizedin Benihana, and Mr. Alan Levan and Mr. Abdo served as directors of Benihana, in each case until August 2012 when Benihana was acquired by Safflower Holdings Corp.
On October 30, 2013, Renin Holdings LLC, a newly formed joint venture entity currently beneficially owned 81% by BBX Capital and 19% by the Company, through newly formed acquisition subsidiaries (Renin Holdings LLC and its acquisition subsidiaries are referred to collectively as the “Renin Purchasers”), acquired substantially all of the assets of Renin Corp. and its subsidiaries, manufacturers of interior closet doors, wall décor, hardware and fabricated glass products, for approximately $12.8 million in cash, net of $1.7 million distributed to Renin Holdings, LLC during February 2014 following the finalization of the working capital adjustment and indemnification obligations of Renin Corp. and its subsidiaries under the terms of the purchase agreement. Bluegreen funded approximately $9.4 million of the transaction consideration in a term loan and revolver facility to the Renin Purchasers. The balance of the transaction consideration was funded by the Company and BBX Capital pro rata in accordance with their percentage equity interests in Renin Holdings LLC. The loan made by Bluegreen to the Renin Purchasers includes a $3.0 million term loan and provides for additional borrowings of up to $9.0 million on a revolving basis ($6.4 million of which was drawn upon at the closing of the Renin acquisition), subject to the terms of a borrowing base specified in the loan. Amounts outstanding under the loan bear interest at a fixed rate of 7.25% per annum and are collateralized by substantially all of the assets acquired in the transaction. During the fourth quarter of 2013, the Renin Purchasers recognized $117,000 of interest expense on the loan. During April 2014, the maturity date of the loan was extended from April 30, 2014 to May 30, 2014.
On May 7, 2013, the Company, BBX Merger Sub, LLC, a wholly-owned acquisition subsidiary of the Company (“Merger Sub”), and BBX Capital entered into a merger agreement pursuant to which, subject to the terms and conditions of the agreement, BBX Capital will merge with and into Merger Sub, with Merger Sub continuing as the surviving company and a wholly-owned subsidiary of the Company. Under the terms of the merger agreement, BBX Capital’s shareholders (other than the Company and shareholders of BBX Capital who exercise and perfect their appraisal rights in accordance with Florida law) will be entitled to receive 5.39 shares of the Company’s Class A Common Stock in exchange for each share of BBX Capital’s Class A Common Stock that they hold at the effective time of the merger (the “Exchange Ratio”). Each option to acquire shares of BBX Capital’s Class A Common Stock that is outstanding at the effective time of the merger, whether or not then exercisable, will be converted into an option to acquire shares of the Company’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the merger, except that the number of shares which may be acquired upon exercise of the option will be multiplied by the Exchange Ratio and the exercise price of the option will be divided by the Exchange Ratio. In addition, each share of BBX Capital’s Class A Common Stock subject to a restricted stock award outstanding at the effective time of the merger will be converted into a restricted share of the Company’s Class A Common Stock and be subject to the same terms and conditions as in effect at the effective time of the merger, except that the number of shares subject to the award will be multiplied by the Exchange Ratio. While the merger was approved by the Company’s and BBX Capital’s respective shareholders on April 29, 2014, consummation of the merger remains subject to certain closing conditions, including, without limitation, the Company’s Class A Common Stock being approved for listing on a national securities exchange at the effective time of the merger, holders of not more than 10% of BBX Capital’s Common Stock exercising appraisal rights, and the absence of any “Material Adverse Effect” (as defined in the merger agreement) with respect to either the Company or BBX Capital. To the extent permitted by applicable law, the Board of Directors of either the Company or BBX Capital may, in its discretion, choose to waive any of the conditions to consummation of the merger and proceed to closing. It is not currently expected that the merger will be consummated prior to the first quarter of 2015. Under the terms of the merger agreement, because the merger was not consummated by April 30, 2014, both the Company and BBX Capital have the right to terminate the merger agreement at any time.
On April 2, 2013, Woodbridge acquired all of the then-outstanding shares of Bluegreen not previously owned by Woodbridge in a cash merger transaction. Pursuant to the terms of the merger agreement between the parties, dated as of November 14, 2012, Bluegreen’s shareholders (other than Woodbridge,
14
whose shares of Bluegreen’s common stock were canceled in connection with these fundsthe merger without any payment therefor) received consideration of $10.00 in cash for each share of Bluegreen’s common stock that they held at BankAtlanticthe effective time of the merger, including unvested restricted shares. In addition, each option to acquire shares of Bluegreen’s common stock that was outstanding at the effective time of the merger, whether vested or unvested, was canceled in exchange for the holder’s right to receive the excess, if any, of the $10.00 per share merger consideration over the exercise price per share of the option. The aggregate merger consideration was approximately $1,000$149 million. As a result of the merger, Bluegreen, which was the surviving corporation of the transaction, became a wholly-owned subsidiary of Woodbridge.
In connection with the financing of the Woodbridge-Bluegreen Merger, the Company and $39,000Woodbridge entered into a Purchase Agreement with BBX Capital on April 2, 2013. Pursuant to the terms of the purchase agreement, BBX Capital invested $71.75 million in Woodbridge in exchange for a 46% equity interest in Woodbridge. The Company continues to hold the remaining 54% of Woodbridge’s outstanding equity interests. BBX Capital’s investment in Woodbridge consisted of $60 million in cash and a promissory note in Woodbridge’s favor in the principal amount of $11.75 million. The promissory note has a term of five years, accrues interest at a rate of 5% per annum and provides for payments of interest only on a quarterly basis during the term of the promissory note, with all outstanding amounts being due and payable at the end of the five-year term. During 2013, BBX Capital paid to Woodbridge a total of approximately $441,000 of interest on the promissory note. In connection with BBX Capital’s investment in Woodbridge, the Company and BBX Capital entered into an Amended and Restated Operating Agreement of Woodbridge, which sets forth the Company’s and BBX Capital’s respective rights as members of Woodbridge and provides for, among other things, unanimity on certain specified “major decisions” and distributions to be made on a pro rata basis in accordance with the Company’s and BBX Capital’s respective percentage equity interests in Woodbridge.
The Company and Bluegreen were previously party to a merger agreement, dated November 11, 2011, which provided for Bluegreen to merge with and into a wholly owned subsidiary of the Company and for Bluegreen’s shareholders (other than Woodbridge and shareholders of Bluegreen who duly exercised appraisal rights in accordance with Massachusetts law) to receive eight shares of the Company’s Class A Common Stock for each share of Bluegreen’s common stock that they held at the effective time of the transaction. The November 2011 merger agreement was conditioned upon, among other things, the listing of the Company’s Class A Common Stock on a national securities exchange at the effective time of the transaction. Due to the inability to satisfy this closing condition, on November 14, 2012, the Company and Bluegreen agreed to terminate the November 2011 merger agreement and the Company, Woodbridge and Bluegreen entered into the cash merger agreement described above.
The following table presents information relating to shared services arrangements between the Company, BBX Capital (including BankAtlantic until July 2012) and Bluegreen, and an information technology services agreement between the Company and BBX Capital (including BankAtlantic until July 2012) for the years ended December 31, 20102013 and 2009, respectively.2012 (in thousands).
 
During
​​​​​​For the Year Ended December 31, 2013​
​​​​​​BFC​​BBX Capital​​Bluegreen​
​
Shared service income (expense)
​​​​(a)​​​​$501​​​​​(200)​​​​​(301)​​
​
Facilities cost and information technology
​​​​(b)​​​​$(431)​​​​​431​​​​​—​​
​​​​​​​​​​​​​​​
​​​​​​For the Year Ended December 31, 2012​
​​​​​​BFC​​BBX Capital​​Bluegreen​
​
Shared service income (expense)
​​​​(a)​​​​$1,001​​​​​(623)​​​​​(378)​​
​
Facilities cost and information technology
​​​​(b)​​​​$(219)​​​​​188​​​​​31​​
​​​​​​​​​​​​​​​
(a)
  • Pursuant to the terms of shared services agreements between the Company and BBX Capital, until the consummation of BBX Capital’s sale of BankAtlantic to BB&T during July 2012, subsidiaries of the Company provided human resources, risk management, investor relations, executive office administration and other services to BBX Capital. Subsidiaries of the Company
15
continue to provide certain risk management and administrative services to BBX Capital. The Company’s subsidiaries also provide risk management and administrative services to Bluegreen. The costs of shared services are allocated based upon the usage of the respective services.
(b)
  • As part of the shared services arrangements, the Company paid BankAtlantic and Bluegreen for the cost of office facilities utilized by the Company and its shared services operations. The Company also paid BankAtlantic approximately $60,000 during the year ended December 31, 2012 pursuant to a separate agreement.
In June 2010, BankAtlantic BancorpBBX Capital and BankAtlantic entered into a real estate advisory service agreement with the Company for assistance relating to the work-out of loans and the sale of real estate owned. Under the terms of the agreement, the Company receivesreceived a monthly fee of $12,500 from each of BankAtlantic and BankAtlantic BancorpBBX Capital and, if the Company’s efforts resultresulted in net recoveries of any non-performing loan or the sale of real estate owned, the Company will receivereceived a fee equal to 1% of the net value recovered. During the year ended December 31, 2010,2012, the Company was paidreceived an aggregate of approximately $787,000$0.3 million of real estate advisory service fees under this agreement.
During 2010,The above-described agreements and relationships between the Company loaned approximately $8.0 millionand BankAtlantic were either terminated effective upon the closing of BBX Capital’s sale of BankAtlantic to BankAtlantic Bancorp. BankAtlantic Bancorp executedBB&T during July 2012 or were assumed by BB&T for a promissory note in favorlimited period of time after consummation of the transaction. In addition, the real estate advisory service agreement between the Company and BBX Capital was terminated during July 2012.
In December 2012, the Company entered into an agreement with a maturity date of July 30, 2010. The note provided for payment either in cash or shares of BankAtlantic Bancorp’s Class A Common Stock, depending on the results of BankAtlantic Bancorp’s then ongoing rights offering and the number of shares allocableBBX Capital pursuant to which BBX Capital provides office facilities to the Company pursuant to its exerciseat BBX Capital’s and the Company’s principal executive offices. Under the terms of subscription rights in the rights offering. During July 2010, BankAtlantic Bancorp satisfiedagreement, the promissory note in full through the issuance of 5,302,816 shares of BankAtlantic Bancorp’s Class A Common StockCompany reimburses BBX Capital at cost for certain costs and expenses related to the Company. These shares were in addition to the 4,697,184 shares previously issued to the Company as a result of its exercise of subscription rights in the rights offering.
During the years ended December 31, 2010office facilities provided, which totaled $431,000 and 2009, Bluegreen reimbursed the Company and Woodbridge approximately $1.4 million and $2.4 million, respectively, for certain expenses incurred in assisting Bluegreen in its efforts to explore potential additional sources of liquidity. Bluegreen also paid a subsidiary of the Company approximately $1.3 million and $500,000 for a variety of management advisory services$38,000 during the years ended December 31, 20102013 and 2009,2012, respectively. In addition,
BBX Capital has in the Company and Bluegreen have an agreement relating to the maintenance of different registered public accounting firms. Pursuant to the agreement, Bluegreen has reimbursed, or will reimburse, the Company for the $624,950 of fees related to certain reviews and procedures performed by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm (“PwC”), at Bluegreen as part of PwC’s annual audit of the Company’s consolidated financial statements for the year ended December 31, 2010.
Beginning in 2009, Bluegreen entered into a land lease with Benihana, who constructed and operates a restaurant on one of Bluegreen’s land parcels. During each of the years ended December 31, 2010 and 2009, Bluegreen received lease payments from Benihana of approximately $0.1 million.
During December 2009, Benihana engaged a subsidiary of the Company to provide certain management, financial advisory and other consulting services. For the year ended December 31, 2010, the consulting fees payable to the Company’s subsidiary under this arrangement were approximately $650,000. The engagement ceased during November 2010. In addition, during 2010, Benihana engaged a separate subsidiary of the Company to provide insurance and risk management services. For the year ended December 31, 2010, the Company’s subsidiary received approximately $45,000 under this arrangement. The engagement ceased during January 2011.
In prior periods, BankAtlantic Bancorppast issued options to purchase shares of BankAtlantic Bancorp’sBBX Capital’s Class A Common Stock to employees of the Company. Additionally, certain employees of BankAtlantic BancorpBBX Capital have transferred to affiliate companies, and BankAtlantic BancorpBBX Capital has elected, in accordance with the terms of BankAtlantic Bancorp’s stock optionBBX Capital’s equity compensation plans, not to cancel the stock options held by those former employees. There were no options exercised by former BankAtlantic Bancorp employees during the years ended December 31, 2010 or 2009. BankAtlantic BancorpBBX Capital from time to time also issues options and restricted stock awards to employees of the Company that perform services for BankAtlantic Bancorp. DuringBBX Capital. Expenses relating to all options and restricted stock awards granted by BBX Capital to employees of the Company were approximately $19,000 for the year ended December 31, 2010,


13

BankAtlantic Bancorp granted 75,000 restricted shares2012. The Company reimbursed BBX Capital for the full amount of Class A Common Stock tothese expenses. There were no such related compensation expenses during the year ended December 31, 2013.
There were no options exercised by former employees of the Company that perform services to BankAtlantic Bancorp. These stock awards are scheduled to vest in equal annual installments over a four-year period. BankAtlantic Bancorp recorded $77,000 and $50,000 of expenses relating to the awards described in this paragraph forBBX Capital during the years ended December 31, 2010 and 2009, respectively.
BankAtlantic Bancorp’s options and non-vested2013 or 2012. During 2012, BBX Capital’s Compensation Committee approved the acceleration of vesting of 7,500 restricted stock outstandingawards of BBX Capital’s Class A Common Stock previously issued to non-executive employees of the Company consistedsuch that they fully vested upon closing of BBX Capital’s sale of BankAtlantic to BB&T during July 2012. Additionally, options to acquire 4,944 shares of BBX Capital’s Class A Common Stock issued to non-executive employees of the following as of December 31, 2010 and 2009:
                 
  As of December 31, 2010 As of December 31, 2009
  BankAtlantic
   BankAtlantic
  
  Bancorp’s
 Weighted
 Bancorp’s
 Weighted
  Class A
 Average
 Class A
 Average
  Common
 Exercise
 Common
 Exercise
  Stock Price Stock Price
 
Options outstanding  47,761  $55.26   45,476  $53.57 
Non-vested restricted stock  75,000  $—   —  $— 
BankAtlantic Bancorp and its subsidiaries utilize certain servicesCompany were forfeited upon the closing of the law firm of Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden McClosky”). Until 2006, BankAtlantic sale.
Bruno Di Giulian, a director of BankAtlantic Bancorp,BBX Capital, was a contract partner at the law firm of counsel to Ruden McClosky.Conrad & Scherer, LLP from 2009 through July 2013. During the years ended December 31, 20102013 and 2009, BankAtlantic Bancorp2012, BBX Capital paid fees to Ruden McCloskyConrad & Scherer, LLP totaling $181,000approximately $2.7 million and $55,000,$286,000, respectively, for certain legal services provided by such law firm. Mr. Di Giulian indicated to the Board of Directors of BBX Capital that his compensation from Conrad & Scherer, LLP was solely based on matters on which he worked, which did not include any matters related to BBX Capital, and therefore was not directly or indirectly tied to, and Mr. Di Giulian did not receive any portion of, the fees paid by BBX Capital. If the currently proposed merger between the Company and BBX Capital is consummated, Mr. Di Giulian, as well as the other members of BBX Capital’s Board of Directors who are not also directors of the Company, are expected to be appointed to the Company’s Board of Directors.
For each of the years ended December 31, 2013 and 2012, Bluegreen paid Ruden, McCloskya subsidiary of the Company approximately $0.6 million for a variety of management advisory services. In addition, the
16
Company had an agreement with Bluegreen relating to the engagement of different independent registered public accounting firms. Pursuant to this agreement, Bluegreen reimbursed the Company during the year ended December 31, 2012 approximately $0.4 million for fees totaling $203,000paid by the Company to PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, for services performed at Bluegreen as part of PricewaterhouseCoopers LLP’s annual audit of the Company’s consolidated financial statements. This agreement was terminated in connection with Bluegreen’s decision during October 2012 to engage PricewaterhouseCoopers LLP to serve as its independent registered public accounting firm.
Beginning in 2009, Bluegreen entered into a land lease with Benihana, which constructed and $484,000, respectively.operates a restaurant on one of Bluegreen’s resort properties. Under the terms of the lease, Bluegreen receives payments from Benihana of approximately $100,000 annually.
Beginning in 2013, BBX Capital’s employees are provided health insurance under policies maintained by Bluegreen. BBX Capital reimburses Bluegreen at cost, which was $223,000 during 2013.
Certain of the Company’s affiliates, including its executive officers, have independently made investments with their own funds in both public and private entities that the Company sponsored in 2001 and in which it holds investments.
Florida Partners Corporation owns 1,270,294 shares of the Company’s Class A Stock and 133,314 shares of the Company’s Class B Stock. Alan B. Levan may be deemed to be the controlling shareholder of Florida Partners Corporation, and is also a member of its Board of Directors.


14

17
COMPENSATION OF NAMED EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth certain summary information concerning compensation which, during the fiscal years ended December 31, 20102013 and 2009,2012, the Company, BBX Capital (including Woodbridge), BankAtlantic Bancorp (including BankAtlantic)until its sale in July 2012) and Bluegreen paid to or accrued on behalf of Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, and John E. Abdo and Seth M. Wise, who, other than Mr. Alan Levan, wereeach of the Company’snext two most highly compensated executive officers of the Company during the fiscal year ended December 31, 2010. Messrs.2013 (collectively, the “Named Executive Officers”).
​
Name and
Principal Position
​​
Source​(1)
​​Year​​Salary
($)		​​
Bonus
($)​(2)
​​
Stock
Awards
($)
​​
Option
Awards
($)
​​
Non-equity
Incentive
Plan
Compensation
($)
​​
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
​​
All Other
Compensation
($)
​​Total
($)		​
​
Alan B. Levan,
Chairman of
the Board,
President
and Chief
Executive Officer
​​​​BFC​​​​​2013​​​​​750,000​​​​​1,500,000​​​​​335,650
​(3)
​​​​​—​​​​​—​​​​​—​​​​​257,768
​(6)
​​​​​2,843,418​​
​​​BBX​​​​​2013​​​​​750,000​​​​​1,500,000​​​​​1,910,629
​(4)
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​4,160,629​​
​​​BXG​​​​​2013​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​100​​​​​100​​
​​​​​​​​​​​​​​​1,500,000​​​​​3,000,000​​​​​2,246,279​​​​​—​​​​​—​​​​​—​​​​​257,868​​​​​7,004,147​​
​​​BFC​​​​​2012​​​​​978,240​​​​​2,200,000​​​​​1,463,157
​(5)
​​​​​—​​​​​—​​​​​—​​​​​251,709​​​​​4,893,106​​
​​​BBX​​​​​2012​​​​​598,741​​​​​2,600,000​​​​​2,468,053
​(5)
​​​​​—​​​​​—​​​​​—​​​​​2,710​​​​​5,669,504​​
​​​BXG​​​​​2012​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​100​​​​​100​​
​​​​​​​​​​​​​​​1,576,981​​​​​4,800,000​​​​​3,931,210​​​​​—​​​​​—​​​​​—​​​​​254,519​​​​​10,562,710​​
​
John E. Abdo,
Vice Chairman
of the Board
​​​​BFC​​​​​2013​​​​​750,000​​​​​1,500,000​​​​​335,650
​(3)
​​​​​—​​​​​—​​​​​—​​​​​306,240
​(7)
​​​​​2,891,890​​
​​​BBX​​​​​2013​​​​​750,000​​​​​1,500,000​​​​​1,910,629
​(4)
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​4,160,629​​
​​​BXG​​​​​2013​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​7,788​​​​​7,788​​
​​​​​​​​​​​​​​​1,500,000​​​​​3,000,000​​​​​2,246,279​​​​​—​​​​​—​​​​​—​​​​​314,028​​​​​7,060,307​​
​​​BFC​​​​​2012​​​​​978,240​​​​​2,200,000​​​​​1,463,157
​(5)
​​​​​—​​​​​—​​​​​—​​​​​306,240​​​​​4,947,637​​
​​​BBX​​​​​2012​​​​​598,741​​​​​2,600,000​​​​​2,468,053
​(5)
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​5,666,794​​
​​​BXG​​​​​2012​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​7,170​​​​​7,170​​
​​​​​​​​​​​​​​​1,576,981​​​​​4,800,000​​​​​3,931,210​​​​​—​​​​​—​​​​​—​​​​​313,410​​​​​10,621,601​​
​
Jarett S. Levan,
Executive Vice President
​​​​BFC​​​​​2013​​​​​375,000​​​​​300,000​​​​​166,600
​(3)
​​​​​—​​​​​—​​​​​—​​​​​52,000
​(8)
​​​​​893,600​​
​​​BBX​​​​​2013​​​​​375,000​​​​​300,000​​​​​955,321
​(4)
​​​​​—​​​​​—​​​​​—​​​​​12,772​​​​​1,643,093​​
​​​BXG​​​​​2013​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​​​​​​​​​​​​​750,000​​​​​600,000​​​​​1,121,921​​​​​—​​​​​—​​​​​—​​​​​64,772​​​​​2,536,693​​
​​​BFC​​​​​2012​​​​​144,231​​​​​350,000​​​​​731,579
​(5)
​​​​​—​​​​​—​​​​​—​​​​​52,000​​​​​1,277,810​​
​​​BBX​​​​​2012​​​​​331,699​​​​​950,000​​​​​1,234,033
​(5)
​​​​​—​​​​​—​​​​​—​​​​​18,027​​​​​2,533,759​​
​​​BXG​​​​​2012​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​​​​​​​​​​​​​475,930​​​​​1,300,000​​​​​1,965,612​​​​​—​​​​​—​​​​​—​​​​​70,027​​​​​3,811,569​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
(1)
  • Amounts identified as BFC represent amounts paid or accrued by the Company. Amounts identified as BBX represent amounts paid or accrued by BBX Capital. Amounts identified as BXG represent amounts paid or accrued by Bluegreen.
(2)
  • Represents discretionary cash bonuses paid to or accrued by the Company or BBX Capital on behalf of the Named Executive Officers during the years ended December 31, 2013 and 2012, in each case based on a subjective evaluation of their overall performance in areas outside those that can be objectively measured from financial results. See “Employment Agreements” below for additional information regarding these bonuses.
(3)
  • During October 2013, the Company granted restricted stock awards covering 137,000 shares of Class A Common Stock to each of Mr. Alan Levan and Mr. Abdo, and Wise68,000 shares of Class A Common Stock to Mr. Jarett Levan. These restricted stock awards are sometimesscheduled to cliff vest on October 7, 2017.
18
The amounts represent the aggregate grant date fair value of these restricted stock awards. Assumptions used in the calculation of the grant date fair value of these awards are included in Note 14 to the Company’s audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC on March 17, 2014 (the “2013 Form 10-K”). As described in this Proxy Statement, the Compensation Committee also approved the granting of an additional 160,408 restricted shares of Class A Common Stock to each of Mr. Alan Levan and Mr. Abdo, and an additional 80,704 restricted shares of Class A Common Stock to Mr. Jarett Levan, in each case subject to shareholder approval of the Company’s 2014 Stock Incentive Plan. The value of these additional restricted shares is not included in the table as these restricted shares have not been granted and remain subject to shareholder approval of the Company’s 2014 Stock Incentive Plan.
(4)
  • During October 2013, BBX Capital granted restricted stock awards covering 143,333 shares of Class A Common Stock to each of Mr. Alan Levan and Mr. Abdo, and 71,667 shares of Class A Common Stock to Mr. Jarett Levan. These restricted stock awards are scheduled to cliff vest on October 8, 2017. The amounts represent the aggregate grant date fair value of these restricted stock awards. Assumptions used in the calculation of the grant date fair value of these awards are included in Note 14 to the Company’s audited financial statements contained in the 2013 Form 10-K.
(5)
  • Represents the aggregate grant date fair value of the restricted stock awards granted to the Named Executive Officers during 2012 pursuant to their respective employment agreements with the Company and BBX Capital, as described in further detail under “Employment Agreements” below. Assumptions used in the calculation of the grant date fair value of these awards are included in Note 14 to the Company’s audited financial statements contained in the 2013 Form 10-K.
(6)
  • Includes $135,567 of life and disability insurance premium payments and $122,201 of perquisites and other benefits, which consisted of $2,705 for automobile expenses and $119,496 related to Mr. Alan Levan’s personal use of the Company’s tickets to entertainment and sporting events.
(7)
  • Represents management fees paid to Abdo Companies, Inc. Mr. Abdo is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.
(8)
  • Represents perquisites and other benefits related to Mr. Jarett Levan’s personal use of the Company’s tickets to entertainment and sporting events.
Employment Agreements
Effective September 30, 2012, the Company entered into employment agreements with its executive officers, including each of the Named Executive Officers. Under the terms of their respective employment agreements, each of the Named Executive Officers receives an annual base salary and is entitled to receive bonus payments under bonus plans established from time to time by the Compensation Committee or otherwise at the discretion of the Compensation Committee.
Since entering into their respective employment agreements, Mr. Alan Levan and Mr. Abdo have each received an annual base salary of $750,000 and Mr. Jarett Levan has received an annual base salary of $375,000 from the Company. The Compensation Committee reviews and, in its discretion, may increase each Named Executive Officer’s base salary on an annual basis. The base salaries may not be decreased without the Named Executive Officer’s consent.
Upon execution of their respective employment agreements, Mr. Alan Levan, Mr. Abdo and Mr. Jarett Levan received a cash bonus of $700,000, $700,000 and $50,000, respectively. In addition, each of Mr. Alan Levan and Mr. Abdo may receive an annual bonus (sometimes hereinafter collectively referred to as an “Annual Bonus”) of up to 200% of his then-current base salary, and Mr. Jarett Levan may receive an Annual Bonus of up to 80% of his then-current base salary. For each of the “Namedyears ended December 31, 2013, Mr. Alan Levan, Mr. Abdo and Mr. Jarett Levan received Annual Bonuses of $1,500,000, $1,500,000 and $300,000, respectively, based on a subjective evaluation of the applicable Named Executive Officer’s overall performance rather than any objectively measured financial result. The 2012 Annual Bonuses were in addition to the bonuses paid to the Named Executive Officers upon entry into their respective employment agreements.
19
In addition, pursuant to the terms of their respective employment agreements, the Company granted 1,852,097 restricted shares of the Company’s Class A Common Stock to each of Mr. Alan Levan and Mr. Abdo, and 926,049 restricted shares of the Company’s Class A Common Stock to Mr. Jarett Levan, in each case under the Company’s 2005 Stock Incentive Plan. The restricted stock awards are scheduled to vest in four equal annual installments and are subject to the Named Executive Officer’s continued employment with the Company. The first installment vested on September 30, 2013.
The employment agreements also provide that the Compensation Committee will work with an independent compensation consultant and the Company’s executive management team to develop a “carried interest” compensation plan in which the Named Executive Officers will be entitled to participate.
Each employment agreement has an initial term of three years and provides for annual renewal terms unless either the applicable Named Executive Officer or the Company elects for the agreement to expire at the end of the then-current term or the agreement is earlier terminated pursuant to the employment agreement. Each employment agreement may be terminated by the Company for “Cause” or “Without Cause” or by the Named Executive Officer for “Good Reason” (as such terms are defined in the employment agreement). If an employment agreement is terminated by the Company for “Cause,” the applicable Named Executive Officer will be entitled to receive his base salary through the date of termination. If an employment agreement is terminated by the Company “Without Cause” or by the Named Executive Officer for “Good Reason,” the applicable Named Executive Officer will be entitled to receive (i) his base salary through the date of termination, (ii) the prorated portion of the Named Executive Officer’s Annual Bonus (based on the average Annual Bonus paid to him during the prior two fiscal years) through the date of termination and (iii) a severance payment as follows. Each of Mr. Alan Levan and Mr. Abdo will be entitled to receive a severance payment in an amount equal to 2 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination (or 2.99 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination if such termination occurs within two years after a “Change in Control” (as defined in the employment agreement)). Mr. Jarett Levan will be entitled to receive a severance payment in an amount equal to 1.5 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination (or 2 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination if such termination occurs within two years after a “Change in Control”). In addition, if a Named Executive Officer’s employment agreement is terminated by the Company “Without Cause” or by the Named Executive Officer for “Good Reason,” all incentive stock options and restricted stock awards previously granted to the Named Executive Officer by the Company but not yet vested will immediately accelerate and fully vest as of the termination date, and the Company will be required to provide the Named Executive Officer with continued benefits, including, without limitation, health and life insurance, for the following periods: (i) two years following the year in which the termination occurs (or three years following the year in which the termination occurs, if such termination occurred within two years after a “Change in Control”), in the case of each of Mr. Alan Levan and Mr. Abdo, and (ii) eighteen months following the year in which the termination occurs (or two years following the year in which the termination occurs, if such termination occurred within two years after a “Change in Control”), in the case of Mr. Jarett Levan. Each employment agreement will also be terminated upon the Named Executive Officer’s death, in which case the applicable Named Executive Officer’s estate will be entitled to receive his base salary through the date of his death and the prorated portion of the Named Executive Officer’s Annual Bonus (based on the average Annual Bonus paid to him during the prior two fiscal years) through the date of his death.
Each Named Executive Officer also agreed in his respective employment agreement to enter into a non-disclosure, non-competition, confidentiality and non-solicitation of customers agreement with the Company on terms acceptable to both the Named Executive Officer and the Company. Entry into such agreement is a condition to the Company’s obligation to make and provide the post-termination payments and benefits described in the preceding paragraph.
Effective September 30, 2012, BBX Capital entered into employment agreements with certain of its executive officers, including each of the Named Executive Officers.” The terms of the Named Executive Officers’ respective employment agreements with BBX Capital are substantially the same as those described above with respect to their employment agreements with the Company, except for the amount of the bonuses paid to the Named Executive Officers upon entering into the employment agreements and the
                                       
                Change in
    
                Pension Value
    
                and
    
                Nonqualified
    
              Non-Equity
 Deferred
    
            Option
 Incentive Plan
 Compensation
 All Other
  
Name and Principal
         Stock
 Awards
 Compensation
 Earnings
 Compensation
  
Position
 Source(1) Year Salary($) Bonus($)(2) Awards($)(3) ($)(4) ($)(5) ($)(6) ($)(7) Total($)
 
Alan B. Levan, BFC  2010   1,035,865   —   —   —   —   —   260,384   1,296,249 
Chairman of the BBX  2010   552,716   —   310,000   —   23,663   (19,539)  15,328   882,168 
Board, Chief BXG  2010   —   —   —   —   —   —   100   100 
                                       
Executive Officer        1,588,581   —   310,000   —   23,663   (19,539)  275,812   2,178,517 
                                       
and President                                      
  BFC  2009   1,026,420   400,000   —   126,782   —   —   258,550   1,811,752 
  BBX  2009   540,859   377,511   —   —   901,111   73,151   26,450   1,919,082 
  BXG  2009   —   —   —   —   —   —   —   — 
                                       
         1,567,279   777,511   —   126,782   901,111   73,151   285,000   3,730,834 
                                       
John E. Abdo, BFC  2010   1,035,865   —       —   —   —   306,240   1,342,105 
Vice Chairman BBX  2010   552,716   —   310,000   —   23,663   (8,313)  420   878,486 
of the Board BXG  2010   —   —   —   —   —   —   6,351   6,351 
                                       
         1,588,581   —   310,000   —   23,663   (8,313)  313,011   2,226,942 
                                       
  BFC  2009   1,026,420   400,000   —   134,427   —   —   307,740   1,868,587 
  BBX  2009   540,859   377,511   —   —   901,111   (8,274)  8,444   1,819,651 
  BXG  2009   —   —   —   —   —   —   6,433   6,433 
                                       
         1,567,279   777,511   —   134,427   901,111   (8,274)  322,617   3,694,671 
                                       
Seth M. Wise, BFC  2010   472,662   —   —   —   —   —   7,062   479,724 
Executive
Vice President(1)		 BFC  2009   350,007   175,000   —   17,585   —   —   17,000   559,592 
20
amount of restricted stock awards granted to the Named Executive Officers. Each of Mr. Alan Levan and Mr. Abdo received a bonus of $1,100,000 upon entry into his employment agreement with BBX Capital and was granted 376,802 restricted shares of BBX Capital’s Class A Common Stock. Mr. Jarett Levan received a bonus of $650,000 upon entry into his employment agreement with BBX Capital and was granted 188,401 restricted shares of BBX Capital’s Class A Common Stock. Information regarding the compensation paid by BBX Capital to the Named Executive Officers for the years ended December 31, 2013 and 2012 is set forth in the “Summary Compensation Table” above.
The compensation paid by the Company and BBX Capital for the years ended December 31, 2013 and 2012 to the Named Executive Officers pursuant to their respective employment agreements does not constitute “performance-based compensation” exempt from the $1,000,000 deduction limit of Section 162(m) of the Code.
(1)Amounts identified as BFC represent amounts paid or accrued by the Company and (i) from the period from January 1, 2009 through September 20, 2009, Woodbridge Holdings Corporation and (ii) from the period from September 21, 2009 through December 31, 2010, Woodbridge Holdings, LLC, the Company’s wholly owned subsidiary and the successor by merger to Woodbridge Holdings Corporation. Amounts identified as BBX represent amounts paid or accrued by BankAtlantic Bancorp and BankAtlantic. Amounts identified as BXG represent amounts paid or accrued by Bluegreen. Mr. Wise did not receive any compensation from BankAtlantic Bancorp, BankAtlantic or Bluegreen during 2009 or 2010.
(2)Represent discretionary cash bonuses paid to each of the Named Executive Officers based on a subjective evaluation of their overall performance in areas outside those that can be objectively measured from financial results.
(3)Represents the aggregate grant date fair value of restricted stock awards granted by BankAtlantic Bancorp to Mr. Alan Levan and Mr. Abdo on February 23, 2010. Each of Mr. Alan Levan and Mr. Abdo received 250,000 restricted shares of BankAtlantic Bancorp’s Class A Common Stock under BankAtlantic Bancorp’s 2005 Restricted Stock Option Plan which will vest in four equal annual installments, with the first such installment having vested on February 23, 2011. Assumptions used in the calculation of the grant date fair value of these awards are included in Note 23 to the audited consolidated financial statements included in BankAtlantic Bancorp’s Annual Report onForm 10-K for the year ended December 31, 2010, which was filed with the SEC on March 31, 2011.


15

Payments Related to the BankAtlantic Sale

In connection with the sale of BankAtlantic to BB&T during July 2012, each of the Named Executive Officers received $1,500,000 from BB&T in exchange for his entry into a three-year non-competition and employee non-solicitation agreement in favor of BB&T with terms consistent with the restrictive covenants applicable to BBX Capital under the stock purchase agreement between BBX Capital and BB&T. In addition, subject to the receipt of regulatory approvals from applicable banking regulators, Mr. Alan Levan, Mr. Abdo and Mr. Jarett Levan may receive additional payments totaling $2,145,179, $2,123,194 and $1,413,764, respectively, in connection with the sale of BankAtlantic. Each of these amounts represents 2.99 times the average annual salary and bonus paid by BBX Capital and BankAtlantic to the Named Executive Officer for the years ended December 31, 2008, 2009 and 2010, and will be paid by BBX Capital and reimbursed by BB&T only if all required regulatory approvals are received.
(4)Represent the aggregate grant date fair value of option awards granted by the Company to the Named Executive Officers during 2009 and, with respect to Mr. Alan Levan and Mr. Abdo, option awards granted by the Company in prior years which were re-priced during 2009. On September 21, 2009, the Company granted to Mr. Alan Levan and Messrs. Abdo and Wise options to purchase 152,680 shares, 187,380 shares and 79,824 shares, respectively, of the Company’s Class A Stock. The options have an exercise price of $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009), will expire on the September 21, 2014 and will vest in four equal annual installments, with the first such installment having vested on September 21, 2010. In addition, on September 21, 2009, options to purchase 529,329 shares of the Company’s common stock, which were previously granted to and currently held by each of Mr. Alan Levan and Mr. Abdo, were re-priced to a new exercise price of $0.41 per share. The re-priced options previously had exercise prices ranging from $1.84 per share to $8.92 per share. The re-pricings did not impact any of the other terms, including the vesting schedules or expiration dates, of the options. Assumptions used in the calculation of the grant date fair value of these option awards are included in Note 28 to the audited consolidated financial statements included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2010, which was filed with the SEC on April 8, 2011.
(5)BankAtlantic Bancorp had in place annual incentive programs during 2010 and 2009. These programs were cash bonus plans intended to promote high performance and achievement of certain corporate strategic goals and initiatives. All members of the Executive Management Council of BankAtlantic, including Mr. Alan Levan and Mr. Abdo, were eligible to receive cash bonuses under the programs, with eligible bonuses ranging from 50% to 200% of the applicable executive officer’s base salary. Payment of bonuses under the programs was dependent, in whole or in part, upon the achievement of quarterly and annual threshold objectives, including objectives related to reductions in core non-interest expense and targets for core earnings. The amounts for 2010 represent amounts earned during the year by Mr. Alan Levan and Mr. Abdo based on the achievement of the performance objectives established under the 2010 annual incentive program for the first quarter of 2010. While the annual performance objective related to core earnings established under BankAtlantic Bancorp’s 2010 annual incentive program was achieved, in light of the overall financial environment, and based on the recommendation of Mr. Alan Levan and the concurrence of BankAtlantic Bancorp’s other named executive officers, BankAtlantic Bancorp’s Compensation Committee determined not to grant any bonuses related to the achievement of that objective. The amounts for 2009 represent amounts earned during the year by Mr. Alan Levan and Mr. Abdo based on the achievement of the performance objectives established under BankAtlantic Bancorp’s 2009 annual incentive program for the first three quarters of 2009 and for the year ended December 31, 2009.
(6)Represents the increase (decrease) in the actuarial present value of accumulated benefits under the Retirement Plan for Employees of BankAtlantic (the “BankAtlantic Retirement Plan”). Additional information regarding the BankAtlantic Retirement Plan is set forth in the narrative accompanying the table entitled “Pension Benefits — 2010” below.


16

(7)Items included under “All Other Compensation” for 2010 for each of the Named Executive Officers are set forth in the table below:
             
  Levan  Abdo  Wise 
 
BFC
            
Perquisites and other benefits $109,356  $—  $— 
Amounts paid for life and disability insurance premiums  135,567   —   — 
Management fees paid to Abdo Companies, Inc.   —   306,240   — 
Amount paid for automobile expenses  15,461   —   7,062 
             
All other compensation $260,384  $306,240  $7,062 
             
BBX
            
Perquisites and other benefits $15,288  $380  $— 
Dividends on REIT shares  40   40   — 
             
All other compensation $15,328  $420  $— 
             
BXG
            
Perquisites and other benefits $—  $6,251  $— 
Director fees  100   100   — 
             
All other compensation $100  $6,351  $— 
             
21
The value of perquisites and other benefits included in the rows entitled “Perquisites and other benefits” in the table above is calculated based on their incremental cost to the respective company, which is determined based on the actual cost of providing these perquisites and other benefits. All perquisites and other benefits received in 2010 by Mr. Alan Levan from the Company related to his personal use of the Company’s tickets to entertainment and sporting events.
Mr. Abdo is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.
Outstanding Equity Awards at Fiscal Year-End — 2010
2013
The following table sets forth certain information regarding equity-based awards of the Company held by the Named Executive Officers as of December 31, 2010.2013.
 
                     
  Option Awards
      Equity
    
      Incentive
    
      Plan Awards:
    
  Number of
 Number of
 Number of
    
  Securities
 Securities
 Securities
    
  Underlying
 Underlying
 Underlying
    
  Unexercised
 Unexercised
 Unexercised
 Option
 Option
  Options
 Options
 Unearned
 Exercise
 Expiration
Name
 Exercisable Unexercisable Options Price Date
 
Alan B. Levan  210,579(1)(3)  —   N/A  $0.41(9)  2/7/2013 
   93,750(1)(4)  —      $0.41(9)  7/28/2014 
   38,170(2)(5)  114,510(2)(5)     $0.41   9/21/2014 
   75,000(2)(6)  —      $0.41(9)  7/11/2015 
   —   75,000(2)(7)     $0.41(9)  6/5/2016 
   —   75,000(2)(8)     $0.41(9)  6/4/2017 
John E. Abdo  210,579(1)(3)  —   N/A  $0.41(9)  2/7/2013 
   93,750(1)(4)  —      $0.41(9)  7/28/2014 
   46,845(2)(5)  140,535(2)(5)     $0.41   9/21/2014 
   75,000(2)(6)  —      $0.41(9)  7/11/2015 
   —   75,000(2)(7)     $0.41(9)  6/5/2016 
   —   75,000(2)(8)     $0.41(9)  6/4/2017 
Seth M. Wise  19,956(2)(5)  59,868(2)(5)  N/A  $0.41   9/21/2014 
​​​​Option Awards​​
Stock Awards​(2)
​
​​​​
Number of
Securities
Underlying
Unexercised
Options
​​
Number of
Securities
Underlying
Unexercised
Options
​​
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
​​
Option
Exercise
Price
​​
Option
Expiration
Date
​​
Number of
Shares or
Units of
Stock that
have not
Vested
​​
Market
Value of
Shares or
Units of
Stock that
have not
Vested
​​
Equity
Incentive
Plan Awards
Number of
Unearned
Shares, Units
or Other
Rights that
have not
Vested
​​
Equity
Incentive
Plan Awards
Market or
Payout Value
or Unearned
Shares, Units
or Other
Rights that
have not
Vested
​
​Name​​Exercisable​​Unexercisable​
​
Alan B. Levan​(12)
​​​​93,750
​(1)​(3)
​​​​​​​​​​​​​​​​$0.41
​(8)
​​​​​7/28/2014​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​152,680
​(2)​(4)
​​​​​​​​​​​​​​​​$0.41​​​​​9/21/2014​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​75,000
​(2)​(5)
​​​​​​​​​​​​​​​​$0.41
​(8)
​​​​​7/11/2015​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​75,000
​(2)​(6)
​​​​​​​​​​​​​​​​$0.41
​(8)
​​​​​6/5/2016​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​75,000
​(2)​(7)
​​​​​​​​​​​​​​​​$0.41
​(8)
​​​​​6/4/2017​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​450,000
​(9)
​​​​$1,300,500​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​1,389,073
​(10)
​​​​$4,014,421​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​137,000
​(11)
​​​​$395,930​​​​​N/A​​​​​N/A​​
​
John E. Abdo​(12)
​​​​93,750
​(1)​(3)
​​​​​​​​​​​​​​​​$0.41
​(8)
​​​​​7/28/2014​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​187,380
​(2)​(4)
​​​​​​​​​​​​​​​​$0.41​​​​​9/21/2014​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​75,000
​(2)​(5)
​​​​​​​​​​​​​​​​$0.41
​(8)
​​​​​7/11/2015​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​75,000
​(2)​(6)
​​​​​​​​​​​​​​​​$0.41
​(8)
​​​​​6/5/2016​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​75,000
​(2)​(7)
​​​​​​​​​​​​​​​​$0.41
​(8)
​​​​​6/4/2017​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​450,000
​(9)
​​​​$1,300,500​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​1,389,073
​(10)
​​​​$4,014,421​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​137,000
​(11)
​​​​$395,930​​​​​N/A​​​​​N/A​​
​
Jarett S. Levan​(12)
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​112,500
​(9)
​​​​$325,125​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​694,537
​(10)
​​​​$2,007,212​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​68,000
​(11)
​​​​$196,520​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​


17

(1)
  • Represents options to purchase shares of the Company’s Class B Common Stock.
(2)
  • Option awards relate to options to purchase shares of the Company’s Class A Common Stock. All stock awards relate to shares of the Company’s Class A Common Stock.
(3)
  • Vested on July 28, 2009.
(4)
  • Vested pro rata over four years, with the final installment having vested on September 21, 2013.
(5)
  • Vested on July 11, 2010.
(6)
  • Vested on June 5, 2011.
(7)
  • Vested on June 4, 2012.
(8)
  • Options were re-priced on September 21, 2009 to a new exercise price of $0.41 per share (the closing sales price of the Company’s Class A Common Stock on September 21, 2009).
(9)
  • Scheduled to vest on September 16, 2015.
(10)
  • Vesting pro-rata over four years, with the first installment having vested on September 30, 2013.
(11)
  • Scheduled to vest on October 7, 2017.
(12)
  • The restricted share amounts set forth in the table do not include an additional 160,408 restricted shares which have been approved by the Compensation Committee for granting to each of Mr. Alan
(1)Represents options to purchase shares of the Company’s Class B Stock.
(2)Represents options to purchase shares of the Company’s Class A Stock.
(3)Vested on February 7, 2008.
(4)Vested on July 28, 2009.
(5)Vests in four equal annual installments. The first installment vested on September 21, 2010.
(6)Vested on July 11, 2010.
(7)Vests on June 5, 2011.
(8)Vests on June 4, 2012.
(9)Options were re-priced on September 21, 2009 to a new exercise price of $0.41 per share (the closing price of the Company’s Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009).
22
Levan and Mr. Abdo, or an additional 80,704 restricted shares which have been approved by the Compensation Committee for granting to Mr. Jarett Levan, in each case subject to shareholder approval of Company’s 2014 Stock Incentive Plan described herein. If the plan is approved by the Company’s shareholders, these restricted shares will be scheduled to vest on October 7, 2017.
The following table sets forth certain information regarding equity-based awards of BankAtlantic BancorpBBX Capital held by the Named Executive Officers as of December 31, 2010.2013.
                                     
  Option Awards Stock Awards
                  Equity
                Equity
 Incentive
                Incentive
 Plan
                Plan
 Awards:
                Awards:
 Market or
      Equity
         Number of
 Payout
      Incentive
         Unearned
 Value of
      Plan Awards:
       Market
 Shares,
 Unearned
  Number of
 Number of
 Number of
     Number of
 Value of
 Units or
 Shares,
  Securities
 Securities
 Securities
     Shares or
 Shares or
 Other
 Units or
  Underlying
 Underlying
 Underlying
     Units of
 Units of
 Rights
 Other
  Unexercised
 Unexercised
 Unexercised
 Option
 Option
 Stock That
 Stock That
 That
 Rights That
  Options(1) Options Unearned
 Exercise
 Expiration
 Have Not
 Have Not
 Have Not
 Have Not
Name
 Exercisable Unexercisable Options Price Date Vested Vested Vested Vested
 
Alan B. Levan  15,676(3)  —   N/A  $42.79   3/4/2012                 
   15,676(4)  —      $37.05   3/31/2013                 
   12,000(5)  —      $91.00   7/5/2014                 
   12,000(6)  —      $95.10   7/11/2015                 
   —   —       —   —   250,000  $287,500(7)  N/A   N/A 
John E. Abdo  10,451(3)  —   N/A  $42.79   3/4/2012                 
   10,451(4)  —      $37.05   3/31/2013                 
   8,000(5)  —      $91.00   7/5/2014                 
   8,000(6)  —      $95.10   7/11/2015                 
   —   —       —   —   250,000  $287,500(7)  N/A   N/A 
Seth M. Wise  2,613(2)  —   N/A  $14.83   1/2/2011                 
   2,613(3)  —      $42.79   3/4/2012                 
   2,613(4)  —      $37.05   3/31/2013                 
   1,000(5)  —      $91.00   7/5/2014                 
 
​​​​
Option Awards​(1)
​​
Stock Awards​(1)
​
​​​​
Number of
Securities
Underlying
Unexercised
Options
​​
Number of
Securities
Underlying
Unexercised
Options
​​
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
​​
Option
Exercise
Price
​​
Option
Expiration
Date
​​
Number of
Shares or
Units of
Stock that
have not
Vested
​​
Market
Value of
Shares or
Units of
Stock that
have not
Vested
​​
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
have not
Vested
​​
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
have not
Vested
​
​Name​​Unexercisable​​Exercisable​
​Alan B. Levan​​​​2,400
​(2)
​​​​​​​​​​​​​​​​$455.00​​​​​7/5/2014​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2,400
​(3)
​​​​​​​​​​​​​​​​$475.00​​​​​7/11/2015​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​12,500
​(4)
​​​​$195,000​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​��​282,601
​(5)
​​​​$4,408,576​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​143,333
​(6)
​​​​$2,235,995​​​​​N/A​​​​​N/A​​
​John E. Abdo​​​​1,600
​(2)
​​​​​​​​​​​​​​​​$455.00​​​​​7/5/2014​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​1,600
​(3)
​​​​​​​​​​​​​​​​$475.50​​​​​7/11/2015​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​12,500
​(4)
​​​​$195,000​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​282,601
​(5)
​​​​$4,408,576​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​143,333
​(6)
​​​​$2,235,995​​​​​N/A​​​​​N/A​​
​Jarett S. Levan​​​​601
​(2)
​​​​​​​​​​​​​​​​$455.00​​​​​7/5/2014​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​600
​(3)
​​​​​​​​​​​​​​​​$475.50​​​​​7/11/2015​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​7,500
​(4)
​​​​$117,000​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​141,300
​(5)
​​​​$2,204,280​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​71,667
​(6)
​​​​$1,118,005​​​​​N/A​​​​​N/A​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 
(1)All options are
(1)
  • All options and stock awards relate to purchase shares of BBX Capital’s Class A Common Stock.
(2)
  • Vested on July 6, 2009.
(3)
  • Vested on July 12, 2010.
(4)
  • Vesting pro-rata over four years, with the first three installments having vested on February 23, 2011, 2012 and 2013. The fourth installment of 12,500 shares for each of BankAtlantic Bancorp’s Class A Common Stock.
(2)Vested on January 2, 2006 and expired on January 2, 2011.
(3)Vested on March 4, 2007.
(4)Vested on March 31, 2008.
(5)Vested on July 6, 2009.
(6)Vested on July 12, 2010.
(7)Vesting pro-rata over four years, with the first annual installment having vested on February 23, 2011.
During December 2010, Mr. Alan Levan and Mr. Abdo voluntarily cancelled all stock options granted to them by BankAtlantic Bancorp during 2006 and 2007. These stock options were not exercisable as of the date of


18

cancellation and7,500 shares for Mr. Jarett Levan vested on February 23, 2014, but these shares are not included in the table above as a result of their cancellation prior to December 31, 2010. Mr. Alan Levan and Mr. Abdo didbecause they were not receive any consideration in connection with the cancellation of these stock options.
The following table sets forth certain information regarding equity-based awards of Bluegreen held by Messrs. Alan Levan and Abdovested as of December 31, 2010. Mr. Wise does not currently hold,2013.
(5)
  • Vesting pro-rata over four years, with the first installment having vested on September 30, 2013.
(6)
  • Scheduled to vest on October 8, 2017.
Potential Payments upon Termination or Change in Control
See “Employment Agreements” above for information regarding payments to which the Named Executive Officers may be entitled to receive from the Company and as of December 31, 2010 did not hold, any equity-based awards of Bluegreen.
                                     
  Option Awards Stock Awards
                  Equity
                  Incentive
                  Plan
                Equity
 Awards:
                Incentive
 Market or
      Equity
         Plan Awards:
 Payout
      Incentive
         Number of
 Value of
      Plan Awards:
       Market
 Unearned
 Unearned
  Number of
 Number of
 Number of
     Number of
 Value of
 Shares,
 Shares,
  Securities
 Securities
 Securities
     Shares or
 Shares or
 Units or
 Units or
  Underlying
 Underlying
 Underlying
     Units of
 Units of
 Other
 Other
  Unexercised
 Unexercised
 Unexercised
 Option
 Option
 Stock That
 Stock That
 Rights That
 Rights That
  Options
 Options
 Unearned
 Exercise
 Expiration
 Have Not
 Have Not
 Have Not
 Have Not
Name
 Exercisable Unexercisable Options Price Date Vested Vested Vested Vested
 
Alan B. Levan  50,000(1)  —   N/A  $18.36   7/20/2015                 
   —   50,000(2)     $12.07   7/19/2016                 
   —   50,000(3)     $11.98   7/18/2017                 
   —   71,000(4)     $7.50   5/21/2015                 
   —   50,000(5)     $9.31   5/21/2018                 
   —   —       —   —   71,000(4) $228,620   N/A   N/A 
John E. Abdo  50,000(1)  —   N/A  $18.36   7/20/2015                 
   —   50,000(2)     $12.07   7/19/2016                 
   —   50,000(3)     $11.98   7/18/2017                 
   —   71,000(4)     $7.50   5/21/2015                 
   —   50,000(5)     $9.31   5/21/2018                 
   —   —       —   —   71,000(4) $228,620   N/A   N/A 
(1)Vested on July 20, 2005.
(2)Vests on July 19, 2011.
(3)Vests on July 18, 2012.
(4)Scheduled to vest on May 21, 2013; however, in the event of achange-in-control of Bluegreen at a price of at least $12.50 per share of common stock, a percentage (of up to 100%) of the options and restricted shares will vest depending on both the timing of thechange-in-control and the actual price for a share of Bluegreen’s common stock in the transaction which results in thechange-in-control.
(5)Vests on May 21, 2013.
Pension Benefits — 2010
The following table sets forth certain information with respect to accumulated benefits as of December 31, 2010 under any Company, BankAtlantic Bancorp, BankAtlantic or Bluegreen plan that provides for payments or other benefits to Mr. Alan Levan and Mr. Abdo at, following, orBBX Capital in connection with retirement. Mr. Wise is not entitled to receive any paymenttheir resignation, retirement or other benefit at,termination, including following or in connection with, retirement under any such plan.
                 
      Present Value
  
    Number of Years
 of Accumulated
 Payments During
Name
 
Plan Name
 Credited Service Benefit(1) Last Fiscal Year
 
Alan B. Levan  Retirement Plan for Employees of BankAtlantic   26  $1,041,989(2) $0 
John E. Abdo  Retirement Plan for Employees of BankAtlantic   14   432,924(2)  0 
(1)Assumptions used in the calculation of these amounts are included in Note 20 to the audited consolidated financial statements included in BankAtlantic Bancorp’s Annual Report onForm 10-K for the year ended


19

December 31, 2010, which was filed with the SEC on March 31, 2011, except that retirement age was assumed to be 65, the normal retirement age as defined in the BankAtlantic Retirement Plan.
(2)Represents the present value of accumulated benefits under the BankAtlantic Retirement Plan and, for Mr. Alan Levan, the supplemental retirement benefit described below.
BankAtlantic Retirement Plan
Alan B. Levan and John E. Abdo are participants in the BankAtlantic Retirement Plan, which is a defined benefit plan. Effective December 31, 1998, the benefits under the BankAtlantic Retirement Plan were frozen. Participants who were employed by BankAtlantic at December 1, 1998 became fully vested in their benefits under the BankAtlantic Retirement Plan. While the BankAtlantic Retirement Plan is frozen, there will be no future benefit accruals. The BankAtlantic Retirement Plan was designed to provide retirement income based on an employee’s salary and years of active service, determined as of December 31, 1998. The cost of the BankAtlantic Retirement Plan is paid by BankAtlantic and all contributions are actuarially determined.
In general, the BankAtlantic Retirement Plan provides for monthly payments to or on behalf of each covered employee upon such employee’s retirement (with provisions for early or postponed retirement), death or disability. As a result of the freezing of future benefit accruals, the amount of the monthly payments is based generally upon two factors: (i) the employee’s average regular monthly compensation for any five consecutive years out of the ten-year period ended December 31, 1998 (or, if earlier, on the date of the employee’s retirement from BankAtlantic, death or disability) that produces the highest average monthly rate of regular compensation; and (ii) the employee’s years of service with BankAtlantic at December 31, 1998 (or, if earlier, the date of the employee’s retirement from BankAtlantic, death or disability). Benefits are payable for the retiree’s life, with ten years’ worth of payments guaranteed. The benefits are not subject to any reduction for Social Security or any other external benefits.
During 1996, BankAtlantic amended the BankAtlantic Retirement Plan and adopted a supplemental benefit for certain executives, as permitted by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986 (the “Code”). This was done because of a change in the Code that operated to restrict the amountcontrol of the executive’s compensation that may be taken into account for BankAtlantic Retirement Plan purposes, regardless of the executive’s actual compensation. The intent of the supplemental benefit, when added to the regular BankAtlantic Retirement Plan benefit, was to provide to certain executives the same retirement benefits that they would have received had the Code limits not been enacted, subject to other requirements of the Code. The supplemental benefit also was frozen as of December 31, 1998. Because the percentage of pre-retirement compensation payable from the BankAtlantic Retirement Plan to Mr. Alan Levan, including the BankAtlantic Retirement Plan’s supplemental benefit, fell short of the benefit that he would have received under the BankAtlantic Retirement Plan absent the Code limits, BankAtlantic adopted the Split-Dollar Life Insurance Plan (the “BankAtlantic Split-Dollar Plan”) described below.applicable company.
23
DIRECTOR COMPENSATION
The following table illustrates annual pension benefits at age 65 for various levels of compensation and years of service at December 31, 1998, the date on which BankAtlantic Retirement Plan benefits were frozen.
                     
  Estimated Annual Benefits
 
Average Five Year Compensation
 Years of Credited Service at December 31, 1998 
at December 31, 1998
 5 Years  10 Years  20 Years  30 Years  40 Years 
 
$120,000 $10,380  $20,760  $41,520  $62,280  $83,160 
$150,000  13,005   26,010   52,020   78,030   104,160 
$160,000 and above  13,880   27,760   55,520   83,280   111,160 
BankAtlantic Split-Dollar Plan
BankAtlantic adopted the BankAtlantic Split-Dollar Plan in 1996 to provide additional retirement benefits to Mr. Alan Levan, whose monthly benefits under the BankAtlantic Retirement Plan were limited by changes to the Code. Under the BankAtlantic Split-Dollar Plan and its accompanying agreement with Mr. Alan Levan, BankAtlantic arranged for the purchase of an insurance policy (the “Policy”) insuring the life of Mr. Alan Levan. The Policy accumulated cash value over time, which cash value is expected to supplement Mr. Alan Levan’s retirement benefit payable from the BankAtlantic Retirement Plan. Under the terms and conditions of the agreement between


20

BankAtlantic and Mr. Alan Levan, Mr. Alan Levan owns the Policy, but BankAtlantic agreed to make premium payments for the Policy until Mr. Alan Levan reached the age of 65 (or his death if earlier), after which BankAtlantic was entitled to be reimbursed for the amount of all premiums previously paid by it for the Policy. The BankAtlantic Split-Dollar Plan was not included in the freezing of the BankAtlantic Retirement Plan, and BankAtlantic made premium payments for the Policy from 1998 through 2009, when Mr. Alan Levan reached the age of 65. During 2010, BankAtlantic was reimbursed $3,492,212 for premium payments previously paid by it for the Policy.
COMPENSATION OF DIRECTORS
TheCompany’s Compensation Committee recommends director compensation to the full Board of Directors based on factors it considers appropriate and based on the recommendations of management. Each director of the Company who is not also an employee of the Company, BankAtlantic Bancorp, BankAtlanticBBX Capital or Bluegreen (each, a “non-employee director”) currently receives an annual cash retainer of $70,000 annually for his service on the Company’s Board of Directors. In addition to compensation for their service on the Board of Directors, the Company pays compensation to its non-employee directors for their service on the Board’s committees as follows.committees. The Chairman of the Audit Committee receives an annual cash retainer of $15,000. All other members of the Audit Committee receive annual cash retainers of $10,000. The Chairman of the Compensation Committee and the Nominating/Corporate Governance Committee and Investment Committee each receive an annual cash retainer of $3,500. Other than the Chairman, members of the Compensation Committee and the Nominating/Corporate Governance Committee and Investment Committee do not currently receive additional compensation for their service on those committees. Additionally, during 2010, Jarett S. Levan, who, due to his executive positions at BankAtlantic Bancorp and BankAtlantic, was not a “non-employee director”In addition, the members of the CompanyInvestment Committee do not currently receive additional compensation for 2010, received $54,808 from the Company during 2010 for services he performedtheir service on its behalf. Mr. Jarett Levan was appointed Executive Vice President of the Company during April 2011.such committee.
Director Compensation Table — 20102013
The following table sets forth for the fiscal year ended December 31, 2010, certain information regarding the compensation paid to Company’s directors (other thaneach individual who served as a non-employee director of the Named Executive Officers, who did not separately receive any compensationCompany during the year ended December 31, 2013 in consideration for theirhis service on the Board of Directors):
                             
              Change in
       
              Pension Value
       
  Fees
           and Nonqualified
       
  Earned
  Stock
     Non-Equity
  Deferred
       
  or Paid
  Awards
  Option
  Incentive Plan
  Compensation
  All Other
    
  in Cash($)  ($)  Awards($)(1)  Compensation($)  Earnings($)  Compensation($)  Total($) 
 
James Blosser (2)  73,500   —   —   —   —   —   73,500 
D. Keith Cobb (3)  73,500   —   —   —   —   —   73,500 
Darwin Dornbush  70,000   —   —   —   —   —   70,000 
Oscar Holzmann  80,000   —   —   —   —   —   80,000 
Jarett S. Levan  —   —   —   —   —   54,808(4)  54,808 
Alan J. Levy  70,000   —   —   —   —   —   70,000 
Joel Levy  85,000   —   —   —   —   —   85,000 
William Nicholson  80,000   —   —   —   —   —   80,000 
William R. Scherer (2)  70,000   —   —   —   —   —   70,000 
Neil Sterling  73,500   —   —   —   —   —   73,500 


21

(1)The table below sets forth the aggregate number of stock options held by each of the above-named individuals as of December 31, 2010. None of the above-named individuals held any shares of restricted stock as of December 31, 2010.
Name
Stock Options
James Blosser66,544(a)
D. Keith Cobb6,250(b)
Darwin Dornbush14,876(a)
Oscar Holzmann171,513(c)
Jarett S. Levan—
Alan J. Levy9,577(a)
Joel Levy39,686(a)
William Nicholson65,357(a)
William R. Scherer19,078(a)
Neil Sterling171,513(c)
and its committees during the year.
 
​Name​​
Fees Earned
or Paid
in Cash
​​
Stock
Awards​(2)
​​
Option
Awards​(2)
​​
Non-Equity
Incentive
Plan
Compensation
​​
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
​​
All
Other
Compensation
​​Total​
​
D. Keith Cobb​(1)
​​​$18,375​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​$18,375​​
​
Darwin Dornbush
​​​​70,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​70,000​​
​
Oscar Holzmann
​​​​83,500​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​83,500​​
​
Alan J. Levy
​​​​70,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​70,000​​
​
Joel Levy
​​​​85,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​85,000​​
​
William Nicholson
​​​​80,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​80,000​​
​
Neil Sterling
​​​​73,500​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​73,500​​
​​​​​​​​​​​​​​​​​​​​​​​​
(1)
  • During 2013, Mr. Cobb also received $22,500 of cash fees for his service as a member of BBX Capital’s Board of Directors and as Chairman of its Audit Committee. Effective April 3, 2013, Mr. Cobb resigned from the Board of Directors of the Company and BBX Capital. Following his resignation, Mr. Cobb entered into a consulting agreement with the Company and BBX Capital, effective May 1, 2013, pursuant to which Mr. Cobb provides certain services to the Company and BBX Capital, and Mr. Cobb receives a consulting fee from the Company and BBX Capital in the aggregate amount of $5,000 per month. Mr. Cobb received a total of $40,000 of consulting fees under the agreement during 2013. The amounts set forth in this footnote are not included in the table because they were not paid to Mr. Cobb in consideration for his services as a director of the Company. 
24
(2)
  • The table below sets forth, as of December 31, 2013, the aggregate number of shares of the Company’s Class A Common Stock or Class B Common Stock underlying options held by each of the Company’s non-employee directors as of December 31, 2013. None of the Company’s non-employee directors held any shares of restricted stock of the Company as of December 31, 2013.
 
​Name​​Stock Options​
​
Darwin Dornbush
​​​​3,719
​(a)
​​
(a)​
Oscar Holzmann
Represents options to purchase shares of Class A Stock.​​​​157,473
​(c)
​​
​
Alan J. Levy
​​​​9,577
​(b)
​​
(b)​
Joel Levy
Represents options to purchase shares of Class B Stock.​​​​39,686
​(b)
​​
​
William Nicholson
​​​​65,357
​(b)
​​
(c)​
Neil Sterling
Represents options to purchase shares of Class A Stock and Class B Stock as follows: Mr. Holzmann — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock; and Mr. Sterling — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock.​​​​157,473
​(c)​(d)
​​
​​​
(2)​Effective December 15, 2010, Messrs. Blosser and Scherer ceased serving as directors of the Company.
(3)During the year ended December 31, 2010, Mr. Cobb also received compensation totaling $90,000 in consideration for his service as a member of BankAtlantic Bancorp’s Board of Directors and as Chairman of its Audit Committee.
(4)Represents the compensation paid by the Company to Mr. Jarett Levan during 2010 for services he performed on its behalf.​


22

 
(a)
  • Represented options to purchase shares of the Company’s Class A Common Stock. These options were exercised in full by Mr. Dornbush during January 2014.
(b)
  • Represents options to purchase shares of the Company’s Class A Common Stock.
(c)
  • Represents options to purchase 151,223 shares of the Company’s Class A Common Stock and 6,250 shares of the Company’s Class B Common Stock.
(d)
  • During March 2014, Mr. Sterling exercised options to purchase 25,148 shares of the Company’s Class A Common Stock and 6,250 shares of the Company’s Class B Common Stock.
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PROPOSAL NO. 2 — APPROVAL OF THE BFC FINANCIAL CORPORATION
2014 STOCK INCENTIVE PLAN
General Information
On April 28, 2014, the Company’s Board of Directors approved and adopted the BFC Financial Corporation 2014 Stock Incentive Plan, subject to the approval of the Company’s shareholders at the Annual Meeting. If approved, the Company’s 2014 Stock Incentive Plan will succeed the BFC Financial Corporation 2005 Stock Incentive Plan (the “2005 Plan”) and the BFC Financial Corporation Stock Option Plan (collectively, the “Prior Plans”). As of the date of this Proxy Statement, only 5,967 shares of the Company’s Class A Common Stock and no shares of the Company’s Class B Common Stock remain available for future grant under the Prior Plans. Upon shareholder approval of the Company’s 2014 Stock Incentive Plan, the Company will not make future grants under either of the Prior Plans.
The proposed terms of the Company’s 2014 Stock Incentive Plan are similar to the terms of the 2005 Plan. As proposed, the Company’s 2014 Stock Incentive Plan, like the 2005 Plan, permits the Company to grant stock options and restricted stock awards to eligible individuals, as described in further detail below. However, the Company’s 2014 Stock Incentive Plan, if approved, will allow for the granting of stock options to purchase, and restricted stock awards of, both the Company’s Class A Common Stock and Class B Common Stock, as determined in the discretion of the administrative committee for the plan, whereas only shares of the Company’s Class A Common Stock were available for issuance pursuant to awards granted under the 2005 Plan.
The following is a summary of certain of the material terms and conditions of the Company’s 2014 Stock Incentive Plan and is qualified in its entirety by reference to the full text of the Company’s 2014 Stock Incentive Plan, which is attached to this Proxy Statement as Appendix A and is incorporated herein by reference.
Summary of the BFC Financial Corporation 2014 Stock Incentive Plan
Purpose of the Plan.   The purpose of the Company’s 2014 Stock Incentive Plan is to attract, retain and motivate officers and other employees of the Company or its subsidiaries or other affiliates, as well as directors and other individuals who perform services for the Company or its subsidiaries or other affiliates, to compensate them for their services, to encourage ownership by them of stock of the Company, to align their interests with those of the Company’s shareholders in the creation of long-term value, and to promote the success and profitability of the Company’s business.
Effective Date; Term.   The Company’s 2014 Stock Incentive Plan will become effective only upon approval by the Company’s shareholders at the Annual Meeting. No awards may be granted after the tenth anniversary of the effective date of the plan.
Stock Available Under the Plan.   As proposed, the Company’s 2014 Stock Incentive Plan will permit the Company to grant stock options to purchase, and restricted stock awards of, shares of the Company’s Class A Common Stock and Class B Common Stock to eligible individuals under the plan. The total number of shares that will be authorized and available for issuance pursuant to stock options and restricted stock awards granted under the Company’s 2014 Stock Incentive Plan, if the plan is approved by the Company’s shareholders, is 500,000 shares of Class A Common Stock and 4,500,000 shares of Class B Common Stock. These maximum share amounts will be subject to adjustment in the event of any change in the Company’s Class A Common Stock or Class B Common Stock, as the case may be, including, without limitation, by reason of a stock dividend, recapitalization, reorganization, merger, consolidation, stock split, reverse stock split, split-up, spin-off, combination or exchange of shares. Any shares subject to stock awards or option grants under the Company’s 2014 Stock Incentive Plan which expire or are terminated, forfeited or cancelled without having been exercised or vested in full, will again be available for grant under the plan.
Administration.   The Company’s 2014 Stock Incentive Plan will be administered by an administrative committee which may consist of not less than two members of the Board of Directors. The administrative committee has broad discretionary powers. The Compensation Committee will initially serve, and would be expected to continue to serve, as the administrative committee for the plan.
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Subject to the terms of the plan, including those described in further detail below, the administrative committee will have discretionary authority to, among other things: (i) determine the individuals to whom, and the time or times at which, options and restricted stock awards will be granted; (ii) determine the terms and provisions of each option and restricted stock award granted, including, without limitation, the class and number of shares of stock underlying each option and restricted stock award and the vesting schedule applicable to each option and restricted stock award; (iii) modify or amend each option or restricted stock award, including, without limitation, accelerate or defer the exercise or vesting date of any option or the vesting date of any restricted stock award (in each case with the consent of the holder thereof if the modification or amendment would adversely affect the holder’s right with respect to the option or restricted stock award); (iv) re-price previously granted options and/or substitute new options or restricted stock awards for previously granted options or restricted stock awards, as the case may be, which previously granted options or restricted stock awards may contain less favorable terms, including, in the case of options, higher exercise prices; and (v) interpret the plan and make all other determinations deemed necessary or advisable for the administration thereof.
Eligibility.   The administrative committee will select the people who will receive awards under the Company’s 2014 Stock Incentive Plan. Any employee or director of the Company or of any subsidiary, parent (if one shall exist) or other affiliate of the Company, and any independent contractor or agent of the Company or any subsidiary, parent (if one shall exist) or affiliate of the Company, may be selected by the administrative committee to receive awards under the plan.
As of April 29, 2014, approximately 5,420 individuals, including 18 non-employee directors of the Company or its subsidiaries or affiliates and 5,402 employees of the Company or its subsidiaries or affiliates, were eligible to be selected to receive stock options and restricted stock awards under the Company’s 2014 Stock Incentive Plan if it is approved by the Company’s shareholders.
The Company’s 2014 Stock Incentive Plan limits the number of shares underlying stock options and restricted stock awards that may be granted to an individual participant in any calendar year to 1,500,000 shares.
Awards.   The Company’s 2014 Stock Incentive Plan will permit the Company to grant stock options (both incentive stock options and non-qualified stock options) and restricted stock awards. Shares of both the Company’s Class A Common Stock and Class B Common Stock will be available for issuance pursuant to options and restricted stock awards granted under the plan.
Stock Options.   The administrative committee will establish the terms and conditions of the stock options granted under the Company’s 2014 Stock Incentive Plan. The administrative committee may not grant a stock option with a term of greater than 10 years or with a purchase price that is less than the fair market value of a share of the applicable class of stock on the date of grant.
Both incentive stock options that qualify for special federal income tax treatment or non-qualified stock options that do not qualify for special federal income tax treatment may be granted under the Company’s 2014 Stock Incentive Plan. Incentive stock options are subject to certain additional restrictions under the Code and the plan. The total number of shares of the Company’s Class A Common Stock and Class B Common Stock authorized for grant under the plan as incentive stock options may not exceed the maximum number of shares of such stock authorized for grant under the plan, as described under “Stock Available Under the Plan” above.
Unless otherwise designated by the administrative committee, options granted will be exercisable for a period of ten years after the date of grant, but will be subject to earlier termination under certain circumstances, including upon, or after the expiration of a specified period following, such time as the individual’s employment with the Company, or any subsidiary, parent (if one shall exist) or, in certain cases, other affiliate of the Company, is deemed to be terminated under the terms of the plan. Upon the exercise of an option, the exercise price of the option must be paid in full. Payment may be made in cash and/or shares of the Company’s stock, or in such other consideration as the administrative committee authorizes. Options may be transferred prior to exercise only to certain family members, trusts or other entities owned by the option holder and/or such family members, to charitable organizations or upon the death of the option holder.
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Restricted Stock Awards.   If the administrative committee determines to grant restricted stock awards under the Company’s 2014 Stock Incentive Plan, the administrative committee will, at the time of the grant, establish the terms of the restricted stock award, including, without limitation, whether the award is a performance-based restricted stock award, the class and number of shares of stock subject to the award and the vesting schedule applicable to the award.
Unless the administrative committee determines otherwise with respect to any restricted stock award, before the shares subject to a restricted stock award are vested and transferred to the award recipient, the administrative committee will hold the underlying shares and any dividends or distributions accumulating on such shares. However, the award recipient will have the right to direct the voting of the shares underlying the restricted stock award unless the administrative committee determines otherwise.
All restricted stock awards granted under the Company’s 2014 Stock Incentive Plan will be subject to a vesting schedule specified by the administrative committee at the time the award is granted. If the administrative committee does not specify a vesting schedule, the award will vest in full on the first anniversary of the grant date unless earlier terminated in accordance with the terms of the plan or the award agreement evidencing the restricted stock award, including upon, or under certain circumstances following the expiration of a period after, such time as the award recipient’s services on behalf of the Company, or any subsidiary, parent (if one shall exist) or other affiliate of the Company, is deemed to have ceased under the terms of the plan.
Performance-Based Restricted Stock Awards.   At the time of grant of a restricted stock award, the administrative committee may designate the restricted stock award as a performance-based restricted stock award. In that case, the administrative committee will establish, in addition to or in lieu of service-based vesting requirements, one or more performance goals, which must be attained as a condition of the vesting and/or retention of the shares. The performance goal(s) will be based on one or more of the following:
•
  • earnings per share;
•
  • total or net revenue;
•
  • revenue growth;
•
  • operating income;
•
  • net operating income after tax;
•
  • pre-tax or after-tax income;
•
  • cash flow;
•
  • cash flow per share;
•
  • net income;
•
  • EBIT;
•
  • EBITDA;
•
  • adjusted EBITDA;
•
  • profit growth;
•
  • return on equity;
•
  • return on assets;
•
  • return on capital employed;
•
  • economic value added (or an equivalent metric);
•
  • core earnings;
•
  • share price performance or other measures of equity valuation;
•
  • other earnings criteria or profit-related return ratios;
28
•
  • total shareholder return;
•
  • market share;
•
  • expense levels;
•
  • working capital levels;
•
  • strategic business objectives, consisting of one or more objectives based on meeting specified cost, profit, operating profit, sales, revenue, cash or cash generation targets or measures, or goals, including those relating to business expansion, business development, acquisitions or divestitures; or
•
  • except in the case of a “covered employee” under Section 162(m) of the Code, any other performance criteria established by the administrative committee.
Performance goals may be established on the basis of reported earnings or cash earnings, and consolidated results or the results of a business segment or individual business unit and may, in the discretion of the administrative committee, include or exclude certain items, including the operations or results of a business segment or individual business unit and/or the results of discontinued operations. Each performance goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company (or individual business segments or units) and/or the past or current performance of other companies. Performance goals need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).
Attainment of the performance goals will be measured over a performance measurement period specified by the administrative committee when the award is made. The administrative committee will determine in its discretion whether the award recipient has attained the performance goals. If the administrative committee determines that the award recipient attained the performance goals, the administrative committee will certify that fact in writing. If the performance goals are not satisfied during the performance measurement period, the relevant award will be forfeited. If the performance goals and any service-based vesting schedule are satisfied, the award will be distributed (or any vesting-related legend removed from any stock certificates previously delivered to the award recipient).
Mergers and Reorganizations.   The number of shares available under the Company’s 2014 Stock Incentive Plan and the number of shares subject to stock options and restricted stock awards granted under the plan may be adjusted to reflect any merger, consolidation or other business reorganization in which the Company is the surviving entity, and to reflect any stock split, stock dividend, spin-off or other event where the administrative committee determines an adjustment is appropriate in order to prevent the enlargement or dilution of an award recipient’s rights. If a merger, consolidation or other business reorganization occurs and the Company is not the surviving entity, any outstanding options, at the discretion of the administrative committee or the Board of Directors, may be canceled and payment made to the option holder in an amount equal to the value of the canceled options or modified to provide for alternative, nearly equivalent securities. Any outstanding restricted stock award shall be adjusted by allocating to the award recipient any money, stock, securities or other property received on account of outstanding shares by the other holders of record of the applicable class of stock, and such money, stock, securities or other property shall be subject to the same terms and conditions as the restricted stock award on account of which it has been issued, exchanged or paid.
Termination or Amendment.   The Board of Directors or the administrative committee will have the authority to at any time and from time to time terminate, modify, suspend or amend the Company’s 2014 Stock Incentive Plan, in whole or in part, provided, however, that no such termination, modification, suspension or amendment will be effective without shareholder approval if such approval is required to comply with any applicable law or stock exchange rule. In addition, no termination, modification, suspension or amendment of the plan will, without the consent of an option holder or restricted stock award recipient, adversely affect such option holder’s or restricted stock award recipient’s rights under any previously granted and then-outstanding stock option or restricted stock award, as the case may be.
29
Federal Income Tax Consequences
The following discussion is intended to be a summary and is not a comprehensive description of the federal tax laws, regulations and policies affecting the Company and recipients of restricted stock awards or stock options that may be granted under the Company’s 2014 Stock Incentive Plan. Any descriptions of the provisions of any law, regulation or policy are qualified in their entirety by reference to the particular law, regulation or policy. Any change in applicable law or regulation or in the policies of various taxing authorities may have a significant effect on this summary. The Company’s 2014 Stock Incentive Plan is not a qualified plan under Section 401(a) of the Code.
Stock Options.   Incentive stock options do not create federal income tax consequences when they are granted. If incentive stock options are exercised during the term of the option holder’s employment or within three months thereafter (or within one year thereafter in the case of termination due to death or disability), the exercise does not create federal income tax consequences. When the shares acquired on exercise of an incentive stock option are sold, the seller must pay federal income taxes on the amount by which the sales price exceeds the exercise price. This amount will be taxed at capital gains rates if the sale occurs at least two years after the option was granted and at least one year after the option was exercised. Otherwise, it is taxed as ordinary income.
Incentive stock options that are exercised more than three months after the termination of the option holder’s employment (or more than one year after termination of the option holder’s employment due to death or disability) are treated as non-qualified stock options. Non-qualified stock options do not create federal income tax consequences when they are granted. When non-qualified stock options are exercised, federal income taxes at ordinary income tax rates must be paid on the amount by which the fair market value of the shares acquired by exercising the option exceeds the exercise price. When an option holder sells shares acquired by exercising a non-qualified stock option, he or she must pay federal income taxes on the amount by which the sales price exceeds the exercise price plus the amount included in ordinary income at option exercise. This amount will be taxed at capital gains rates, which will vary depending upon the time that has elapsed since the exercise of the option.
When a non-qualified stock option is exercised, the Company is allowed a federal income tax deduction for the same amount that the option holder includes in his or her ordinary income, subject to certain restrictions and limits set forth in the Code. When an incentive stock option is exercised, the Company is not allowed to claim a deduction unless the shares acquired are resold sooner than two years after the option was granted or one year after the option was exercised.
Restricted Stock Awards.   Restricted stock awards granted under the plan will not result in federal income tax consequences to either the Company or the award recipient. Once the award is vested and the shares subject to the award are distributed, the award recipient is generally required to include in ordinary income, for the taxable year in which the vesting date occurs, an amount equal to the fair market value of the shares on the vesting date. The Company is generally allowed to claim a deduction, for compensation expense, in a like amount. If dividends are paid on unvested shares held under the plan, such dividend amounts are also included in the ordinary income of the recipient. The Company is generally allowed to claim a deduction for compensation expense for this amount as well.
In certain cases, a recipient of a restricted stock award that is not a performance-based restricted stock award may elect to include the value of the shares subject to a restricted stock award in income for federal income tax purposes when the award is made instead of when it vests.
Section 162(m) Deduction Limits.   Section 162(m) of the Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to its chief executive officer and other employees (other than its chief financial officer) whose compensation is required to be reported to shareholders under the Exchange Act and the rules and regulations promulgated by the SEC thereunder. However, the statute exempts qualifying “performance-based compensation” from the deduction limit if certain requirements are met. The Company designed its 2014 Stock Incentive Plan so that stock options and performance-based restricted stock awards granted under the plan will, if applicable requirements are met, constitute qualified performance-based compensation if the Board determines to seek such treatment. However, the $1,000,000 limit on deductibility would apply to restricted stock awards made to covered employees that are not designated as performance-based restricted stock awards, including those described below under “New Plan Benefits.”
30
The preceding statements are intended to summarize the general principles of current federal income tax law applicable to awards that may be granted under the Company’s 2014 Stock Incentive Plan. State and local tax consequences may also be significant.
New Plan Benefits
On October 7, 2013, the Compensation Committee approved the grant of restricted stock awards covering an aggregate of 892,224 shares of the Company’s Class A Common Stock to the Company’s executive officers, including each of the Named Executive Officers. 410,000 of those restricted shares were granted on October 7, 2013 under the 2005 Plan. Due to the limited remaining award availability under the 2005 Plan, the Compensation Committee approved for the 482,224 share balance of the restricted stock awards to be granted under the Company’s 2014 Stock Incentive Plan, subject to shareholder approval of the plan. If the plan is approved by the Company’s shareholders, the restricted shares will be scheduled to vest on October 7, 2017.
The following table sets forth, as of the date of this Proxy Statement, certain information with respect to the above-described restricted stock awards of the Company’s Class A Common Stock approved by the Compensation Committee for grant under the Company’s 2014 Stock Incentive Plan, subject to shareholder approval of the plan.
​Individual or Group​​
Dollar Value​(1)
​​Number of Restricted
Stock Awards		​
​
Alan B. Levan (Chairman and Chief Executive Officer)
​​​$535,763​​​​​160,408​​
​
John E. Abdo (Vice Chairman)
​​​$535,763​​​​​160,408​​
​
Jarett S. Levan (Executive Vice President)
​​​$269,551​​​​​80,704​​
​
All current executive officers, as a group
​​​$1,610,628​​​​​482,224​​
​
All current directors who are not executive officers, as a group
​​​$—​​​​​—​​
​
All employees, including all current officers who are not executive officers, as a group
​​​$1,610,628​​​​​482,224​​
​​​​​​​​​
(1)
  • Solely for purposes of this table, based on the $3.34 per share closing price of the Company’s Class A Common Stock, as quoted on the OTCQB, on April 29, 2014. The actual amount recorded by the Company for financial reporting purposes will be based on the closing price of the Company’s Class A Common Stock on the effective date of the Company’s 2014 Stock Incentive Plan.
Grants of restricted stock awards and stock options under the Company’s 2014 Stock Incentive Plan are at the discretion of the administrative committee and, except for the restricted stock awards of 482,224 shares of Class A Common Stock described above, the administrative committee has not yet determined to whom and in what amount any awards will be made.
Shareholder Vote Required for Approval
Under the proposed terms of the Company’s 2014 Stock Incentive Plan and in accordance with the requirements of Section 162(m) of the Code, approval of the plan requires the affirmative vote of a majority of the votes cast on the plan, including abstentions. With respect to this voting requirement, holders of the Company’s Class A Common Stock and Class B Common Stock will vote together as a single class on the plan, with all holders of the Company’s Class A Common Stock outstanding as of the close of business on the Record Date being entitled to one vote per share and having in the aggregate 22% of the general voting power, and all holders of the Company’s Class B Common Stock outstanding as of the close of business on the Record Date being entitled to 36.78 votes per share and having in the aggregate the remaining 78% of the general voting power.
In addition, under the Company’s Amended and Restated Articles of Incorporation, holders of a majority of the shares of the Company’s Class B Common Stock outstanding as of the close of business on the Record Date are required to approve the Company’s 2014 Stock Incentive Plan as well as the issuance of shares of the Company’s Class B Common Stock pursuant to options and restricted stock awards granted
31
under the plan. A vote in favor of approval of the Company’s 2014 Stock Incentive Plan by the holders of the Company’s Class B Common Stock will be deemed to constitute a vote in favor of approval of the plan and the approval required by the Company’s Amended and Restated Articles of Incorporation of the issuance of the shares of the Company’s Class B Common Stock pursuant to options and restricted stock awards granted under the plan. Accordingly, holders of the Company’s Class B Common Stock should only vote in favor of the Company’s 2014 Stock Incentive Plan if they wish to approve the plan and to approve the issuance of all shares of the Company’s Class B Common Stock pursuant to options and restricted stock awards granted under the plan.
The Board of Directors Unanimously Recommends that Shareholders
Vote “For” the Approval of the Company’s 2014 Stock Incentive Plan.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of December 31, 2013, information regarding awards previously granted and outstanding, and securities authorized for future issuance, under the Company’s current equity compensation plans.
​Plan Category​​
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants or Rights
​​
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants or Rights
​​
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Outstanding
Options, Warrants
and Rights)
​
​
Equity compensation plans approved by security holders
​​​​1,654,643​​​​$0.41​​​​​5,967​​
​
Equity compensation plans not approved by security holders
​​​​—​​​​​—​​​​​—​​
​
Total
​​​​1,654,643​​​​$0.41​​​​​5,967​​
​​​​​​​​​​​​
Assumption of BBX Capital Equity Compensation Plans
If the Company’s currently proposed merger with BBX Capital is consummated, the Company will assume BBX Capital’s equity compensation plans, including BBX Capital’s 2005 Restricted Stock and Option Plan and, if approved by BBX Capital’s shareholders at its 2014 Annual Meeting of Shareholders, BBX Capital’s 2014 Stock Incentive Plan. In addition, as previously described, each option to acquire shares of BBX Capital’s Class A Common Stock that is outstanding at the effective time of the merger, whether or not then exercisable, will be converted into an option to acquire shares of the Company’s Class A Common Stock, which will continue in effect under the applicable BBX equity compensation plan assumed by the Company in the merger and be subject to the same terms and conditions as in effect at the effective time of the merger, except that the number of shares which may be acquired upon exercise of the option will be multiplied by the exchange ratio in the merger and the exercise price of the option will be divided by the exchange ratio. Further, each share of BBX Capital’s Class A Common Stock subject to a restricted stock award outstanding at the effective time of the merger will be converted into a restricted share of the Company’s Class A Common Stock, which will continue in effect under the applicable BBX equity compensation plan assumed by the Company in the merger be subject to the same terms and conditions as in effect at the effective time of the merger, except that the number of shares subject to the award will be multiplied by the exchange ratio. As of the date of this Proxy Statement, options to acquire 21,282 shares of BBX Capital’s Class A Common Stock and 1,277,802 unvested restricted shares of BBX Capital’s Class A Common Stock are outstanding under BBX Capital’s equity compensation plans. The exchange ratio under the terms of the merger agreement is 5.39 shares of BFC’s Class A Common Stock for each share of BBX Capital’s Class A Common Stock but is subject to adjustment to reflect any stock split, reverse stock split or similar transaction affecting the Company’s Class A Common Stock or BBX Capital’s Class A Common Stock prior to the effective time of the merger. If the merger is consummated, the Company would not grant any further awards under any BBX Capital equity compensation plan assumed in the merger. See “Certain Relationships and Related Transactions” for additional information regarding the currently proposed merger between the Company and BBX Capital.
32
AUDIT COMMITTEE REPORT
The following Audit Committee Report does not constitute soliciting material and should not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates the Report by reference therein.
The charter of the Audit Committee sets forth the Audit Committee’s responsibilities, which include oversight of the Company’s financial reporting on behalf of the Board of Directors and shareholders. The Audit Committee held twelve meetings during 2010. These meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee and the Company’s management and internal auditors, as well as with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for 2010.(“PwC”). The Audit Committee discussed with the Company’s internal auditors and PwC the overall scope and plans for their respective audits and met with the internal auditors and PwC, with and without management present, to discuss the results of their examinations and their evaluations of the Company’s internal controls and compliance matters. The Audit Committee reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 20102013 with management and PwC prior to the filing with the SEC of the Company’s Annual Report onForm 10-K with the SEC on April 8, 2011. On April 20, 2011, the Audit Committee approved the engagement of PwC as the Company’s independent registered public accounting firm for 2011.
such year.
Management has primary responsibility for the Company’s financial statements and the overall financial reporting process, including the Company’s system of internal controls. The Company’s independent registered public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America, and discusses with the Audit Committee its independence and any other matters that it is required to discuss with the Audit Committee or that it believes should be raised with it. The Audit Committee oversees these processes, although it must rely on information provided to it and on the representations made by management and the Company’s independent registered public accounting firm.
The Audit Committee discussed with PwC the matters required to be discussed with audit committees under generally accepted auditing standards, including, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements and the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
The Audit Committee also received from PwC the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with PwC its independence from the Company. When considering PwC’s independence, the Audit Committee considered whether PwC’s provision of services to the Company beyond those rendered in connection with its audit and review of the Company’s consolidated financial statements was compatible with maintaining PwC’s independence. The Audit Committee also reviewed, among other things, the amount of fees paid to PwC for audit and non-audit services.
Based on these reviews, meetings, discussions and reports, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 20102013 be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2010.such year.
Submitted by the Members of the Audit Committee:
Joel Levy, Chairman

Oscar Holzmann

William Nicholson


23

33
FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2010THE YEARS ENDED DECEMBER 31, 2013 AND 20092012
PwC served as the independent registered certified public accounting firm for the Company, BBX Capital and BankAtlantic BancorpBluegreen for 20102013 and 2009.2012. The following table presents for each of the Company and BankAtlantic Bancorp, fees for professional services rendered by PwC for the audit of each company’s annual financial statements for 20102013 and 2009, as well as2012. The table also presents fees billed for audit-related services, tax services and all other services rendered by PwC for thosethe applicable years. PwC also served as Woodbridge Holdings Corporation’s independent registered public firm
​​​​2013​​2012​
​​​​(in thousands)​​(in thousands)​
​BFC Financial Corporation​​​​​​​​​​​​​
​
Audit fees​(1)
​​​$440​​​​$428​​
​
Audit-related fees​(2)
​​​​162​​​​​163​​
​
Tax fees
​​​​—​​​​​—​​
​
All other fees​(3)
​​​​2​​​​​—​​
​Bluegreen​​​​​​​​​​​​​
​
Audit fees​(1)
​​​$810​​​​$885​​
​
Audit-related fees​(4)
​​​​382​​​​​165​​
​
Tax fees
​​​​—​​​​​—​​
​
All other fees
​​​​—​​​​​—​​
​BBX Capital​​​​​​​​​​​​​
​
Audit fees​(1)
​​​$911​​​​$1,031​​
​
Audit-related fees​(5)
​​​​251​​​​​25​​
​
Tax fees
​​​​—​​​​​—​​
​
All other fees​(6)
​​​​2​​​​​27​​
​​​​​​​​
(1)
  • Includes fees for services related to each company’s respective annual financial statement audits, annual audits of each company’s effectiveness of internal control over financial reporting and the review of quarterly financial statements. In addition, the 2012 amount for the 2009 period ending upon consummationCompany includes approximately $16,000 related to the previously disclosed recast of the Company’s consolidated financial statements for the years ended December 31, 2011 and 2010.
(2)
  • The 2013 amount includes fees paid by the Company in connection with the Company’s Registration Statement on Form S-4 relating to the currently proposed merger between the Company and BBX Capital, fees paid by the Company in connection with SEC filings related to the April 2013 cash merger pursuant to which Woodbridge Merger on September 21, 2009 (at which time Woodbridge Holdings Corporation became a wholly owned subsidiaryacquired all of the Company),outstanding shares of Bluegreen’s common stock not previously owned by Woodbridge, and fees for services related to the financial statement audit of Woodbridge. The 2012 amount includes fees paid by the Company in connection with the Company’s Registration Statement on Form S-4 relating to the stock-for-stock merger transaction which was contemplated by the November 11, 2011 merger agreement between the Company and Bluegreen.
(3)
  • Represents a one year licensing fee to access PwC’s accounting research software services.
(4)
  • Includes $110,000 and $95,000 for 2013 and 2012, respectively, for the financial statement audit of one of Bluegreen’s subsidiaries, with the balance relating primarily to agreed-upon procedures related to Bluegreen’s servicing of its notes receivable portfolio and securitizations. Fees for 2012 also include those related to the audit of Bluegreen’s 401(k) plan.
(5)
  • Includes (a) for 2013, fees for services related to acquisitions and investments made by BBX Capital during 2013, including the acquisition of Renin Corp. and its subsidiaries during October 2013 and the following table includes,acquisition of Hoffmans Chocolate, LLC and its subsidiaries, Boca Bons, LLC and S&F Good Fortunes, LLC, during December 2013, and (b) for 2012, fees related to information statements and other reports filed by BBX Capital with respectthe SEC in connection with the sale of BankAtlantic.
34
(6)
  • Represents, for each of 2013 and 2012, a one year licensing fee to such period, feesaccess PwC’s accounting research software and, for professional services rendered2012, expenses related to Woodbridgethe action brought by PwC. PwC did not servethe SEC against BBX Capital and its Chairman, as Bluegreen’s independent registered certified public accounting firmdescribed in the “Legal Proceedings” section of the Company’s Annual Report on Form 10-K for 2010 or 2009.the year ended December 31, 2013, as filed with the SEC on March 17, 2014.
         
  2010  2009 
  (In thousands) 
 
BFC Financial Corporation
        
Audit fees $1,475(1) $1,067(1)
Audit — related fees  —   89(2)
Tax fees  —   5 
All other fees  —   — 
BankAtlantic Bancorp
        
Audit fees  1,821(1)  1,582(1)
Audit — related fees  36(2)  74(2)
Tax fees  —   — 
All other fees  31(3)  40(3)
Woodbridge
        
Audit fees  —   150(4)
Audit — related fees  —   — 
Tax fees  —   — 
All other fees  —   — 
(1)Includes fees for services primarily related to each company’s respective annual financial statement audits, the 2010 and 2009 audits of effectiveness of internal control over financial reporting and the review of quarterly financial statements included in each company’s quarterly reports onForm 10-Q. The 2010 amount for the Company also includes fees in the amount of $624,950 related to procedures performed by PwC at Bluegreen as part of the Company’s annual financial statement audit. Bluegreen has agreed to reimburse the Company for such fees.
(2)Includes primarily fees related to registration statements filed by the Company and BankAtlantic Bancorp with the SEC.
(3)Includes primarily fees related to BankAtlantic Bancorp’s compliance with subpoenas for information received in connection with the SEC investigation which is described in Item 3 of Part I of BankAtlantic Bancorp’s Annual Report onForm 10-K for the year ended December 31, 2010, which was filed with the SEC on March 31, 2011.
(4)Includes fees for services primarily related to the review of quarterly financial statements filed in Woodbridge’s quarterly reports onForm 10-Q for the first two quarters of 2009 prior to consummation of the Woodbridge Merger during September 2009.
All audit-related services and other services set forth above were pre-approved by the audit committee of the respective company,company’s Audit Committee, which concluded that the provision of such services by PwC was compatible with the maintenance of PwC’s independence in the conduct of its auditing functions.
Under theits charter, of the Company’s Audit Committee, the Audit Committee must review and pre-approve both audit and permitted non-audit services provided by the Company’s independent registered public accounting firm and shall not engage the independent registered public accounting firm to perform any non-audit services prohibited by law or regulation. Each year, the independent registered public accounting firm’s retention to audit the Company’s


24

financial statements, including the associated fee, is approved by the Audit Committee. Under its current practices, the Audit Committee does not regularly evaluate potential engagements of the independent registered public accounting firm and approve or reject such potential engagements. At each Audit Committee meeting, the Audit Committee receives updates on the services actually provided by the independent registered public accounting firm, and management may present additional services for pre-approval. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to evaluate and approve engagements involving projected fees of $10,000 or less on behalf of the Audit Committee in the event that a need arises for pre-approval between regular Audit Committee meetings. If the Chairman so approves any such engagements, he will report that approval to the full Audit Committee at the next Audit Committee meeting. Engagements involving projected fees of more than $10,000 may only be pre-approved by the full Audit Committee at a regular or special meeting of the Audit Committee.
35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 11, 2011,29, 2014, certain information as to the Company’s Class A Common Stock and Class B Common Stock beneficially owned by persons known by the Company to own in excess of 5% of the outstanding shares of such stock. In addition, this table includes information regarding the outstanding securitiesshares of the Company’s Class A Common Stock and Class B Common Stock beneficially owned by (i) each Named Executive Officer, (ii) each of the Company’s directors and (iii) the Company’s directors and executive officers as a group. Management knows of no person, except as listed below, who beneficially owned more than 5% of the outstanding shares of the Company’s Class A Common Stock or Class B Common Stock as of April 11, 2011.29, 2014. Except as otherwise indicated, the information provided in the following table was obtained from filings with the SEC and the Company pursuant to the Exchange Act. For purposes of the following table, in accordance withRule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of Class A Common Stock or Class B Common Stock which he or she has or shares, directly or indirectly, voting or investment power, or which he or she has the right to acquire beneficial ownership of at any time within 60 days after April 11, 2011.29, 2014. As used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment power” includes the power to dispose of, or direct the disposition of, such shares. Unless otherwise noted, each beneficial owner has sole voting and sole investment power over the shares beneficially owned.
 
                     
     Class A
  Class B
  Percent of
  Percent of
 
     Stock
  Stock
  Class A
  Class B
 
Name of Beneficial Owner
 Notes  Ownership  Ownership  Stock  Stock 
 
Florida Partners Corporation  (1,2,4,5)  1,270,294   133,314   2.0%  1.9%
I.R.E. Properties, Inc.   (1,2,4,5)  4,662,929   561,017   7.6%  8.2%
Levan Enterprises, Ltd.   (1,2,4,5)  1,299,130   146,865   2.1%  2.1%
Alan B. Levan  (1,2,3,4,5,6,8)  267,725   2,406,235   3.8%  33.6%
John E. Abdo  (1,2,3,4,6)  3,581,137   3,273,797   9.5%  45.7%
Seth M. Wise  (2,3,7)  25,047   0   *  0.0%
D. Keith Cobb  (1,2,3)  97,656   6,250   *  *
Darwin Dornbush  (2,3)  38,930   0   *  0.0%
Oscar Holzmann  (1,2,3)  164,361   20,290   *  *
Jarett S. Levan  (2,8)  10,753   0   *  0.0%
Alan J. Levy  (2,3)  44,600   0   *  0.0%
Joel Levy  (2,3)  31,793   0   *  0.0%
William Nicholson  (2,3)  36,293   0   *  0.0%
Neil Sterling  (1,2,3)  164,361   20,290   *  *
Dr. Herbert A. Wertheim  (1,9)  3,968,157   416,448   6.4%  6.1%
Pennant Capital Management, L.L.C  (10)  7,433,850   0   10.9%  0.0%
Greek Investments, Inc.   (11)  4,211,090   0   6.2%  0.0%
SC Fundamental Value Fund L.P.   (12)  3,928,108   0   5.7%  0.0%
All directors and executive officers of the Company as of April 11, 2011 as a group (13 persons)  (1,2,3,4,5,6)  11,716,354   6,578,205   24.1%  87.4%
​Name of Beneficial Owner​​Notes​​Class A
Common
Stock
Ownership		​​Class B
Common
Stock
Ownership		​​Percent of
Class A
Common
Stock		​​Percent of
Class B
Common
Stock		​
​
Levan BFC Stock Partners LP
​​(1,2,4,5,11)​​​​—​​​​​2,019,456​​​​​2.8%​​​​​27.6%​​
​
Levan Partners LLC
​​(1,2,4,5,11)​​​​5,642,015​​​​​707,882​​​​​8.8%​​​​​9.7%​​
​
Alan B. Levan
​​(1,2,3,4,5,6,8,11)​​​​8,095,373​​​​​6,521,228​​​​​18.8%​​​​​86.9%​​
​
John E. Abdo
​​(1,2,3,4,6,11)​​​​4,509,121​​​​​3,273,797​​​​​10.4%​​​​​44.2%​​
​
Seth M. Wise
​​(2,3,7,11)​​​​528,659​​​​​—​​​​​*​​​​​0.0%​​
​
Jarett S. Levan
​​(2,3,8,11)​​​​256,329​​​​​—​​​​​*​​​​​0.0%​​
​
Darwin Dornbush
​​(2,3,11)​​​​50,087​​​​​—​​​​​*​​​​​0.0%​​
​
Oscar Holzmann
​​(1,2,3,11)​​​​164,361​​​​​20,290​​​​​*​​​​​*​​
​
Alan J. Levy
​​(2,3,11)​​​​51,783​​​​​—​​​​​*​​​​​0.0%​​
​
Joel Levy
​​(2,3,11)​​​​61,558​​​​​—​​​​​*​​​​​0.0%​​
​
William Nicholson
​​(2,3,11)​​​​85,311​​​​​—​​​​​*​​​​​0.0%​​
​
Neil Sterling
​​(1,2,3,11)​​​​126,075​​​​​—​​​​​*​​​​​0.0%​​
​
Dr. Herbert A. Wertheim
​​(1,9,11)​​​​3,968,157​​​​​416,448​​​​​6.1%​​​​​5.7%​​
​
Howard Dvorkin
​​(10,11)​​​​3,695,245​​​​​—​​​​​5.2%​​​​​0.0%​​
​
All directors and executive officers of the Company as of April 29, 2014, as a group (11 persons)
​​(1,2,3,4,5,6,7,8,11)​​​​14,149,157​​​​​6,541,518​​​​​26.1%​​​​​87.1%​​
​​​​​​​​​​​​​​​​​​


25

*
  • Less than one percent of class.
(1)
  • The Company’s Class B Common Stock is convertible on a share-for-share basis into the Company’s Class A Common Stock at any time at the beneficial owner’s discretion. However, see footnote 6 below regarding restrictions on Mr. Abdo’s right to convert his shares of Class B Common Stock into shares of Class A Common Stock. The number of shares of Class B Common Stock held by each beneficial owner is not separately included in the “Class A Common Stock Ownership” column, but is included for the purpose of calculating the percent of Class A Common Stock held by each beneficial owner.
(2)
  • Mailing address is 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301.
* Less than one percent of class.
(1)Class B Stock is convertible on ashare-for-share basis at any time at the beneficial owner’s discretion. However, see footnote 6 below regarding restrictions on Mr. Abdo’s right to convert his shares of Class B Stock into shares of Class A Stock. The number of shares of Class B Stock held by each beneficial owner is not separately included in the “Class A Stock Ownership” column, but is included for the purpose of calculating the percent of Class A Stock held by each beneficial owner.
(2)Mailing address is 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309.
(3)Includes shares that may be acquired within 60 days after April 11, 2011 pursuant to the exercise of stock options to purchase Class A Stock or Class B Stock as follows: Alan B. Levan — 188,170 shares of Class A Stock and 304,329 shares of Class B Stock; John E. Abdo — 196,845 shares of Class A Stock and 304,329 shares of Class B Stock; Seth M. Wise — 19,956 shares of Class A Stock; D. Keith Cobb — 6,250 shares of Class B Stock; Darwin Dornbush — 3,719 shares of Class A Stock; Oscar Holzmann — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock; Alan J. Levy — 2,394 shares of Class A Stock; Joel Levy — 9,921 shares of Class A Stock; William Nicholson — 16,339 shares of Class A Stock; and Neil Sterling — 151,223 shares of Class A Stock and 20,290 shares of Class B Stock. The group total also includes options held by Maria R. Scheker, the Company’s Chief Accounting Officer, to purchase 21,302 shares of Class A Stock and 10,147 shares of Class B Stock.
(4)The Company may be deemed to be controlled by Messrs. Alan Levan and Abdo, who collectively may be deemed to have an aggregate beneficial ownership of shares of the Company’s Class A Stock and Class B Stock, including shares that may be acquired pursuant to the exercise of stock options (as set forth in footnote 3 above), representing approximately 72% of the total voting power of the Company.
(5)I.R.E. Properties, Inc. is 100% owned by Levan Enterprises, Ltd., and Levan Enterprises, Ltd. may be deemed to be the controlling shareholder of Florida Partners Corporation. Levan Enterprises, Ltd. is a limited partnership whose sole general partner is Levan General Corp., a corporation 100% owned by Mr. Alan Levan. Therefore, Mr. Alan Levan may be deemed to be the beneficial owner of the shares of the Company’s Class A Stock and Class B Stock owned by each of such entities. In addition to Mr. Alan Levan’s personal holdings of the Company’s Class A Stock and Class B Stock, he may be deemed to be the beneficial owner of 11,440 shares of Class A Stock and 1,200 shares of Class B Stock held of record by his wife. Excluding shares of Class B Stock beneficially owned by Mr. Alan Levan (which are convertible at any time in his discretion on ashare-for-share basis into Class A Stock), Mr. Alan Levan may be deemed to beneficially own, in the aggregate, 7,500,078 shares, or approximately 11%, of the Company’s Class A Stock. He may also be deemed to beneficially own, in the aggregate, 3,247,431 shares, or approximately 45%, of the Company’s Class B Stock. Collectively, these shares represent approximately 36% of the total voting power of the Company.
(6)Messrs. Alan Levan and Abdo have agreed to vote their shares of Class B Stock in favor of the election of the other to the Company’s Board of Directors for so long as they are willing and able to serve as directors of the Company. Additionally, Mr. Abdo has agreed, subject to certain exceptions, not to transfer certain of his shares of Class B Stock and to obtain the consent of Mr. Alan Levan prior to the conversion of certain of his shares of Class B Stock into shares of Class A Stock.
(7)Mr. Wise’s holdings of Class A Stock include 247 shares held in his spouse’s IRA which he may be deemed to beneficially own.
(8)Mr. Jarett Levan is the son of Mr. Alan Levan.
(9)Dr. Wertheim’s ownership was reported in a Rebuttal of Control Agreement filed on December 20, 1996 with the Office of Thrift Supervision (as adjusted for stock splits since the date of filing). The Rebuttal of Control Agreement indicates that Dr. Wertheim has no intention to manage or control, directly or indirectly, the Company. Dr. Wertheim’s mailing address is 191 Leucadendra Drive, Coral Gables, Florida 33156.
(10)Based on the Schedule 13G/A filed with the SEC on February 14, 2011, Pennant Capital Management, L.L.C and its affiliate, Alan Fournier, have shared voting and dispositive power over all such shares, and another affiliate of Pennant Capital Management, L.L.C., Pennant Windward Master Fund, L.P., shares voting and


26

dispositive power over 6,072,490. The mailing address of each of Pennant Capital Management, L.L.C, Alan Fournier and Pennant Windward Master Fund, L.P. is 26 Main Street, Suite 203, Chatham, New Jersey 07928.
(11)Based on the Schedule 13G filed with the SEC on February 15, 2011, Greek Investments, Inc. and two of its affiliates, Jorge Constantino and Panayotis Constantino, have shared voting and dispositive power over all such shares. The mailing address of Greek Investments, Inc. is P.O. Box 10908, Caparra Heights Station, San Juan, Puerto Rico00922-0908. The mailing address of each of Jorge and Panayotis Constantino is Zalokosta 14, Paleo Psihiko, Athens, 15452, Greece.
(12)Based on the Schedule 13G/A filed with the SEC on February 12, 2010, SC Fundamental Value Fund L.P. has sole voting and dispositive power over 1,680,229 of such shares, each of Peter M. Collery and SC Fundamental LLC Employee Savings & Profit Sharing Plan has sole voting and dispositive power over 334,804 of such shares, certain of SC Fundamental Value Fund L.P.’s other affiliates have shared voting and dispositive power over some or all of the balance of such shares. The mailing address of SC Fundamental Value Fund, L.P. and each of its applicable affiliates (other than SC Fundamental Value BVI, Ltd.) is 747 Third Avenue, 27th Floor, New York, New York 10017. The mailing address of SC Fundamental Value BVI, Ltd. isc/o MadisonGrey Fund Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman KY1-1003, Cayman Islands.
36
(3)
  • Includes shares that may be acquired within 60 days after April 29, 2014 pursuant to the exercise of stock options to purchase shares of Class A Common Stock or Class B Common Stock as follows: Alan B. Levan — 377,680 shares of Class A Common Stock and 93,750 shares of Class B Common Stock; John E. Abdo — 412,380 shares of Class A Common Stock and 93,750 shares of Class B Common Stock; Seth M. Wise — 79,824 shares of Class A Common Stock; Oscar Holzmann — 151,223 shares of Class A Common Stock and 6,250 shares of Class B Common Stock; Alan J. Levy — 9,577 shares of Class A Common Stock; Joel Levy — 39,686 shares of Class A Common Stock; William Nicholson — 65,357 shares of Class A Common Stock; and Neil Sterling — 126,075 shares of Class A Common Stock.
(4)
  • The Company may be deemed to be controlled by Messrs. Alan Levan and Abdo, who collectively may be deemed to have an aggregate beneficial ownership of shares of the Company’s Class A Common Stock and Class B Common Stock, including shares that may be acquired pursuant to the exercise of stock options (as set forth in footnote 3 above), representing approximately 71% of the total voting power of the Company.
(5)
  • Mr. Alan Levan’s beneficial holdings include the 5,642,015 shares of Class A Common Stock and 707,882 shares of Class B Common Stock owned by Levan Partners LLC and the 2,019,456 shares of Class B Common Stock owned by Levan BFC Stock Partners LP. Mr. Levan’s beneficial holdings also include 1,270,294 shares of Class A Common Stock and 133,314 shares of Class B Common Stock owned directly by Florida Partners Corporation, 11,440 shares of Class A Common Stock and 1,200 shares of Class B Common Stock held of record by his wife and 36,711 shares of Class A Common Stock held through trusts for the benefit of his children.
(6)
  • Messrs. Alan Levan and Abdo have agreed to vote their shares of Class B Common Stock in favor of the election of the other to the Company’s Board of Directors for so long as they are willing and able to serve as directors of the Company. Additionally, Mr. Abdo has agreed to vote the shares of Class B Common Stock that he owns in the same manner as Mr. Alan Levan, or upon Mr. Alan Levan’s death, unless previously revoked, Mr. Jarett Levan, votes his shares of Class B Common Stock. As a result, the shares of Class B Common Stock beneficially owned by Mr. Abdo are included in Mr. Alan Levan’s beneficial holdings in the table. Mr. Abdo has also agreed, subject to certain exceptions, not to transfer certain of his shares of Class B Common Stock and to obtain the consent of Mr. Alan Levan, or upon Mr. Alan Levan’s death, unless previously revoked, Mr. Jarett Levan, prior to the conversion of certain of his shares of Class B Common Stock into shares of Class A Common Stock.
(7)
  • Mr. Wise’s holdings of Class A Common Stock include 247 shares held in his spouse’s IRA which he may be deemed to beneficially own.
(8)
  • Mr. Alan Levan is the father of Mr. Jarett Levan.
(9)
  • Dr. Wertheim’s ownership was reported in a Rebuttal of Control Agreement filed on December 20, 1996 with the Office of Thrift Supervision (as adjusted for stock splits since the date of filing). The Rebuttal of Control Agreement indicates that Dr. Wertheim has no intention to directly or indirectly manage or control the Company. Dr. Wertheim’s mailing address is 191 Leucadendra Drive, Coral Gables, Florida 33156.
(10)
  • Based on the Schedule 13G filed with the SEC on February 12, 2013, Mr. Dvorkin may be deemed to beneficially own the shares through two companies: YMF, Ltd., a Cayman Islands company, that owns 3,689,845 shares of Class A Common Stock and PITA Ltd., a Cayman Islands company, that owns 5,400 shares of Class A Common Stock and 25,000 shares of Class B Common Stock. Mr. Dvorkin disclosed in the Schedule 13G that he is the managing director and sole officer of both companies and that he has sole voting and dispositive power over all of the shares of Class A Common Stock and Class B Common Stock owned by the companies. Mr. Dvorkin’s mailing address is 7809 Galleon Court, Parkland, Florida 33067.
(11)
  • Pursuant to the instructions to Item 403 of Regulation S-K, the total number of outstanding shares of Class A Common Stock for purposes of calculating the percentage beneficial ownership interest of each person or group does not include 4,577,220 shares of Class A Common Stock, which represents approximately 6% of the total number of outstanding shares of such stock, underlying unvested restricted stock awards as to which the Company’s Compensation Committee has sole voting power and the award recipients do not have voting or investment power.
37
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware of any matters other than the election of directorsthose described in this Proxy Statement which may be brought before the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING
TO BE HELD ON MAY 17, 2011
JUNE 12, 2014
This Proxy Statement (including forms of the accompanying proxy cards) and the Company’s Annual Report to Shareholders for the year ended December 31, 20102013 are available atwww.proxydocs.com/bfcfwww.edocumentview.com/BFCF_MTG.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLPPwC served as the Company’s independent registered public accounting firm for the year ended December 31, 2010.2012. A representative of PricewaterhouseCoopers LLPPwC is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions from shareholders.
Prior to October 17, 2012, Ernst & Young LLP (“E&Y”) served as Bluegreen’s independent registered public accounting firm. Because Bluegreen’s results and financial condition are consolidated into the Company’s financial statements, for the period of time during which E&Y served as Bluegreen’s independent registered public accounting firm, PwC, in its audit reports on the Company’s consolidated financial statements, relied on the reports of E&Y with respect to E&Y’s audits of Bluegreen’s financial statements and internal control over financial reporting. In addition, PwC performed certain review procedures at Bluegreen in connection with PwC’s annual audits of the Company’s consolidated financial statements.
On October 17, 2012, after consideration of the foregoing factors and the reasons for Bluegreen using the same independent registered public accounting firm as the Company, the Audit Committee of Bluegreen’s Board of Directors approved the engagement of PwC as Bluegreen’s independent registered public accounting firm for the fiscal year ended December 31, 2012. At the same meeting, Bluegreen’s Audit Committee approved the dismissal of E&Y as Bluegreen’s independent registered public accounting firm, effective immediately. In its public filings with the SEC, Bluegreen disclosed the following information with respect to its change of independent registered public accounting firms:
•
  • The audit reports of E&Y on Bluegreen’s financial statements for the years ended December 31, 2011 and 2010 did not contain an adverse opinion or disclaimer of opinion, nor was either of such reports qualified or modified as to uncertainty, audit scope or accounting principles, except for the modifications due to the adoption of ASC 860 and 810 on January 1, 2010.
•
  • During the years ended December 31, 2011 and 2010 and the interim period from January 1, 2012 through October 17, 2012: (i) Bluegreen had no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to E&Y’s satisfaction, would have caused E&Y to make reference to the subject matter of the disagreement in connection with its reports; and (ii) there were no “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
•
  • During the years ended December 31, 2011 and 2010 and the interim period from January 1, 2012 through October 17, 2012, Bluegreen did not consult with PwC regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Bluegreen’s financial statements; or (ii) any matter that was the subject of either a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K. Bluegreen did note, however, that as described above, PwC, in its capacity as the Company’s independent registered public accounting firm, performed certain review procedures at Bluegreen as part of PwC’s annual audits of the Company’s consolidated financial statements for the years ended December 31, 2011 and 2010, and PwC provided accounting and related services to the Company in connection with the then-proposed stock-for-stock merger between the Company and Bluegreen.
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ADDITIONAL INFORMATION
“Householding” of Proxy Material.   The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or AST, the Company’s transfer agent, that they or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. However, the Company will deliver promptly upon written or oral request a separate copy of this Proxy Statement to a shareholder at a shared address to which a single Proxy Statement was delivered. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple proxy statements and would like to request delivery of a single proxy statement, please notify your broker if your shares are held in a brokerage account or AST if you orare the record holder of your shares. You can notify AST by calling800-937-5449 or by sending a written


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request to American Stock Transfer & Trust Company, LLC, 59 Maiden Lane — Plaza Level, New York, NY 10038, Attn: Marianela Patterson.
Advance Notice Procedures.Procedures.   Under the Company’s Bylaws, no business may be brought before an annual meeting of shareholders unless it is specified in the notice of the annual meeting of shareholders or is otherwise brought before the annual meeting of shareholders by or at the direction of the Board of Directors or by a shareholder entitled to vote who has delivered written notice to the Company’s Secretary (containing certain information specified in the Company’s Bylaws about the shareholder and the proposed action) not less than 90 or more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders. However, if the date of the Company’s annual meeting of shareholders changes by more than 30 days from the date of the preceding year’s annual meeting of shareholders, written notice of the proposed business must be received by the Company within ten days after the Company first mails notice of or publicly discloses the date of the annual meeting of shareholders. For the Company’s 20122015 Annual Meeting of Shareholders, the Company must receive written notice of proposed business from a shareholder (i) between January 18February 12, 2015 and February 17, 2012March 14, 2015 or (ii) if the Company’s 20122015 Annual Meeting of Shareholders is held prior to April 17more than 30 days before or after June 16, 2012,12, 2015, within ten days after the Company first mails notice of or publicly discloses the date of the meeting. In addition, any shareholder who wishes to submit a nomination to the Board of Directors must deliver written notice of the nomination within the applicable time period set forth above and comply with the information requirements in the Company’s Bylaws relating to shareholder nominations. These requirements are separate from and in addition to the SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in the Company’s proxy statement relating to the 20122015 Annual Meeting of Shareholders.
Shareholder Proposals for the 20122015 Annual Meeting of Shareholders.   Shareholders interested in submitting a proposal for inclusion in the proxy materials for the Company’s 20122015 Annual Meeting of Shareholders may do so by following the procedures relating to shareholder proposals set forth in the rules and regulations promulgated under the Exchange Act. To be eligible for inclusion, shareholder proposals must be received by the Company’s Secretary at the Company’s mainprincipal executive offices 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309, by December 31, 2011.2014 (or such other date as specified in a report filed by the Company under the Exchange Act).
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Proxy Solicitation Costs.   The Company will bear the expense of soliciting proxies and of reimbursing brokers, banks and other nominees for theout-of-pocket and clerical expenses of transmitting copies of the proxy materials to the beneficial owners of shares held of record by such persons. The Company does not currently intend to solicit proxies other than by use of the mail, but certain directors, officers and regular employees of the Company or its subsidiaries, without additional compensation, may solicit proxies personally or by telephone, fax, special letter or otherwise.
BY ORDER OF THE BOARD OF DIRECTORS
-s- Alan B. Levan[MISSING IMAGE: sg_alan-levan.jpg]
Alan B. Levan

Chairman of the Board
April 27, 201130, 2014


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Appendix A
FormBFC FINANCIAL CORPORATION
2014 STOCK INCENTIVE PLAN
1.    PURPOSES.    The purpose of Proxy
this BFC Financial Corporation 2014 Stock Incentive Plan (this “Plan”) is to attract, retain and motivate officers and other employees of BFC Financial Corporation, a Florida corporation (the “Company”), or its Subsidiaries or Affiliates (as hereinafter defined), as well as directors and other individuals who perform services for the Company or its Subsidiaries or Affiliates, to compensate them for their services, to encourage ownership by them of stock of the Company, to align their interests with those of shareholders in the creation of long-term value, and to promote the success and profitability of the Company’s business.
2.    DEFINITIONS.    As used herein, the following definitions shall apply:
(a)    “Affiliate” shall mean, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.
(b)    “Award Notice” shall mean, with respect to a particular Restricted Stock Award, a written instrument signed by the Company and the recipient of the Restricted Stock Award evidencing the Restricted Stock Award and establishing the terms and conditions thereof.
(c)    “Award Recipient” shall mean the recipient of a Restricted Stock Award.
(d)    “Beneficiary” shall mean the Person designated by an Award Recipient to receive any Shares subject to a Restricted Stock Award made to such Award Recipient that become distributable following the Award Recipient’s death.
(e)    “Board of Directors” shall mean the Board of Directors of the Company.
(f)    “Class A Common Stock” shall mean the Class A common stock, par value $0.01 per share, of the Company.
(g)    “Class B Common Stock” shall mean the Class B common stock, par value $0.01 per share, of the Company.
(h)    “Code” shall mean the Internal Revenue Code of 1986, as amended.
(i)    “Committee” shall mean the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of this Plan.
(j)    “Common Stock” shall mean, collectively, the Class A Common Stock and Class B Common Stock.
(k)    “Company” shall mean BFC Financial Corporation, a Florida corporation, and its successors and assigns.
(l)    “Continuous Status as an Employee” shall mean, subject to the following sentence, the absence of any interruption or termination of service as an Employee. Notwithstanding the foregoing, “Continuous Status as an Employee” with respect to a particular individual shall not be considered (i) interrupted in the case of such individual’s absence due to sick leave, military leave, or any other leave of absence approved by the Board of Directors or the Committee or (ii) terminated or interrupted if such individual (A) is hired or re-hired as an Employee of the Company or any Parent, Subsidiary or Affiliate of the Company within a period of three (3) months following the termination of his or her employment or (B) continues to serve as a director of the Company or any Parent, Subsidiary or Affiliate of the Company notwithstanding the termination of his or her employment, or is appointed or re-appointed to serve as a director of the Company or any Parent, Subsidiary or Affiliate of the Company within a period of three (3) months following the termination of his or her employment. If an individual remains in “Continuous Status as an
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Employee” solely by reason of satisfaction of any of the events specified in clause (ii) of the preceding sentence, any time-based vesting criteria with respect to an Option previously granted to the individual shall be tolled for the period of time during which he or she was not an Employee or director of the Company or any Parent, Subsidiary or Affiliate of the Company.
(m)    “Covered Employee” shall mean, for any taxable year of the Company, a person who is, or who the Committee determines is reasonably likely to be, a “covered employee” (within the meaning of Section 162(m) of the Code).
(n)    “Disability” shall mean permanent and total disability as defined in Section 22(e)(3) of the Code.
(o)    “Employee” shall mean any person, including officers, employed by the Company or any Parent, Subsidiary or Affiliate of the Company.
(p)    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(q)    “Fair Market Value” shall be determined by the Committee in its discretion; provided, however, that so long as (i) the Class A Common Stock or Class B Common Stock, as the case may be, is listed or admitted for trading on any United States national securities exchange, (ii) transactions in the Class A Common Stock or Class B Common Stock, as the case may be, are reported on a consolidated transaction reporting system, or (iii) the Class A Common Stock or Class B Common Stock, as the case may be, is quoted on any system of automated dissemination of quotations of securities prices in common use, the fair market value per Share of the Class A Common Stock or Class B Common Stock shall be the closing price of the Class A Common Stock or Class B Common Stock, as the case may be, on such exchange or reporting system or as quoted on such system of automated dissemination of quotations of securities, as the case may be, on the relevant date.
(r)    “Incentive Stock Option” shall mean an Option intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.
(s)    “Nonqualified Stock Option” shall mean an Option not intended to qualify as an Incentive Stock Option, or an Option that at the time of grant, or subsequent thereto, fails to satisfy the requirements of Section 422 of the Code.
(t)    “Option” shall mean a stock option granted pursuant to this Plan.
(u)    “Optioned Stock” shall mean the Common Stock subject to an Option.
(v)    “Optionee” shall mean the recipient of an Option.
(w)    “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(x)    “Performance-Based Restricted Stock Award” shall mean a Restricted Stock Award to which Section 8.3 is applicable.
(y)    “Performance Goal” shall mean, with respect to any Performance-Based Restricted Stock Award, the performance goal(s) established pursuant to Section 8.3(a), the attainment of which is a condition of vesting and/or retention of the Performance-Based Restricted Stock Award.
(z)    “Performance Measurement Period” shall mean, with respect to any Performance Goal, the period of time over which attainment of the Performance Goal is measured.
(aa)    “Person” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization or institution.
(bb)    “Restricted Stock Award” shall mean an award of restricted Shares pursuant to Section 8.
(cc)    “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule.
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(dd)    “Service” shall mean, unless the Committee provides otherwise in an Award Notice: (a) service in any capacity as a common-law employee, director, advisor or consultant to the Company or a Parent, Subsidiary or Affiliate of the Company; (b) service in any capacity as a common-law employee, director, advisor or consultant (including periods of contractual availability to perform services under a retainer arrangement) to an entity that was formerly a Parent, Subsidiary or Affiliate of the Company, to the extent that such service is an uninterrupted continuation of services being provided immediately prior to the date on which such entity ceased to be a Parent, Subsidiary or Affiliate of the Company; and (c) performance of the terms of any contractual non-compete agreement for the benefit of the Company or a Parent, Subsidiary or Affiliate of the Company. Notwithstanding the foregoing, an individual’s “Service” shall not be considered terminated if, within three (3) following the termination of his or service in any capacity described in the preceding sentence or performance of a contractual non-compete agreement described in the preceding sentence, such individual is hired or re-hired as an Employee of the Company or any Parent, Subsidiary or Affiliate of the Company or is appointed or re-appointed to serve as a director of the Company or any Parent, Subsidiary or Affiliate of the Company. If an individual’s “Service” is deemed to continue solely by reason of satisfaction of any of the events specified in the preceding sentence, any time-based vesting criteria with respect to a Restricted Stock Award previously granted to the individual shall be tolled for the period of time during which he or she did not satisfy the “Service” requirements set forth in the first sentence of this paragraph.
(ee)    “Share” shall mean a share of Common Stock, as adjusted in accordance with Section 9.
(ff)    “Stock Option Agreement” shall mean the written Option agreements described in Section 14.
(gg)    “Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
(hh)    “Transferee” shall have the meaning set forth in Section 7.4.
3.    STOCK.    Subject to the provisions of Section 9, the maximum aggregate number of shares which may be issued for Restricted Stock Awards and upon the exercise of Options under this Plan is Five Million (5,000,000) shares of Common Stock, consisting of a maximum of Five Hundred Thousand (500,000) shares of Class A Common Stock and a maximum of Four Million Five Hundred Thousand (4,500,000) shares of Class B Common Stock. The number of shares of Common Stock, Class A Common Stock and Class B Common Stock authorized for grant under this Plan as Incentive Stock Options shall be subject to the same limitations as set forth in the preceding sentence. If an Option or Restricted Stock Award should expire or become unexercisable for any reason without having been exercised or vested in full, the unpurchased Shares which were subject thereto shall, unless this Plan shall have been terminated, become available for further grant under this Plan.
Notwithstanding any provision in this Plan to the contrary, and subject to Section 9, the maximum aggregate number of shares of Common Stock with respect to one or more Options or Restricted Stock Awards that may be granted to any one person during any calendar year shall be One Million Five Hundred Thousand (1,500,000) shares. If an Option or Restricted Stock Award should expire, become unexercisable for any reason without having been exercised in full, or be cancelled for any reason during the calendar year in which it was granted, the number of shares covered by such Option or Restricted Stock Award shall nevertheless be treated as Options or Restricted Stock Awards, as the case may be, granted for purposes of the limitation in the preceding sentence.
4.    ADMINISTRATION.
(a)    Procedure.    This Plan shall be administered by a Committee appointed by the Board of Directors, which initially shall be the Compensation Committee of the Board of Directors. The Committee shall consist of not less than two (2) members of the Board of Directors. Once appointed, the Committee shall continue to serve until otherwise directed by the Board of Directors. From time to time, the Board of Directors, at its discretion, may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause), and appoint new members in substitution therefor, and fill vacancies however caused; provided, however, that at no time shall the Committee consist of less than two (2) members of the Board of Directors. If the Committee does not exist, or for any other reason determined by the Board of Directors and permitted pursuant to the terms hereof, the Board of Directors may take any action and exercise any power, privilege or discretion under this Plan that would otherwise be the responsibility of the Committee.
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(b)    Powers of the Committee.    Subject to the provisions of this Plan, the Committee shall have the authority, in its discretion: (i) to grant Incentive Stock Options, in accordance with Section 422 of the Code, to grant Nonqualified Stock Options, or to grant Restricted Stock Awards; (ii) if applicable, to determine, upon review of relevant information, the Fair Market Value of the Class A Common Stock or Class B Common Stock, as the case may be; (iii) to determine the persons to whom, and the time or times at which, Options and Restricted Stock Awards shall be granted; (iv) to determine the terms and provisions of each Option or Restricted Stock Award granted (which need not be identical), including, without limitation, the class of Common Stock, and number of shares thereof, represented by each Restricted Stock Award, the class of Common Stock, and number of shares thereof, underlying each Option, the exercise price per share of each Option, the consideration, if any, for each Restricted Stock Award and the vesting schedule of each Option and Restricted Stock Award; (v) to interpret this Plan; (vi) to amend this Plan, if amendment by the Committee is permitted pursuant to the terms hereof; (vii) to modify or amend each Option or Restricted Stock Award, including to accelerate or defer the exercise or vesting date of any Option or the vesting date of any Restricted Stock Award (in each case with the consent of the holder thereof to the extent required); (viii) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option or Restricted Stock Award previously granted by the Committee; (ix) to re-price previously granted Options and/or substitute new Options or Restricted Stock Awards for previously granted Options or Restricted Stock Awards, as the case may be, which previously granted Options or Restricted Stock Awards contain less favorable terms, including, in the case of Options, higher exercise prices; and (x) to make all other determinations deemed necessary or advisable for the administration of this Plan.
(c)    Effect of the Committee’s Decision.    All decisions, determinations and interpretations of the Committee shall be final and binding on all Optionees, Award Recipients or Transferees, if applicable.
5.    ELIGIBILITY.    Incentive Stock Options may be granted only to employees, including officers, of the Company or any Parent or Subsidiary of the Company. Nonqualified Stock Options and Restricted Stock Awards may be granted to Employees as well as directors of, and independent contractors and agents who are natural persons and perform services for, the Company or any Parent, Subsidiary or Affiliate of the Company (provided that Options and Restricted Stock Awards may not be granted under this Plan to an independent contractor or agent to the Company or a Parent, Subsidiary or Affiliate of the Company for services in connection with the offer or sale of securities in a capital-raising transaction or services that directly or indirectly promote or maintain a market for the Company’s securities). Any individual who has been granted an Option or Restricted Stock Award may, if he or she is otherwise eligible, be granted additional Options and/or Restricted Stock Awards.
Except as otherwise provided under the Code, to the extent that the aggregate Fair Market Value of Shares for which Incentive Stock Options (under all stock option plans of the Company and of any Parent or Subsidiary of the Company) are exercisable for the first time by an Employee during any calendar year exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. For purposes of this limitation, (a) the Fair Market Value of Shares is determined as of the time the Option is granted and (b) the limitation is applied by taking into account Options in the order in which they were granted.
This Plan shall not constitute a contract of employment nor shall this Plan confer upon any Optionee or Award Recipient any right with respect to continuation of employment or continuation of providing services to the Company, nor shall it interfere in any way with his or her right or the Company’s or any Parent, Subsidiary or Affiliate of the Company’s right to terminate his or her employment or provision of services at any time.
6.    TERM OF PLAN.    This Plan shall continue in effect ten (10) years from the date of its adoption by the Company’s shareholders as provided in Section 15, unless sooner terminated under Section 11.
7.    STOCK OPTIONS.
7.1    Term of Option.    The term of each Option shall be ten (10) years from the date of grant thereof or such shorter term as may be provided in the Stock Option Agreement. However, in the case of an Incentive Stock Option granted to an Employee who, immediately before the Incentive Stock Option is
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granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter time as may be provided in such Optionee’s Stock Option Agreement.
7.2    Exercise Price and Consideration.
(a)    Price.    The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as determined by the Committee, but shall be subject to the following:
(i)    In the case of an Incentive Stock Option which is:
(A)    granted to an Employee who, immediately before the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise price shall be no less than one hundred and ten percent (110%) of the Fair Market Value per Share of the applicable class of Common Stock on the date of grant; or
(B)    granted to an Employee not within (A), the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share of the applicable class of Common Stock on the date of grant.
(ii)    In the case of a Nonqualified Stock Option, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share of the applicable class of Common Stock on the date of grant.
(b)    Certain Corporate Transactions.    In the event an Option is substituted for a stock option issued by another Person in connection with a corporate transaction, such as a merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or partial or complete liquidation involving the Company and such other Person, the exercise price per Share of such substituted Option shall (subject to the provisions of Section 424(a) of the Code in the case of a stock option that was intended to qualify as an “incentive stock option”) be in such amount so as to preserve, on a per Share basis with respect to such substituted option, the same ratio of Fair Market Value per Share to exercise price per Share which existed immediately prior to such corporate transaction.
(c)    Payment.    The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Committee and may consist entirely of cash, check, promissory note, or other shares of the Company’s capital stock having a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under the law of the Company’s jurisdiction of incorporation. The Committee may also establish coordinated procedures with one or more brokerage firms for the “cashless exercise” of Options, whereby Shares issued upon exercise of an Option are delivered against payment by the brokerage firm on the Optionee’s behalf. When payment of the exercise price for the Shares to be issued upon exercise of an Option consists of shares of the Company’s capital stock, such shares will not be accepted as payment unless the Optionee or Transferee, if applicable, has held such shares for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes.
7.3    Exercise of Option.
(a)    Procedure for Exercise; Rights as a Shareholder.    Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Committee, including performance criteria with respect to the Optionee, performance criteria with respect to the Company or any Parent or Subsidiary of the Company, or in the case of Nonqualified Stock Options, performance criteria with respect to any Affiliate of the Company, and as shall be permissible under the terms of this Plan. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option
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by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Committee, consist of any consideration and method of payment allowable under Section 7.2(c).
(b)    Termination of Status as an Employee.    If any individual ceases to be in Continuous Status as an Employee, such individual or his or her Transferee may, but only within three (3) months (or, provided that the applicable Option is not an Incentive Stock Option, such longer period of time as may be determined by the Committee) after the date the individual ceases to be in Continuous Status as an Employee, exercise an Option previously granted and then-outstanding to the extent that the individual or his or her Transferee was entitled to exercise the Option as of the date of such termination of Continuous Status as an Employee and the Option did not otherwise expire prior to the exercise date. To the extent that the individual or his or her Transferee was not entitled to exercise the Option at the date of termination of Continuous Status as an Employee, or if the individual or any Transferee does not exercise such Option within the time specified herein, the Option shall terminate and no longer be exercisable. Notwithstanding the foregoing provisions of this Section 7.3(b), (i) if any individual ceases to serve as an Employee as a result of a termination for cause (as determined by the Committee), any Option held by such individual or his or her Transferee shall terminate immediately and automatically on the date of termination as an Employee unless otherwise determined by the Committee, and (ii) if an individual ceases to be in Continuous Status as an Employee solely due to a reorganization, merger, consolidation, spin-off, combination, or other similar corporate transaction or event, the Committee may, in its discretion, suspend the operation of this Section 7.3(b); provided that, in the case of this clause (ii) or if an Employee of the Company or any Parent or Subsidiary of the Company is re-assigned to an Affiliate of the Company, the individual shall execute an agreement, in form and substance satisfactory to the Committee, waiving such individual’s right to have his or her Options treated as Incentive Stock Options from and after a date determined by the Committee, which shall be no later than three (3) months after the cessation or re-assignment date, as the case may be, and such individual’s Options shall thereafter be treated as Nonqualified Stock Options for all purposes.
(c)    Disability of Optionee.    Notwithstanding the provisions of Section 7.3(b) above, in the event an Employee is unable to continue his employment as a result of his or her Disability, such individual or his or her Transferee may, but only within three (3) months or such other period of time as is determined by the Committee not exceeding twelve (12) months (or, provided that the applicable Option is not an Incentive Stock Option, such longer period of time as may be determined by the Committee) from the date of cessation of employment for Disability, exercise an Option previously granted and then-outstanding to the extent the individual or his or her Transferee was entitled to exercise the Option at the date of such cessation of employment for Disability and the Option did not otherwise expire prior to the exercise date. To the extent that the individual or his or her Transferee was not entitled to exercise the Option at the date of cessation of employment for Disability, or if the individual or his or her Transferee does not exercise such Option within the time specified herein, the Option shall terminate and no longer be exercisable.
(d)    Death of Optionee.    In the event of the death of an Optionee:
(i)    who is at the time of his or her death an Employee and who shall have been in Continuous Status as an Employee since the date of grant of the Option, the Option may be exercised at any time within twelve (12) months (or, provided that the applicable Option is not an Incentive Stock Option, such longer period of time as may be determined by the Committee) following the date of death or the earlier expiration of the Option in accordance with its terms, in each case by the Optionee’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance, or by any Transferee, as the case may be, but only to the extent of the right to exercise in effect as of the date of death or that would have accrued had the Optionee continued living one (1) month after the date of death; or
(ii)    within thirty (30) days or such other period of time as is determined by the Committee not exceeding three (3) months (or, provided that the applicable Option is not an Incentive Stock Option, such longer period of time as may be determined by the Committee) after the termination of the Optionee’s Continuous Status as an Employee (other than due to a termination for cause, in which case clause (i) of Section 7.3(b) shall govern), the Option may be exercised, at any time within three (3) months following the date of death or the earlier expiration of the Option in accordance with its terms,
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in each case by the Optionee’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance, or by any Transferee, as the case may be, but only to the extent of the right to exercise that had accrued at the date of termination the Optionee’s Continuous Status as an Employee.
7.4    Transferability of Options.    During an Optionee’s lifetime, an Option may be exercisable only by the Optionee and an Option granted under this Plan and the rights and privileges conferred thereby shall not be subject to execution, attachment or similar process and may not be sold, pledged, assigned, hypothecated, transferred or otherwise disposed of in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by applicable law and Rule 16b-3, the Committee may determine that an Option may be transferred by an Optionee to any of the following: (i) a family member of the Optionee; (ii) a trust established primarily for the benefit of the Optionee and/or a family member of said Optionee in which the Optionee and/or one or more of his family members collectively have a more than fifty percent (50%) beneficial interest; (iii) a foundation in which such persons collectively control the management of assets; (iv) any other legal entity in which such persons collectively own more than fifty percent (50%) of the voting interests; or (v) any charitable organization exempt from income tax under Section 501(c)(3) of the Code (collectively, a “Transferee”); provided, however, that in no event shall an Incentive Stock Option be transferable if such transferability would violate the applicable requirements under Section 422 of the Code. Any other attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of any Option under this Plan or of any right or privilege conferred thereby, contrary to the provisions of this Plan, or the sale or levy or any attachment or similar process upon the rights and privileges conferred hereby, shall be null and void.
8.    RESTRICTED STOCK AWARDS.
8.1    In General.
(a)    Each Restricted Stock Award shall be evidenced by an Award Notice issued by the Committee to the Award Recipient containing such terms and conditions not inconsistent with this Plan as the Committee may, in its discretion, prescribe, including, without limitation, any of the following terms or conditions:
(i)    the class of Common Stock, and number of Shares thereof, covered by the Restricted Stock Award;
(ii)   the amount (if any) which the Award Recipient shall be required to pay to the Company in consideration for the issuance of such Shares (which shall in no event be less than the minimum amount required for such Shares to be validly issued, fully paid and nonassessable under applicable law);
(iii)   whether the Restricted Stock Award is a Performance-Based Award and, if it is, the applicable Performance Goal or Performance Goals;
(iv)   the date of grant of the Restricted Stock Award; and
(v)    the vesting date for the Restricted Stock Award.
(b)    All Restricted Stock Awards shall be in the form of issued and outstanding Shares that, in the discretion of the Committee, shall be either:
(i)    registered in the name of the Committee for the benefit of the Award Recipient and held by the Committee pending the vesting or forfeiture of the Restricted Stock Award;
(ii)   registered in the name of the Award Recipient and held by the Committee, together with a stock power executed by the Award Recipient in favor of the Committee, pending the vesting or forfeiture of the Restricted Stock Award; or
(iii)   registered in the name of and delivered to the Award Recipient.
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In any event, the certificates evidencing the Shares shall at all times prior to the applicable vesting date bear the following legend:
The [Class A Common Stock / Class B Common Stock] evidenced hereby is subject to the terms of a Restricted Stock Award agreement between BFC Financial Corporation and [Name of Award Recipient] dated [Date] made pursuant to the terms of the BFC Financial Corporation 2014 Stock Incentive Plan, copies of which are on file at the executive offices of BFC Financial Corporation, and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of such Plan and Agreement.
and/or such other restrictive legend as the Committee, in its discretion, may specify.
(c)    Except as otherwise provided by the Committee, a Restricted Stock Award shall not be transferable by the Award Recipient other than by will or by the laws of descent and distribution, and the Shares granted pursuant to such Restricted Stock Award shall be distributable, during the lifetime of the Award Recipient, only to the Award Recipient.
8.2    Vesting Date.
(a)    The vesting date for each Restricted Stock Award shall be determined by the Committee and specified in the Award Notice and, if no date is specified in the Award Notice, shall be the first anniversary of the date on which the Restricted Stock Award is granted. Unless otherwise determined by the Committee and specified in the Award Notice:
(i)    if the Service of an Award Recipient is terminated prior to the vesting date of a Restricted Stock Award for any reason other than death or Disability, any unvested Shares shall be forfeited without consideration (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture);
(ii)    if the Service of an Award Recipient is terminated prior to the vesting date of a Restricted Stock Award on account of death or Disability, any unvested Shares with a vesting date that is during the period of six (6) months beginning on the date of termination of Service shall become vested on the date of termination of Service and any remaining unvested Shares shall be forfeited without consideration (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture).
8.3    Performance-Based Restricted Stock Awards.
(a)    If the Committee determines that a Restricted Stock Award shall be a Performance-Based Restricted Stock Award, at the time of grant of the award, the Committee shall establish one or more Performance Goals, the attainment of which shall be a condition to the vesting and/or retention of the related Shares. The Performance Goals shall be selected from among the following:
(i)
  • earnings per share;
(ii)
  • total or net revenue;
(iii)
  • revenue growth;
(iv)
  • operating income;
(v)
  • net operating income after tax;
(vi)
  • pre-tax or after-tax income;
(vii)
  • cash flow;
(viii)
  • cash flow per share;
(ix)
  • net income;
(x)
  • EBIT;
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(xi)
  • EBITDA;
(xii)
  • adjusted EBITDA;
(xii)
  • profit growth;
(xiv)
  • return on equity;
(xv)
  • return on assets;
(xvi)
  • return on capital employed;
(xvii)
  • economic value added (or an equivalent metric);
(xviii)
  • core earnings;
(xix)
  • share price performance or other measures of equity valuation;
(xx)
  • other earnings criteria or profit-related return ratios;
(xxi)
  • total shareholder return;
(xxii)
  • market share;
(xxiii)
  • expense levels;
(xxiv)
  • working capital levels;
(xxv)
  • strategic business objectives, consisting of one or more objectives based on meeting specified cost, profit, operating profit, sales, revenue, cash or cash generation targets or measures, or goals, including those relating to business expansion, business development, acquisitions or divestitures;
(xxvi)
  • except in the case of a Covered Employee, any other performance criteria established by the Committee; or
(xxvii)
  • any combination of (i) through (xxvi) above.
Performance Goals may be established on the basis of reported earnings or cash earnings, and consolidated results or the results of a business segment or individual business unit and may, in the discretion of the Committee, include or exclude certain items, including the operations or results of a business segment or individual business unit and/or the results of discontinued operations. Each Performance Goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company (or individual business segments or units) and/or the past or current performance of other companies. Performance Goals need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).
(b)    At the time it grants a Performance-Based Restricted Stock Award, the Committee shall establish a Performance Measurement Period for each Performance Goal. The Performance Measurement Period shall be the period over which the Performance Goal is measured and its attainment is determined. If the Committee establishes a Performance Goal but fails to specify a Performance Measurement Period, the Performance Measurement Period shall be:
(i)    if the Performance-Based Restricted Stock Award is granted during the first three months of the Company’s fiscal year, the fiscal year of the Company in which the Performance-Based Restricted Stock Award is granted; and
(ii)    in all other cases, the period of four (4) consecutive fiscal quarters of the Company that begins with the fiscal quarter in which the Performance-Based Restricted Stock Award is granted.
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(c)    Within a reasonable period of time as shall be determined by the Committee following the end of each Performance Measurement Period, the Committee shall determine, on the basis of such evidence as it deems appropriate, whether the Performance Goals for such Performance Measurement Period have been attained and, if they have been obtained, shall certify such fact in writing.
(d)    If the Performance Goals for a Performance-Based Restricted Stock Award have been determined and certified by the Committee to have been attained:
(i)    if the relevant vesting date has occurred, the Committee shall cause the ownership of the Shares subject to such Restricted Stock Award, together with all dividends and other distributions with respect thereto that have been accumulated, to be transferred on the stock transfer records of the Company, free of any restrictive legend other than as may be required by applicable law, to the Award Recipient; and
(ii)    in all other cases, the Shares shall continue in their current status pending the occurrence of the relevant vesting date or forfeiture of the Shares.
If any one or more of the relevant Performance Goals have been determined by the Committee to not have been attained, all of the Shares subject to such Restricted Stock Award shall be forfeited without consideration (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture).
(e)    If the Performance Goals for any Performance Measurement Period shall have been affected by special factors (including material changes in accounting policies or practices, material acquisitions or dispositions of property, or other unusual items) that in the Committee’s judgment should or should not be taken into account, in whole or in part, in the equitable administration of this Plan, the Committee may, for any purpose of this Plan, adjust such Performance Goals and make payments accordingly under this Plan; provided, however, that any adjustments made in accordance with or for the purposes of this section 8.3(e) shall be disregarded for purposes of calculating the Performance Goals for a Performance-Based Restricted Stock Award to a Covered Employee if and to the extent that such adjustments would have the effect of increasing the amount of a Restricted Stock Award to such Covered Employee.
8.4    Dividend Rights.    Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Notice, any dividends or distributions declared and paid with respect to Shares subject to the Restricted Stock Award, whether or not in cash, shall be held and accumulated for distribution at the same time and subject to the same terms and conditions as the underlying Shares.
8.5    Voting Rights.    Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Notice, the Award Recipient shall have the right to direct the voting of the Shares subject to the Restricted Stock Award.
8.6    Tender and Other Offers.    Each Award Recipient shall have the right to respond, or to direct the response, with respect to the Shares related to his or her Restricted Stock Award, to any tender offer, exchange offer, rights offer or other offer made to the holders of Shares. To the extent applicable, such a direction for any such Shares shall be given by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company as the Committee shall designate in the direction, a written direction in the form and manner prescribed by the Committee. If no such direction is given, then the Shares shall not be tendered or the Award Recipient shall be deemed to not have participated in such exchange, rights or other offer, as the case may be.
8.7    Designation of Beneficiary.    An Award Recipient may designate a Beneficiary to receive any unvested Shares that become available for distribution on the date of his or her death. Such designation (and any change or revocation of such designation) shall be made in writing in the form and manner prescribed by the Committee. In the event that the Beneficiary designated by an Award Recipient dies prior to the Award Recipient, or in the event that no Beneficiary has been designated, any vested Shares that become available for distribution on the Award Recipient’s death shall be paid to the executor or
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administrator of the Award Recipient’s estate, or if no such executor or administrator is appointed within such time as the Committee, in its sole discretion, shall deem reasonable, to the spouse or the descendants or blood relatives of such deceased person as the Committee may select.
8.8    Taxes.    The Company or the Committee shall have the right to require any person entitled to receive Shares pursuant to a Restricted Stock Award to pay the amount of any tax which is required to be withheld with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, or the person receiving the Shares pursuant to the Restricted Stock Award may otherwise satisfy the tax withholding requirement by surrendering, a sufficient number of shares of the Company’s capital stock to cover the amount required to be withheld.
9.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.    Subject to any required action by the shareholders of the Company, in the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Common Stock or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate in the Committee’s discretion in order to prevent dilution or enlargement of the rights of Optionees and Award Recipients under this Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Common Stock or other securities deemed to be available thereafter for grants of Options and Restricted Stock Awards under this Plan in the aggregate to all eligible individuals and individually to any one eligible individual, (ii) the number and kind of shares of Common Stock or other securities that may be delivered or deliverable in respect of outstanding Options or Restricted Stock Awards, and (iii) the exercise price of Options. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Options and Restricted Stock Awards (including, without limitation, cancellation of Options or Restricted Stock Awards in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution of Options or Restricted Stock Awards using stock of a successor or other Person) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Parent, Subsidiary or Affiliate of the Company, or the financial statements of the Company or any Parent, Subsidiary or Affiliate of the Company, or in response to changes in applicable laws, regulations, or account principles; provided, however, that any such adjustment to an Option or Performance-Based Restricted Stock Award granted to a Covered Employee with respect to the Company or its Parent, Subsidiaries or Affiliates shall conform to the requirements of section 162(m) of the Code and the regulations thereunder then in effect. In addition, each such adjustment with respect to an Incentive Stock Option shall comply with the rules of Section 424(a) of the Code (or any successor provision), and in no event shall any adjustment be made which would cause any Incentive Stock Option granted hereunder to fail to constitute an “incentive stock option” as defined in Section 422 of the Code. The Committee’s determination shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of the Shares subject to an Option or Restricted Stock Award.
In the event of the proposed dissolution or liquidation of the Company, or in the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another Person, the Committee or the Board of Directors may determine, in its discretion, that (i) if any such transaction is effected in a manner that causes holders of Class A Common Stock or Class B Common Stock, as the case may be, to be entitled to receive stock or other securities in exchange for such shares, then, as a condition of such transaction, lawful and adequate provision shall be made whereby the provisions of this Plan and the Options granted hereunder shall thereafter be applicable, as nearly equivalent as may be practicable, in relation to any shares of stock or securities thereafter deliverable upon the exercise of any Option or (ii) the Option will terminate immediately prior to the consummation of such proposed transaction. The Committee or the Board of Directors may, in the exercise of its discretion in such instances, declare that any Option shall terminate as of a date fixed by the Committee or the Board of Directors and give each Optionee or Transferee, if applicable, the right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable; provided, however, that the Committee may, at any time prior to the consummation of such merger,
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consolidation or other business reorganization, direct that all, but not less than all, outstanding Options be cancelled as of the effective date of such merger, consolidation or other business reorganization in exchange for a cash payment per optioned Share equal to the excess (if any) of the value exchanged for an outstanding Share in such merger, consolidation or other business reorganization over the exercise price of the Option being cancelled.
Unless otherwise determined by the Committee or the Board of Directors, in the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity, any Restricted Stock Award with respect to which Shares had been awarded to an Award Recipient shall be adjusted by allocating to the Award Recipient the amount of money, stock, securities or other property to be received by the other shareholders of record, and such money, stock, securities or other property shall be subject to the same terms and conditions of the Restricted Stock Award that applied to the Shares for which it has been exchanged.
Without limiting the generality of the foregoing, the existence of outstanding Options or Restricted Stock Awards granted under this Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issuance by the Company of debt securities or preferred stock that would rank senior to the Shares subject to outstanding Options or Restricted Stock Awards; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.
10.    COMPLIANCE WITH CODE SECTION 162(m).    It is the intent of the Company that Options granted to Covered Employees and Performance-Based Restricted Stock Awards to Covered Employees shall constitute qualified “performance-based compensation” within the meaning of Section 162(m) of the Code and the regulations thereunder, unless otherwise determined by the Committee at the time of grant of the Option or Restricted Stock Award. Accordingly, the applicable terms hereof, including the definition of “Covered Employee” and the provisions of Section 8.3, shall be interpreted in a manner consistent with Section 162(m) of the Code and the regulations thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given person will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee as likely to be a Covered Employee with respect to a specified fiscal year. If any provision of this Plan or any Option Agreement or Award Notice relating to a Performance-Based Restricted Stock Award that is designated as intended to comply with Section 162(m) of the Code does not comply or is inconsistent with the requirements of Section 162(m) of the Code or the regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.
11.    AMENDMENT AND TERMINATION OF THIS PLAN.    The Board of Directors or the Committee may at any time and from time to time terminate, modify, suspend or amend this Plan, in whole or in part, provided, however, that no such termination, modification, suspension or amendment shall be effective without shareholder approval if such approval is required to comply with any applicable law or stock exchange rule. No termination, modification, suspension or amendment of this Plan shall, without the consent of an Optionee or Award Recipient, adversely affect his or her rights under any Option or Restricted Stock Award previously granted to the Optionee or Award Recipient, as the case may be. Notwithstanding any provision herein to the contrary, the Board of Directors or the Committee shall have broad authority to amend this Plan to take into account changes in applicable tax laws, securities laws, accounting rules and other applicable state and federal laws.
12.    CONDITIONS UPON ISSUANCE OF SHARES.    Shares shall not be issued pursuant to the exercise of an Option or delivered with respect to a Restricted Stock Award unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto or the grant of a Restricted Stock Award and the delivery of Shares with respect thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
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As a condition to the exercise of an Option, grant of a Restricted Stock Award or delivery of Shares with respect to an Option or Restricted Stock Award, the Company may require the Person exercising such Option or acquiring such Shares or Restricted Stock Award to represent and warrant at the time of any such exercise, grant or acquisition that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by applicable law. The Company shall not be required to deliver any Shares under this Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.
13.    RESERVATION OF SHARES.    The Company, during the term of this Plan, will at all times reserve and keep available such number of shares of Class A Common Stock and Class B Common Stock as shall be sufficient to satisfy the requirements of this Plan. Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.
14.    STOCK OPTION AGREEMENT; AWARD NOTICE.    Options shall be evidenced by written Stock Option Agreements and Restricted Stock Awards shall be evidenced by written Award Notices, each in such form as the Committee shall approve.
The date of grant of an Option or Restricted Stock Award shall, for all purposes, be the date on which the Committee makes the determination to grant such Option or Restricted Stock Award or such later date as the Committee may specify. Notice of the determination shall be given to each Optionee or Award Recipient within a reasonable time after the date of grant.
15.    SHAREHOLDER APPROVAL.    This Plan shall be subject to, and become effective upon, the approval by the shareholders of the Company holding shares of the Common Stock representing a majority of the votes entitled to be cast on this Plan, as well as holders of a majority of the outstanding shares of the Class B Common Stock. No Performance-Based Restricted Stock Awards shall be granted after the fifth (5th) anniversary of the effective date of this Plan unless, prior to such date, the listing of permissible Performance Goals set forth in Section 8.3 shall have been re-approved by the shareholders of the Company in the manner required by Section 162(m) of the Code and the regulations thereunder.
16.    OTHER PROVISIONS.    The Stock Option Agreements and Award Notices authorized under this Plan may contain such other provisions, including, without limitation, restrictions upon the exercise of the Option or vesting of the Restricted Stock Award, as the Board of Directors or the Committee shall deem advisable; provided such provisions may not be inconsistent with the terms hereof. Any Stock Option Agreement with respect to an Incentive Stock Option shall contain such limitations and restrictions upon the exercise of the Incentive Stock Option as shall be necessary in order to cause such Option to constitute an “incentive stock option” as defined in Section 422 of the Code.
17.    INDEMNIFICATION OF COMMITTEE MEMBERS.    In addition to such other rights of indemnification they may have as directors, the members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereon, to which they or any of them may be a party by reason of any action taken or any failure to act under or in connection with this Plan or any Option or Restricted Stock Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for gross negligence or misconduct in the performance of his or her duties; provided that within sixty (60) days after institution of any such action, suit or proceeding a Committee member shall in writing offer the Company the opportunity, at the Company’s own expense, to handle and defend the same.
18.    NO OBLIGATION TO EXERCISE OPTION.    The granting of an Option shall impose no obligation upon the Optionee to exercise such Option.
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19.    WITHHOLDINGS; TAX MATTERS.
19.1   The Company shall have the right to deduct from all amounts paid by the Company in cash with respect to an Option under this Plan any taxes required by law to be withheld with respect to such Option. Where any Person is entitled to receive Shares pursuant to the exercise of an Option, the Company shall have the right to require such Person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the minimum amount required to be withheld. To the extent determined by the Committee and specified in the Stock Option Agreement, an Optionee shall have the right to direct the Company to satisfy the minimum required federal, state and local tax withholding by reducing the number of Shares subject to the Option (without issuance of such Shares to the Optionee) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a Share on the Option exercise date over the Option exercise price per Share.
19.2   If and to the extent permitted by the Committee and specified in an Award Notice for a Restricted Stock Award other than a Performance-Based Restricted Stock Award, an Award Recipient may be permitted or required to make an election under Section 83(b) of the Code to include the compensation related thereto in income for federal income tax purposes at the time of issuance of the Shares to such Award Recipient instead of at a subsequent vesting date. In such event, the Shares issued prior to their vesting date shall be issued in certificated form only, and the certificates therefor shall bear the following legend:
The [Class A Common Stock / Class B Common Stock] evidenced hereby is subject to the terms of a Restricted Stock Award agreement between BFC Financial Corporation and [Name of Recipient] dated [Date] made pursuant to the terms of the BFC Financial Corporation 2014 Stock Incentive Plan, copies of which are on file at the executive offices of BFC Financial Corporation, and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of such Plan and Agreement.
or such other restrictive legend as the Committee, in its discretion, may specify.
In the event of the Award Recipient’s termination of Service prior to the relevant vesting date or forfeiture of the Shares for any other reason, the Award Recipient shall be required to return all forfeited Shares to the Company without consideration therefor (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture).
20.    OTHER COMPENSATION PLANS.    The adoption of this Plan shall not affect any other stock option or incentive or other compensation plans in effect for the Company or any Parent, Subsidiary or Affiliate of the Company, nor shall this Plan preclude the Company from establishing any other forms of incentive or other compensation for employees and directors of the Company or any Parent, Subsidiary or Affiliate of the Company, or for any other individual who performs services for the Company or any Parent, Subsidiary or Affiliate of the Company. Notwithstanding the foregoing, after the effective date of this Plan, the Company will not issue any awards under the BFC Financial Corporation 2005 Stock Incentive Plan or the BFC Financial Corporation Stock Option Plan; however, this Plan shall not impact in any manner any awards previously granted under such prior plans.
21.    SINGULAR, PLURAL; GENDER.    Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender.
22.    HEADINGS, ETC. NO PART OF PLAN.    Headings of Articles and Sections hereof are inserted for convenience and reference only; they constitute no part of this Plan.
23.    SEVERABILITY.    If any provision of this Plan is held to be invalid or unenforceable by a court of competent jurisdiction, then such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions of this Plan, and the provision held to be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability.
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[MISSING IMAGE: t1400752_pc1.jpg]
BFC FINANCIAL CORPORATION
2100 WEST CYPRESS CREEK ROAD
FT. LAUDERDALE, FL 33309
Form of Proxy Class A Common Stock ANNUAL MEETING OF SHAREHOLDERS OF
BFC FINANCIAL CORPORATION
MAY 17, 2011
JUNE 12, 2014 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John K. Grelle and Maria R. Scheker, and each of them acting alone,Amerisa G. Kornblum, with the power to appoint his or her substitute, proxy to represent the undersigned and vote as designated on the reverse all of the shares of Class A Common Stock of BFC Financial Corporation held of record by the undersigned as of the close of business on April 11, 201129, 2014 at the Annual Meeting of Shareholders to be held on May 17, 2011June 12, 2014 and at any adjournment or postponement thereof.
(Continued (Continued and to be signed on the reverse side)
[MISSING IMAGE: t1400752_pc2.jpg]
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

1. The electionElection of ten directors, each for a term expiring at the Company’s 20122015 Annual Meeting of Shareholders.
NOMINEES:
Alan B. Levan
John E. Abdo
Darwin Dornbush
Oscar Holzmann
Jarett S. Levan
Alan J. Levy
Joel Levy
William Nicholson
Neil Sterling
Seth M. Wise
[   ]FOR ALL NOMINEES
[   ]WITHHOLD AUTHORITY
FOR ALL NOMINEES
[   ]FOR ALL EXCEPT
(See instructions below)
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write the nominee’snominee's name(s) below.


____________________________ ____________________________ 2. Approval of the Company’s 2014 Stock Incentive Plan. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. In his or her discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL”"FOR ALL" OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1.
1 AND “FOR” PROPOSAL 2. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Please mark box if you plan to attend this meeting. [ ]
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] Signature of Shareholder:___________________________ Date:_______ Signature of Shareholder:_____________________________ Date: ______ NOTE: Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Signature of Shareholder:Date:Signature of Shareholder:Date:
NOTE:Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

[MISSING IMAGE: t1400752_pc3.jpg]
BFC FINANCIAL CORPORATION Form of Proxy
Class B Common Stock
BFC FINANCIAL CORPORATION
2100 WEST CYPRESS CREEK ROAD
FT. LAUDERDALE, FL 33309
ANNUAL MEETING OF SHAREHOLDERS OF
BFC FINANCIAL CORPORATION
MAY 17, 2011
JUNE 12, 2014 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John K. Grelle and Maria R. Scheker, and each of them acting alone,Amerisa G. Kornblum, with the power to appoint his or her substitute, proxy to represent the undersigned and vote as designated on the reverse all of the shares of Class B Common Stock of BFC Financial Corporation held of record by the undersigned as of the close of business on April 11, 201129, 2014 at the Annual Meeting of Shareholders to be held on May 17, 2011June 12, 2014 and at any adjournment or postponement thereof.
(Continued (Continued and to be signed on the reverse side)
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PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

1. The electionElection of ten directors, each for a term expiring at the Company’s 20122015 Annual Meeting of Shareholders.
NOMINEES:
Alan B. Levan
John E. Abdo
Darwin Dornbush
Oscar Holzmann
Jarett S. Levan
Alan J. Levy
Joel Levy
William Nicholson
Neil Sterling
Seth M. Wise
[   ]FOR ALL NOMINEES
[   ]WITHHOLD AUTHORITY
FOR ALL NOMINEES
[   ]FOR ALL EXCEPT
(See instructions below)
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write the nominee’snominee's name(s) below.


____________________________ ____________________________ 2. Approval of the Company’s 2014 Stock Incentive Plan. (A vote in favor of approval of the Company’s 2014 Stock Incentive Plan by the holders of the Company’s Class B Common Stock will be deemed to constitute a vote in favor of the plan and the approval required by the Company’s Amended and Restated Articles of Incorporation of the issuance of the shares of the Company’s Class B Common Stock pursuant to options and restricted stock awards granted under the plan.) [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. In his or her discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL”"FOR ALL" OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1.
1 AND “FOR” PROPOSAL 2. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Please mark box if you plan to attend this meeting. [ ]
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] Signature of Shareholder:___________________________ Date:_______ Signature of Shareholder:_____________________________ Date: ______ NOTE: Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Signature of Shareholder:Date:Signature of Shareholder:Date:
NOTE:Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.