UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
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þ  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant toSection 240.14a-12
 
BFC Financial Corporation
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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BFC Financial Corporation
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309
 
April 25, 2008November 24, 2010
 
Dear Shareholder:
 
You are cordially invited to attend the Annual Meeting of Shareholders of BFC Financial Corporation, which will be held on May 20, 2008December 15, 2010 at 10:30 a.m., local time, at The Westin Fort Lauderdale, 400 Corporate Drive,the BankAtlantic Support Center, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33334.33309.
 
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,
 
-s- Alan B. Levan
Alan B. Levan
Chairman of the Board

BFC Financial Corporation

2100 West Cypress Creek Road

Fort Lauderdale, Florida 33309
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 20, 2008December 15, 2010
 
Notice is hereby given that the Annual Meeting of Shareholders of BFC Financial Corporation (the “Company”) will be held at The Westin Fort Lauderdale, 400 Corporate Drive,the BankAtlantic Support Center, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 3333433309 on May 20, 2008December 15, 2010 commencing at 10:30 a.m., local time, for the following purposes:
 
1. To elect twoeight directors to the Company’s Board of Directors to serve until the Annual Meeting in 2011.
 
2. To transact such other business as may properly be brought before the Annual Meeting or any adjournment thereof.
 
The matters listed above areproposal relating to the election of directors is more fully described in the Proxy Statement that forms a part of this Notice.Notice of Meeting.
 
Only shareholders of record at the close of business on March 21, 2008November 18, 2010 are entitled to notice of, and to vote at, the Annual Meeting.
 
Sincerely yours,
 
-s- Alan B. Levan
Alan B. Levan
Chairman of the Board
 
Fort Lauderdale, Florida
April 25, 2008November 24, 2010
 
 
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES;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.
 

TABLE OF CONTENTS

PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
CORPORATE GOVERNANCE
PROPOSAL TO BE CONSIDERED AT THE ANNUAL MEETINGFOR ELECTION OF DIRECTORS
IDENTIFICATION OF EXECUTIVE OFFICERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
COMPENSATION DISCUSSION AND ANALYSISOF NAMED EXECUTIVE OFFICERS
GRANTSCOMPENSATION OF PLAN-BASED AWARDS -- 2007
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END -- 2007
OPTION EXERCISES AND STOCK VESTED -- 2007
PENSION BENEFITS -- 2007
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
DIRECTOR COMPENSATION TABLE -- 2007DIRECTORS
AUDIT COMMITTEE REPORT
FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2009 AND 2008
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EQUITY COMPENSATION PLAN INFORMATION
OTHER MATTERS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING TO BE HELD ON DECEMBER 15, 2010
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
ADDITIONAL INFORMATION

 
BFC Financial Corporation
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309
 
PROXY STATEMENT
 
The Board of Directors of BFC Financial Corporation (the “Company” or “BFC”) is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at the Westin Fort Lauderdale, 400 Corporate Drive,BankAtlantic Support Center, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 3333433309 on May 20, 2008December 15, 2010 at 10:30 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, 2008.November 24, 2010.
 
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 amongthe election of eight directors to the Company’s Board of Directors as well as any other matters which may properly be brought before the Annual Meeting, the election of two directors.Meeting. Also, management will be available to report on the Company’s performance during the last fiscal year 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”) at the close of business on March 21, 2008November 18, 2010 (the “Record Date”) may vote at the Annual Meeting.
On As of the close of business on the Record Date, 38,232,93268,521,497 shares of Class A Stock and 6,876,0816,859,751 shares of Class B Stock were outstanding and, thus, arewill be eligible to vote at the Annual Meeting.
 
What are the voting rights of the holders of Class A Stock and Class B Stock?
 
Holders of Class A Stock and holders of Class B Stock will vote as one class on the proposal relating to the election of directors and, unless otherwise required under the Florida Business Corporation Act or the Company’s Amended and Restated Articles of Incorporation, allin most cases, on any other matters properly brought before the Annual Meeting. Holders of Class A Stock are entitled to one vote per share, with all holders of Class A Stock having in the aggregate 22.0%22% of the general voting power. The number of votes represented by each share of Class B Stock, which representrepresents in the aggregate 78.0%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 Stock will be entitled to 19.7137 votes on the election of directors and each other matter properly brought before the Annual Meeting for which separate class voting is not required.35.4153 votes.
 
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 Company’s common stockClass A Stock and Class B Stock outstanding as of the close of business on the Record Date will constitute a quorum, permitting the conduct of business at the Annual Meeting.
 
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, the Company’s stock transfer agent, 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 thesethe 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 in further detail 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 or nominee. Your broker or nominee has enclosed or provided a voting instruction card for you to use in directing the broker or nominee how to vote your shares.
 
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 or 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, we recommendthe Company recommends that you also submit your vote by proxy or by giving instructions to your broker or 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?
 
When voting on the election of directors, youYou may vote for bothall eight of the director nominees, or your vote may be withheld with respect to one or bothmore of the director nominees. The proposal related to the election of directors is described in this Proxy Statement beginning aton page 6.8.
 
What is the Board’s recommendation?
 
The Board of Directors recommends a voteFORbothall of the nominees for director.director nominees.
 
What if I do not specify on my proxy card how I want my shares voted?
 
If you mail in your proxy card but do not specify on your proxy card how you want to vote your shares, wethe Company will vote themFORbothall of the nominees for director. director nominees.
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 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 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.date or transmit new voting instructions by telephone or internet. Third, you can attend the Annual Meeting and vote in person. Attendanceperson; however, 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.
 
What vote is required for a proposaldirector nominee to be approved?elected?
 
To approve the election of directors, theThe affirmative vote of a plurality of the votes cast at the Annual Meeting is required.required for a director nominee to be elected. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or both directors


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more director nominees will not be voted with respect to the director or directors indicated,nominee(s) indicted, although it will be counted for purposes of determining whether or not a quorum exists.


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If my shares are held in “street name”street name by my broker or other nominee, will my broker or nominee vote my shares for me? What are broker non-votes?
 
No. If you hold your shares in “street name”street name through a broker or other nominee, and you have not provided voting instructions to your broker or nominee, then whether your broker or nominee may vote your shares in its discretion depends on the proposals before the Annual Meeting. Under the rules of NYSE Arca, Inc. (“NYSE Arca”), your broker or nominee mayonly vote your shares in its discretion on “routineroutine matters.” The proposal relating to the election of directors is not considered a routine matter on whichmatter. As a result, your broker or nominee will be permittednot have discretion to vote your shares at the Annual Meeting if noyou do not provide your broker with voting instructions.
Broker non-votes occur when a broker 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 will not have discretion to vote on any items of business at the Annual Meeting if they have not received voting instructions are furnished.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.
 
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.
 
CORPORATE GOVERNANCE
 
Pursuant to the Company’s Bylaws and the Florida Business Corporation Act, 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 full Board of Directors undertook a review of each director’s independence on February 11, 2008. As part of thisMarch 1, 2010. Based on its review, the Board considered transactions and relationships between each director or any member of his immediate family and the Company and its subsidiaries and affiliates, including those reported below under “Certain Relationships and Related Transactions.” The Board also examined transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review was to determine whether any such relationship or transaction was inconsistent with a determination that the director is independent under applicable laws and regulations and the NYSE Arca listing standards. As permitted by the NYSE Arca listing standards, the Board determined that the following categories of relationships will not constitute material relationships that impair a director’s independence: (i) banking relationships with BankAtlantic in the ordinary course of BankAtlantic’s business; (ii) serving on third party boards of directors with other members of the Board; (iii) payments or charitable gifts by the Company to entities of which a director is an executive officer or employee where such payments or charitable gifts do not exceed the greater of $200,000 or 5% of the entity’s consolidated gross revenues; and (iv) investments by directors in common with each other or the Company, its affiliates or executive officers. As a result of its review of the relationships of each of the members of the Board, and considering these categorical standards, the Board has affirmatively determined that a majority of the Company’s directors, includingJames Blosser, D. Keith Cobb, Oscar Holzmann, Earl PertnoyAlan J. Levy, Joel Levy, William Nicholson, William Scherer and Neil Sterling, are “independent” directors within the meaningwho together comprise a majority of the Board, are “independent,” as such term is defined under applicable rules and regulations relating to the independence of directors. Although the Company’s Class A Stock is no longer listed on NYSE Arca, the Board of Directors continued to use the definition of “independence” set forth in the listing standards of NYSE Arca for purposes of making its independence determinations. With respect to each of the directors determined to be independent, the Board specifically discussed and applicable law.considered the following relationships, each of which the Board determined did not constitute a material relationship that would impair the director’s independence:
• Mr. Cobb serves on the Boards of Directors of BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”) and BankAtlantic, BankAtlantic Bancorp’s bank subsidiary. 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, a member of the Company’s Board of Directors, serves as President of BankAtlantic Bancorp and 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, BankAtlantic and its affiliated


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entities together made donations of $32,500 to the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship. No such donations were made in 2007 or 2009.
• Messrs. Blosser, Alan Levy and Scherer serve as members of Broward Workshop with Messrs. Alan Levan, Abdo and Jarett Levan. In addition, Mr. Blosser serves on the Board of Directors of the Broward Performing Arts Foundation with Mr. Abdo. BankAtlantic and its affiliated entities together made donations of $10,000 and $5,000 to the Broward Performing Arts Foundation during 2009 and 2008, respectively. No such donations were made during 2007. Mr. Blosser is also a subcontractor on a business development project on which Mr. Sterling is a consultant.
• 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 a 25% interest, and Mr. Scherer have a banking relationship with BankAtlantic in the ordinary course of BankAtlantic’s business.
• Mr. Scherer is a Partner at the law firm of Conrad & Scherer LLP. During 2008 and 2007, Woodbridge Holdings Corporation, which at that time was a majority owned subsidiary of the Company and is currently a wholly owned subsidiary of the Company (“Woodbridge”), paid fees to Conrad & Scherer LLP totaling approximately $4,000 and $22,000, respectively. The Company did not pay any fees to Conrad & Scherer LLP during 2008 or 2007, and neither the Company nor Woodbridge paid any fees to such law firm during 2009. Mr. Scherer is also a member of the Board of Directors of a privately held entity to which Mr. Sterling serves as a consultant.
 
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 any shareholder.
 
The Board met fifteen16 times during 2007.2009. Each of the membersmember of the Board of Directors attended at least 75% of the meetings of the Board and Committeescommittees on which he served, and allserved. All five of the then-serving members of the Board of Directors


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attended the Company’s 20072009 annual meeting of shareholders, although the Company has no formal policy requiring them to do so.
 
The Audit Committee
 
TheFrom January 1, 2009 through September 20, 2009, the Audit Committee consistsconsisted of Oscar Holzmann, Chairman, D. Keith Cobb Earl Pertnoy and Neil Sterling. In addition, Earl Pertnoy, who served as a member of the Board of Directors of the Company or its predecessors since 1978, served on the Audit Committee until he passed away in January 2009. On September 21, 2009, the Company consummated its merger with Woodbridge pursuant to which Woodbridge merged with a wholly owned subsidiary of the Company (the “Woodbridge Merger”). In connection with the Woodbridge Merger, eight new directors were appointed to the Board, and the composition of the Audit Committee was reconstituted to consist of, and the Audit Committee currently consists of, Joel Levy, Chairman, Oscar Holzmann and William Nicholson. The Board has determined that all of the members of the Audit Committee are “financially literate” and “independent” within the meaning of the NYSE Arca listing standards and applicable Securities and Exchange Commission (“SEC”) rules and regulations. Mr. Holzmann,Joel Levy, the Chairman of thisthe Audit Committee, and D. Keith CobbMr. Holzmann are both qualified as “audit committee financial experts” within the meaning of SEC regulations, and the Board has determined that each of them has finance and accounting expertise which results in their “financial sophistication” within the meaning of the NYSE Arca listing standards.regulations. The Audit Committee met seveneight times during the 2007 fiscal year2009 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


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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 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 26.25.
 
The Compensation Committee
 
TheFrom January 1, 2009 through September 20, 2009, the Compensation Committee consistsconsisted of Earl Pertnoy, Chairman, D. Keith Cobb, Oscar Holzmann and Neil Sterling. In addition, Earl Pertnoy served as Chairman of the Compensation Committee until he passed away during January 2009, at which time Neil Sterling was appointed Chairman of the Compensation Committee. On September 21, 2009, William Nicholson was appointed to the Compensation Committee in place of Oscar Holzmann. As a result, since September 21, 2009, the Compensation Committee has consisted of Neil Sterling, Chairman, D. Keith Cobb and William Nicholson. All of the members of the Compensation Committee are “independent” within the meaning of the NYSE Arca listing standards. In addition, each member of the Compensation Committee is a “Non-Employee Director” as defined inRule 16b-3 under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), and an “outside director” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).1986. The Compensation Committee met fournine times during 2007.2009. 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 after reviewing the compensationdetermines or makes recommendations of the Chief Executive Officer, determineswith respect to the compensation of the Company’s other executive officers. ItThe Compensation Committee also administers the Company’s equity-based compensation plans. A report from
Pursuant to its charter, the Compensation Committee is includedhas the authority to retain consultants to assist the Compensation Committee in this Proxy Statement on page 14.its evaluation of executive compensation as well as the sole authority to approve any such consultant’s fees and retention terms. During 2009, the Compensation Committee engaged Mercer LLC, a third party compensation consultant (“Mercer”), to assist and make a presentation to the Compensation Committee with respect to the Compensation Committee’s review of the terms of outstanding options and consideration of the re-pricing of those options in light of the trading price of the Company’s common stock and adverse economic conditions, as discussed in further detail below under “Option Grants and Re-Pricings — 2009.”
 
The Nominating/Corporate Governance Committee
 
TheFrom January 1, 2009 through September 20, 2009, the Nominating/Corporate Governance Committee consistsconsisted of Neil Sterling, Chairman, D. Keith Cobb and Oscar Holzmann andHolzmann. In addition, Earl Pertnoy. AllPertnoy served on the Nominating/Corporate Governance Committee until he passed away during January 2009. In connection with the consummation of the membersWoodbridge Merger and the related appointment of eight new directors to the Board, on September 21, 2009, the composition of the Nominating/Corporate Governance Committee arewas reconstituted to consist of, and the Nominating/Corporate Governance Committee currently consists of, James Blosser, Chairman, Oscar Holzmann and Alan J. Levy, each of whom is considered to be “independent” within the meaning of the NYSE Arca listing standards. TheAs described below under “Proposal for Election of Directors,” Mr. Blosser is not standing for re-election to the Board at the Annual Meeting and, accordingly, his service on the Board and the Nominating/Corporate Governance Committee met two timeswill cease immediately prior to the Annual Meeting. As of the date of this proxy statement, no decision has been made by the Board as to who will succeed Mr. Blosser as Chairman of the Nominating/Corporate Governance Committee or as to whether another member of the Board will be added to the Nominating/Corporate Governance Committee in 2007. Mr. Blosser’s place.
The Nominating/Corporate Governance Committee is responsible for assisting the Board of Directors in identifying individuals qualified to become directors, making recommendations of candidates for directorships, developing and recommending to the Board a set of corporate governance principles for the Company, overseeing the evaluation of the Board and management, overseeing the selection, composition and evaluation of theBoard committees of the Board of Directors and overseeing the management continuity and succession planning process. TheNominating/Corporate Governance Committee met two times during 2009.


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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 director 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. In assessing potential new directors, the Nominating/Corporate


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Governance Committee will seek individuals from diverse professional backgrounds who provide a broad range of experience and expertise. 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 nominees 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 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 directorsBoard 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. During the past year, the Nominating/Corporate Governance Committee did not recommend a newly identified candidate for election as director.
 
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 Meetingannual meeting of Shareholders.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 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 2009 Annual Meeting2011 annual meeting of Shareholders,shareholders, the Company must receive shareholder notice of a director nomination (i) between August 17 and September 16, 2011 or (ii) if the Company’s 2011 annual meeting of shareholders is held prior to November 15, 2011, within ten days after the Company first mails notice of or publicly discloses the date of the meeting.
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 noticedual 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 January 20senior management and February 19, 2009.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 30 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.


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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 assuring 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 auditors regarding the results of their 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 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 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 process and system. While the Board recognizes that the risks which the Company faces are not static, and that it is not possible to 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 and Independent Directors
 
In accordance with applicable NYSE Arca rules,During 2009, the Company’s non-management directors, all of whom are considered to be “independent” within the meaning of the NYSE Arca listing standards, met two timestwice in executive sessionsessions of the Board in which management directors and other members of management did not participate. Earl PertnoyNeil Sterling was selected to be the presiding director for these sessions. The non-management directors have scheduled regular meetings in FebruaryApril and JulySeptember of each year and may schedule additional meetings without management present as they determine to be necessary.
 
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, Fort Lauderdale, Florida 33309. 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.
 
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, ofincluding the Company, including itsCompany’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 atwww.bfcfinancial.com. There were no such waivers from the Code of Business Conduct and Ethics during 2007. The Company made ministerial amendments to the Code of Business Conduct and Ethics on December 3, 2007 and April 7, 2008. The amended Code of Business Conduct and Ethics has been posted on the Company’s website atwww.bfcfinancial.com.website.


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Compensation Committee Interlocks and Insider Participation
The Board of Directors has designated directors D. Keith Cobb, Oscar Holzmann, Earl Pertnoy and Neil Sterling, none of whom are employees of the Company or any of its subsidiaries, to serve on the Compensation Committee. During 2007, in addition to compensation received from the Company, Messrs. Levan and Abdo also received compensation from Levitt Corporation (“Levitt”) and BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”) and were granted stock options by Bluegreen Corporation (“Bluegreen”). Mr. Cobb also serves on the Board of Directors of BankAtlantic Bancorp and receives compensation from BankAtlantic Bancorp for his service on such Board and its committees, including its Audit Committee and Nominating/Corporate Governance Committee. Mr. Cobb does not serve on the Compensation Committee of the Board of Directors of BankAtlantic Bancorp.
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, during the year ended December 31, 2007,except as set forth below, 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.basis during the year ended December 31, 2009. Alan B. Levan filed a Form 4 in December 2009 to report the sale of 351 shares of the Company’s Class A Stock during September 2009. The shares were held by Mr. Alan Levan through BankAtlantic’s 401(k) Plan and were sold by the Trustee for such plan in connection with Mr. Alan Levan’s participation in BankAtlantic Bancorp’s rights offering to its shareholders.
 
PROPOSAL TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL FOR ELECTION OF DIRECTORS
 
Nominees for Election as Director
The Board of Directors currently consists of six directors divided into three classes, each of which has a three-year term, expiring in annual succession. The Company’s Bylaws currently provide that the Board of Directors shall consist of no less than three nor more than twelvefifteen directors. The specific number of directors is set from time to time by resolution of the Board.
A total During 2008, the Board consisted of twosix directors. During January 2009, Earl Pertnoy, who served as a director of the Company or its predecessors since 1978, passed away. From that time until the consummation of the Woodbridge Merger on September 21, 2009, the Board consisted of five directors who, pursuant to the Company’s Bylaws, were divided into three classes, each of which had a three-year term expiring in annual succession. In connection with the consummation of the Woodbridge Merger, eight members of Woodbridge’s Board of Directors were appointed to the Company’s Board of Directors, and the Company’s Bylaws were amended to increase the maximum size of the Board from twelve to fifteen directors (as set forth above) and to provide that each director elected or appointed to the Board on or after the effective date of the Woodbridge Merger will be electedserve for a term expiring at the Company’s next annual meeting of shareholders. As a result, the Board is currently divided into three classes of directors as follows: (i) ten directors whose terms will expire at the Annual Meeting both(eight of whom will behave been nominated for re-election at the Annual Meeting to serve for terms expiring at the Company’s 2011 annual meeting of shareholders); (ii) two directors who were most recently elected at the Company’s 2008 annual meeting of shareholders to serve for terms expiring at the Company’s 2011 annual meeting of shareholders; and (iii) one director who was most recently elected at the Company’s 2009 annual meeting of shareholders to serve for a term expiring at the Company’s 2012 annual meeting of shareholders. Subject to any future amendments to the Company’s Amended and Restated Articles of Incorporation or Bylaws relating to the composition of the Board, following the Company’s 2012 annual meeting of shareholders, the Board will no longer be divided into multiple classes serving staggered terms, but rather each director will serve for a term expiring at the Company’s next annual meeting of shareholders.
Eight of the ten 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 2011 annual meeting of shareholders. Based on recent discussions, it was 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 — the other two directors whose terms are expiring at the Annual Meeting — recently expressed interest in 2011. 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 Annual Meeting.
Each of the eight director nominees was recommended for re-electionelection by the Nominating/Corporate Governance Committee and has consented to serve for the term indicated.his term. If eitherany 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, the nominees and directors listed below haveno director nominee or director continuing in office has had noany change in principal occupation or employment during the past five years.


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The Directors Standing For Election Are:
 
TERMS ENDING INAT THE COMPANY’S 2011 ANNUAL MEETING OF SHAREHOLDERS:
ALAN B. LEVANDirector since 1978
Alan B. Levan, age 66, 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 of the Company or its predecessors. Since 1994, he has been Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp and, since 1987, he has served as Chairman of the Board of BankAtlantic. Since 2002, Mr. Levan has also served as Chairman of the Board of Bluegreen Corporation, a New York Stock Exchange listed company in which the Company currently owns an approximately 52% voting interest (“Bluegreen”), and since June 2009, he has served as a director of Benihana, Inc., a NASDAQ listed company in which the Company holds a significant investment (“Benihana”). He was Chairman of the Board and Chief Executive Officer of Woodbridge from 1985 until the consummation of the Woodbridge Merger in September 2009. The Board 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 Benihana provide the Board with critical insight regarding the business and prospects of each company. Alan B. Levan is the father of Jarett S. Levan.
DARWIN DORNBUSHDirector since 2009
Darwin Dornbush, age 80, 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 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 earlier in 2010 and as a director of that company until 2009. In addition, during February 2009, Mr. Dornbush rejoined the Board of Directors of Benihana after serving as a director of Benihana from 1995 through 2005. From 1983 until 2008, he also served as Secretary of Benihana and its predecessor. The Board 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.
JARETT S. LEVANDirector since 2009
Jarett S. Levan, age 37, is the President of BankAtlantic Bancorp and the Chief Executive Officer and President of BankAtlantic and has served in various capacities at BankAtlantic, including as Executive Vice President 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. Mr. Levan was appointed to the Company’s Board of Directors during September 2009 in connection with the consummation of the Woodbridge Merger. He has also served as a director of BankAtlantic Bancorp since 1999, the Broward Center for the Performing Arts since 2009, the Fort Lauderdale Museum of Art from 2003 through 2008 and again since 2009 and the Museum of Discovery and Science (Fort Lauderdale) since 2008. The Board believes that Mr. Levan’s management and directorship positions at BankAtlantic Bancorp and BankAtlantic allow him to provide insight to the Board with respect to the business and affairs of those entities. Jarett S. Levan is the son of Alan B. Levan.
ALAN J. LEVYDirector since 2009
Alan J. Levy, age 70, 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 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 Board 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.


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JOEL LEVYDirector since 2009
Joel Levy, age 70, 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 since 2003. Mr. Levy is currently the Vice Chairman of Adler Group, 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 experience in public accounting. The Board 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 provide meaningful insight to the Board and that, based on his finance and accounting background, Mr. Levy makes important contributions to the Audit Committee.
WILLIAM NICHOLSONDirector since 2009
William Nicholson, age 64, 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 since 2003. Mr. Nicholson has been a principal with Heritage Capital Group since 2003. Since 2004, Mr. Nicholson has also served as President of WRN Financial Corporation and, since 2008, he has been a principal with EXP Loan Services LLC. He is also the Managing Director of BSE Management, LLC. The Board 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 provide important insight to the Board on financial issues.
NEIL STERLINGDirector since 2003
Neil Sterling, age 59, has been the principal of The Sterling Resources Group, Inc., a business development consulting firm in Fort Lauderdale, Florida, since 1998. As a successful business consultant, the Board 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. WISEDirector since 2009
Seth M. Wise, age 40, has served as a director and Executive Vice President of the Company since he was appointed to such positions in connection with the consummation of the Woodbridge Merger during September 2009. From July 2005 until September 2009, Mr. Wise served as President of Woodbridge after serving as its Executive Vice President since September 2003. At the request of Woodbridge, Mr. Wise served as President of Levitt and Sons, LLC, the former wholly owned homebuilding subsidiary of Woodbridge, prior to its filing for bankruptcy on November 9, 2007. He also previously was Vice President of Abdo Companies, Inc. The Board believes that Mr. Wise’s experience and background in 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.
The Directors Continuing In Office Are:
TERMS ENDING AT THE COMPANY’S 2011 ANNUAL MEETING OF SHAREHOLDERS:
 
JOHN E. ABDODirector since 1988
 
John E. Abdo, age 64,67, has been a director of the Company since 1988 andserved as Vice Chairman of the Board of the Company since 1993. He has been Vice Chairman of the Board of BankAtlantic since April 1987, and Chairman of the Executive Committee of BankAtlantic since October 1985. He has been1985 and a director and Vice Chairman of the Board of BankAtlantic Bancorp since 19941994. 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 LevittBluegreen since April 2001. He2002. Mr. Abdo is also a directorPresident of Benihana,Abdo Companies, Inc. (“Benihana”), a publicly held company which operates Asian-themed restaurant chains,member of the Board of Directors and has been aFinance Committee of the Performing Arts Center Authority (PACA)


10

and former President and current director and Chairman of the Investment Committee of the Broward Performing Arts Foundation. Mr. Abdo served as Vice Chairman of Woodbridge from 2001 until the consummation of the Woodbridge Merger during September 2009. The Board believes that it benefits from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive knowledge of the Florida business community and the business and affairs of the Company, BankAtlantic Bancorp, BankAtlantic, Bluegreen since 2002.and Benihana, based on his long history of service on behalf of those entities. The Board also believes Mr. Abdo’s real estate background provides additional perspective to the Board.
 
OSCAR HOLZMANNDirector since 2002
 
Oscar Holzmann, age 65,68, has been an Associate Professor of Accounting at the University of Miami since 1980. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974.
THE BOARD OF DIRECTORS RECOMMENDS THAT HOLDERS OF CLASS A STOCK AND HOLDERS OF CLASS B STOCK VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.


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The Directors Continuing In Office Are:Board 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 Audit Committee.
 
TERMSTERM ENDING IN 2009AT THE COMPANY’S 2012 ANNUAL MEETING OF SHAREHOLDERS:
 
D. KEITH COBBDirector since 2004
 
D. Keith Cobb, age 67,69, 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 accountantCertified 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 also serves on the Boards of Directors of BankAtlantic Bancorp and Alliance Data Systems Corporation, in each case since 2003, and several private companies.
EARL PERTNOYDirector since 1978
Earl Pertnoy, age 81, is a real estate investor and developer. He has been a director of the Company or its predecessors since 1978.
TERMS ENDING IN 2010:
ALAN B. LEVANDirector since 1978
Alan B. Levan, age 63, 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 of the Company or its predecessors. He has been Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp since 1994 and Chairman ofserved on the Board of BankAtlantic since 1987. He has been ChairmanDirectors 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 Mr. Cobb brings insight to the Board with respect to the Company’s business, financial condition and Chief Executive Officer of Levitt since 1985 and Chairman of Bluegreen since 2002.strategic development.
NEIL STERLINGDirector since 2003
Neil Sterling, age 56, has been the principal of The Sterling Resources Group, Inc., a business development-consulting firm in Fort Lauderdale, Florida, since 1998.
 
Identification of Executive OfficersIDENTIFICATION OF EXECUTIVE OFFICERS
 
The following individuals are executive officers of the Company:
 
   
Name
 
Position
 
Alan B. Levan Chairman of the Board, Chief Executive Officer, President and Director
John E. Abdo Vice Chairman of the Board and Director
Phil BakesSeth M. Wise Managing Director and Executive Vice President
John K. Grelle ActingExecutive Vice President and Chief Financial Officer
Maria R. Scheker Chief Accounting Officer
 
All executive officers serve until they resign or are replaced or removed by the Board of Directors.
 
The following additional information is provided for the executive officers shown above who are not directors of the Company or director nominees:
Phil Bakes, age 62,joined the Company as an Executive Vice President in January 2004 and was named Managing Director in October 2004. Immediately before joining the Company, he served from1991-2003 as President and Co-Founder of Sojourn Enterprises, a Miami and New York-based merchant banking and advisory firm, as well as Chairman, Chief Executive Officer and Co-Founder from1999-2003 of FAR&WIDE Travel Corp., an international leisure travel company, which in September 2003 liquidated under Chapter 11 of the U.S. Bankruptcy Code. From1980-1990, Mr. Bakes was a senior airline industry executive, including serving as President and Chief Executive Officer of Continental Airlines and Eastern Airlines. Mr. Bakes began his professional career in Washington, D.C. serving as an assistant Watergate prosecutor, counsel to the Senate Antitrust Subcommittee and


7

general counsel of a federal agency. Mr. Bakes holds a Juris Doctor degree from Harvard Law School and a Bachelor of Arts degree from Loyola University (Chicago).Company:
 
John K. Grelle, age 64,67, joined the Company as acting Chief Financial Officer on January 11, 2008 and was appointed Executive Vice President and Chief Financial Officer of the Company on May 20, 2008. From May 2008 until the consummation of the Woodbridge Merger during September 2009, Mr. Grelle isalso served as Executive Vice President, Chief Financial Officer and principal accounting officer of Woodbridge. Prior to joining the Company, Mr. Grelle served as a Partner of Tatum, LLC, an executive services firm. 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,Company; Controller of the financial services divisionFinancial Services Division of American Can Company (later known as Primerica),; Chairman, President and Chief Executive Officer of National Benefit Life, a subsidiary of Primerica,Primerica; President of Bell National Life,Life; Senior Vice


11

President and Chief Financial Officer of American Health and Life,Life; Controller of Sun Life AmericaAmerica; 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 50,52, 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. Ms. Scheker has been a certified public accountantCertified Public Accountant in the State of Florida since 2003.
 
Certain Relationships and Related TransactionsCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Review, Approval or Ratification of Transactions with Related Persons
During 2006 and 2007, the Board of Directors reviewed and approved transactions in which theThe Company was a participant, where the amount involved exceeded or was expected to exceed $120,000 annually and any of the Company’s directors or executive officers, or their immediate family members, had or was expected to have a direct or indirect material interest. When considering a related person transaction, the Board of Directors analyzed, among other factors it deemed appropriate, whether such related person transaction was for the benefit of the Company and upon terms no less favorable to the Company than if the related person transaction was with an unrelated party. During 2006 and 2007, no related person transaction occurred where this process was not followed.
In April 2008, the Board approved an amendment to the Code of Business Conduct and Ethics permitting the Board to delegate to a committee of the Board the review of related person transactions. As contemplated by this amendment, the Board delegated to the Nominating/Corporate Governance Committee the review and approval of related person transactions other than those presenting issues regarding accounting, internal accounting control or audit matters, the review and approval of which was delegated to the Audit Committee. When considering related person transactions, the Nominating/Corporate Governance Committee or the Audit Committee, as applicable, analyze, among other factors it deems appropriate, those factors analyzed by the Board as described above.
Transactions with Related Persons
BFC is the controlling shareholder of BankAtlantic Bancorp and Levitt. BFC also has a direct non-controlling interest in Benihana and, through Levitt, an indirect ownership interest in Bluegreen. BFC may be deemed to be controlled by Alan B. Levan and John E. Abdo, BFC’s Chairman, of the Board, Chief Executive Officer and President of the Company and BFC’s Vice Chairman respectively. Mr. Levanof the Company, respectively, who collectively may be deemed to beneficially own 7,243,415 shares or 25.1%, of BFC’sthe Company’s Class A Stock and 3,153,681 shares, or 44.5%, of BFC’s Class B Stock representing inapproximately 71% of the aggregate, 37.9% of BFC’sCompany’s total voting power. Mr. AbdoSee “Security Ownership of Certain Beneficial Owners and Management” below for further information with respect to the share ownership of each of Messrs. Levan and Abdo.
The Company may be deemed to beneficially own 3,356,771 shares, or 15.8%,be the controlling shareholder of BFC’s Class A StockBankAtlantic Bancorp and 3,180,047 shares, or 44.9%, of BFC’s Class B Stock, representing,Bluegreen. The Company also has a direct non-controlling interest in the aggregate, 35.9% of BFC’s total voting power. Collectively, the shares of BFC’s Class A and Class B Stock beneficially owned by Messrs.Benihana. Alan B. Levan and Abdo represent 73.8% of BFC’s total voting power. Messrs. Levan andJohn E. Abdo are each executive officers and directors of BankAtlantic Bancorp and Levitt and directors of Bluegreen.Bluegreen and Benihana.
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 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 connection with the merger. Alan B. Levan and John E. Abdo served as the 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 merger, Seth M. Wise, Woodbridge’s Executive Vice President, was appointed to serve as Executive Vice President of the Company, and each of Mr. AbdoWise, Jarett S. Levan, who is the President of BankAtlantic Bancorp, the Chief Executive Officer and President of BankAtlantic and the son of Alan B. Levan, and the following six directors of Woodbridge who were not also a directordirectors of Benihana.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.


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The following table presents BFC,related party transactions between the Company, BankAtlantic Bancorp, LevittWoodbridge and Bluegreen related party transactions incurred at, and for the yearyears ended, December 31, 20072008 and 2006.2009. Amounts set forth for Woodbridge for 2009 include only those amounts related to BankAtlantic Bancorpthe period from January 2009 through September 2009, when Woodbridge was merged with a wholly owned subsidiary of BFC. Any amounts related to Woodbridge after that time, including cash and Levitt were eliminatedcash equivalents at December 31, 2009, are included in BFC’s consolidated financial statements.the amounts set forth for BFC.
 
                                      
   At and For The Year Ended December 31, 2007    At and For the Year Ended December 31, 2008
     BankAtlantic
            BankAtlantic
  
   BFC Bancorp Levitt Bluegreen    BFC Woodbridge Bancorp Bluegreen
   (In thousands)    (In thousands)
Shared service receivable (payable)  (a) $312   (89)  (119)  (104)
Shared service income (expense)  (a) $2,807   (1,358)  (1,006)  (443)  (a) $3,157   (1,135)  (1,593)  (429)
Facilities cost  (a) $(224)  172   —   52   (a) $(245)  (101)  271   75 
Interest income (expense) from cash balance/securities sold under agreements to repurchase  (b) $38   (185)  147   —   (b) $8   72   (80)  — 
Cash and cash equivalents and (securities sold under agreements to repurchase)  (b) $1,217   (7,335)  6,118   —   (b) $263   4,433   (4,696)  — 
 
                     
     At and For The Year Ended December 31, 2006 
        BankAtlantic
       
     BFC  Bancorp  Levitt  Bluegreen 
     (In thousands) 
 
Shared service receivable (payable)  (a) $312   (142)  (107)  (63)
Shared service income (expense)  (a) $2,495   (1,053)  (1,134)  (308)
Facilities cost  (a) $(460)  406   —   54 
Interest income (expense) from cash balance/securities sold under agreements to repurchase  (b) $43   (479)  436   — 
Cash and cash equivalents and (securities sold under agreements to repurchase)  (b) $996   (5,547)  4,551   — 
                     
    At and For the Year Ended December 31, 2009
        BankAtlantic
  
    BFC Woodbridge Bancorp Bluegreen
    (In thousands)
 
Shared service income (expense)  (a) $3,153   (811)  (1,805)  (537)
Facilities cost  (a) $(260)  (113)  319   54 
Interest income (expense) from cash balance/deposits  (b) $5   34   (39)  — 
Cash and cash equivalents and (deposits)  (b) $20,863   —   (20,863)  — 
 
 
(a)Effective January 1, 2006, BFC maintained arrangements withPursuant to the terms of shared service agreements between the Company and BankAtlantic Bancorp, and Levitt tosubsidiaries of the Company provide shared service operations in the areas of human resources, risk management, investor relations, and executive office administration. Pursuantadministration and other services to these arrangements, certain employees from BankAtlantic were transferred to BFC to staff BFC’s shared service operations.Bancorp. Additionally, BFCthe Company provides certain risk management and administrative services to Bluegreen. The costs of sharedthese services are allocated based upon the estimated usage of the respective services. Also, as part of the shared servicesservice arrangement, BFC reimbursesthe Company pays BankAtlantic Bancorp and Bluegreen for office facilities costs relating to BFCthe Company and its shared service operations.
 
In May 2008, the Company and BFC Shared Service Corporation, a wholly owned subsidiary of the Company (“BFC Shared Service”), entered into office lease agreements with BankAtlantic under which the Company and BFC Shared Service agreed to pay BankAtlantic an annual rent of approximately $294,000 for office space in BankAtlantic’s corporate headquarters. In May 2009, the lease agreement was amended to increase the annual rent to approximately $304,000. In May 2008, the Company also entered into an office sublease agreement with Woodbridge pursuant to which Woodbridge agreed tosub-lease from the Company office space in BankAtlantic’s corporate headquarters at an annual rent of approximately $152,000. In May 2009, the sublease agreement was amended to decrease the amount of office space subject to the sublease and, accordingly, to decrease the annual rent to approximately $141,000. For the year ended December 31, 2008 and the 2009 period prior to the consummation of the Woodbridge Merger, rent expense paid to BFC under the sublease agreement was approximately $101,000 and $113,000, respectively.
(b)BFCThe Company and LevittWoodbridge entered into securities sold under agreements to repurchase (“Repurchase Agreements”)transactions with BankAtlantic and the balance in those accounts in the aggregate wasof approximately $7.3 million and $5.5$4.7 million at December 31, 2007 and 2006, respectively. Interest in connection with the Repurchase Agreements was approximately $185,000 and $479,000 for the years ended December 31, 2007 and 2006, respectively.2008. These transactions have similarwere on the same general terms as BankAtlantic repurchase agreements with unaffiliated third parties. The Company did not have any securities sold under agreements to repurchase with BankAtlantic at December 31, 2009. In addition, the Company had deposits at BankAtlantic totaling $20.9 million as of December 31, 2009. These deposits were on the same general terms as deposits made by unaffiliated third parties. The Company did not have any deposits at BankAtlantic as of December 31, 2008. The aggregate interest income recognized in connection with these funds held at BankAtlantic was approximately $80,000 and $39,000 for the years ended December 31, 2008 and 2009, respectively. Additionally, during 2009, the Company invested funds through the Certificate of Deposit Account Registry Service (“CDARS”) program at BankAtlantic, which facilitates the placement of funds into certificates of


13

deposits issued by other financial institutions in increments of less than the standard FDIC insurance maximum to insure that both principal and interest are eligible for full FDIC insurance coverage. At December 31, 2009, the Company had $7.7 million invested through the CDARS program at BankAtlantic.
In March 2008, BankAtlantic entered into an agreement with Woodbridge to provide information technology support in exchange for monthly payments by Woodbridge of $10,000 and a one-timeset-up charge of approximately $20,000. Monthly payments were increased to $15,000 effective July 1, 2009. During the years ended December 31, 2008 and 2009, fees of approximately $90,000 and $160,000, respectively, were paid to BankAtlantic under this agreement.
 
In prior periods, BankAtlantic Bancorp issued options to acquirepurchase shares of BankAtlantic Bancorp’s Class A common stockCommon Stock to employees of LevittWoodbridge prior to the spin-off of Levitt andWoodbridge to BankAtlantic Bancorp’s shareholders on December 31, 2003. Additionally, certain employees of BankAtlantic Bancorp employees that werehave transferred to BFC on January 1, 2006.affiliate companies, and BankAtlantic Bancorp has elected, in accordance with the terms of itsBankAtlantic Bancorp’s stock option plans, not to cancel the stock options held by those former employees. BankAtlantic Bancorp accounts for these options to former employees as employee stock options because these individuals were employees of BankAtlantic Bancorp on the grant date. DuringThere were no options exercised by former employees during the years ended December 31, 2007 and 2006, former employees exercised options to acquire 13,062 and 51,464 shares, respectively, of 2008 or 2009.
BankAtlantic Bancorp’s Class A common stock at a weighted average exercise price of $8.56 and $3.28, respectively.


9

BankAtlantic Bancorp options outstanding to former employees consisted of the following as of December 31, 2006:2008 and 2009:
 
                
         As of December 31, 2008 As of December 31, 2009
 BankAtlantic
   BankAtlantic
   BankAtlantic
  
 Bancorp
   Bancorp’s
 Weighted
 Bancorp’s
 Weighted
 Class A
 Weighted
 Class A
 Average
 Class A
 Average
 Common
 Average
 Common
 Exercise
 Common
 Exercise
 Stock Price Stock Price Stock Price
Options outstanding  306,598  $10.48   53,789  $48.46   45,476  $53.57 
Options unvested  245,143  $11.39 
Options non-vested  13,610  $92.85   6,181  $95.10 
 
Jarett S. Levan, who is a member of the Company’s Board of Directors and who serves as a director and as the President of BankAtlantic Bancorp options outstanding to former employees consistedand as a director and the Chief Executive Officer and President of BankAtlantic, is the following asson of December 31, 2007:
         
  BankAtlantic
  
  Bancorp
  
  Class A
 Weighted
  Common
 Average
  Stock Price
 
Options outstanding  268,943  $9.90 
Options unvested  154,587  $12.32 
Alan B. Levan, the Company’s Chairman, Chief Executive Officer and President, BankAtlantic Bancorp’s Chairman and Chief Executive Officer and BankAtlantic’s Chairman. Mr. Jarett Levan’s total compensation from BankAtlantic Bancorp and BankAtlantic was approximately $580,000 and $1,079,000 during 2008 and 2009, respectively.
 
During the years ended December 31, 2007 and 2006,In June 2010, BankAtlantic Bancorp issuedand BankAtlantic entered into a real estate advisory service agreement with the Company for assistance relating to BFC employees who performed services forthe work-out of loans and the sale of real estate owned. The Company will receive a monthly fee of $12,500 from each of BankAtlantic Bancorp optionsand BankAtlantic and, if the Company’s efforts result in net recoveries of any nonperforming loan or the sale of real estate owned, the Company will receive a fee equal to acquire 49,0001% of the net value recovered.
On June 28, 2010, the Company loaned approximately $8.0 million to BankAtlantic Bancorp, and 50,300BankAtlantic Bancorp executed a promissory note agreement in favor of the Company with a maturity date of July 30, 2010. The note provided for payment either in cash or shares respectively, of BankAtlantic Bancorp’s Class A common stock at anCommon Stock, depending on the results of BankAtlantic Bancorp’s rights offering to its shareholders and the number of shares allocable to the Company pursuant to the rights offering. In July 2010, BankAtlantic Bancorp satisfied the promissory note in full through the issuance of 5,302,816 shares of BankAtlantic Bancorp’s Class A Common Stock in respect of the Company’s exercise price of $9.38 and $14.69, respectively. These options vestsubscription rights in five years and expire ten years from the grant date. BFC recognized an expense of $13,000 and $26,000 for the years ended December 31, 2007 and 2006, respectively.rights offering.
 
During 2006 and 2007, BFC and its subsidiaries utilized2009, the Company performed certain advisory services to assist Bluegreen in exploring potential additional sources of Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden, McClosky”). Bruno DiGiulian, a director of BankAtlantic Bancorp,liquidity. The Company was of counsel at Ruden McClosky prior to his retirementreimbursed approximately $1.6 million from Bluegreen during 2009 in 2006. Fees aggregating $274,000 and $526,000 were paid by BankAtlantic Bancorp to Ruden, McClosky during the years ended December 31, 2007 and 2006, respectively. Ruden, McClosky also represents Alan B. Levan and John E. Abdoconnection with respect to certain other business interests.these efforts.
 
Levitt and Sons, LLC (“Levitt and Sons”),During December 2009, Benihana engaged a wholly owned subsidiary of Levitt which filed for bankruptcy protectionthe Company to provide certain management, financial advisory and was deconsolidated from Levitt as of November 9, 2007, utilized the services of Conrad & Scherer, LLP,other consulting services. In addition, during 2010, Benihana engaged a law firm in which William R. Scherer, a director of Levitt, is a member. Levitt and Sons paid fees aggregating $22,000 and $470,000 to this firm during the years ended December 31, 2007 and 2006, respectively.
During November 2007, following the receiptwholly owned subsidiary of the approval of BFC’s shareholders, I.R.E Realty Advisory Group, Inc. (“I.R.E. RAG”), an approximately 45.5% subsidiary of BFC, was merged with and into BFC. The sole assets of I.R.E. RAG were 4,764,285 shares of BFC Class A Stock and 500,000 shares of BFC Class B Stock. In connection with this merger, the shareholders of I.R.E. RAG, other than BFC, received an aggregate of approximately 2,601,300 shares of BFC Class A Stock and 273,000 shares of BFC Class B Stock, representing their respective pro rata beneficial ownership interests in the shares of BFC’s common stock owned by I.R.E. RAG, and the 4,764,285 shares of BFC Class A Stock and 500,000 shares of BFC Class B Stock that were held by I.R.E. RAG were canceled. The shareholders of I.R.E. RAG, other than BFC, were Levan Enterprises, Ltd. and I.R.E. Properties, Inc., each of which is an affiliate of Alan B. Levan, Chief Executive Officer, President and Chairman of the Board of Directors of BFC.
BankAtlantic has entered into an agreement with Levitt, pursuant to which BankAtlantic agreed to host Levitt’s information technology services andCompany to provide hosting, securitycertain insurance and certain other information technology services to Levitt. The annual amounts to be paid under this agreement are estimated to be approximately $120,000.
Certain of BFC’s affiliates, including its executive officers, have independently made investments with their own funds in a limited partnership that BFC sponsored in 2001.risk management services.


1014

 
COMPENSATION DISCUSSION AND ANALYSISOF NAMED EXECUTIVE OFFICERS
 
Overview of Compensation Program
The Compensation Committee administers the compensation program for the Company’s executive officers. The Compensation Committee reviews and determines all executive officer compensation, administers the Company’s equity incentive plans (including reviewing and approving grants to the Company’s executive officers), makes recommendations to shareholders with respect to proposals related to compensation matters and generally consults with management regarding employee compensation programs.
The Compensation Committee’s charter reflects these responsibilities, and the Compensation Committee and the Board of Directors periodically review and, if appropriate, revise the charter. The Board of Directors determines the Compensation Committee’s membership, which is composed entirely of independent directors. The Compensation Committee meets at regularly scheduled times during the year, and it may also hold specially scheduled meetings and take action by written consent. At Board meetings, the Chairman of the Compensation Committee reports on committee actions and recommendations, as he deems appropriate. Executive compensation is reviewed at executive sessions of the non-management directors.
Pursuant to its authority under its charter to engage the services of outside advisors, experts and others to assist the Compensation Committee, the Compensation Committee engaged the services of Mercer (US) Inc. (“Mercer”) to meet with and advise the Compensation Committee with respect to evaluating the competitiveness of the Company’s executive compensation, the alignment of the Company’s executive compensation with the Company’s performance and its shareholders’ interests and the Company’s annual incentive and bonus program. Mercer provided the Compensation Committee with reports, studies and relevant market data, as well as alternatives to consider, when making executive compensation decisions.
Throughout this Proxy Statement, the term “Named Executive Officers” is used to refer collectively to the individuals included on the Summary Compensation Table on page 15.
Compensation Philosophy and Objectives
The Company’s compensation program for executive officers consists of a base salary, an annual cash incentive and bonus program, periodic grants of stock options, and health and welfare benefits. The Compensation Committee believes that the most effective executive officer compensation program is one that is designed to align the interests of the executive officers with those of shareholders by compensating the executive officers in a manner that advances both the short-and long-term interests of the Company and its shareholders. The Compensation Committee believes that the Company’s compensation program for executive officers is appropriately based upon the Company’s performance, the performance and level of responsibility of the executive officer and the market, generally, with respect to executive officer compensation.
Messrs. Levan and Abdo hold executive positions at BankAtlantic Bancorp and Levitt and received compensation for their services directly from these subsidiaries of the Company in 2007. While the Compensation Committee does not determine the compensation paid to Messrs. Levan and Abdo by the Company’s public company subsidiaries, the Compensation Committee considers such compensation and the fact that Messrs. Levan and Abdo devote time to the operations of BankAtlantic Bancorp and Levitt when determining the compensation paid by the Company to Messrs. Levan and Abdo.
Role of Executive Officers in Compensation Decisions
The Compensation Committee makes all compensation decisions for the Named Executive Officers and other executive officers, and approves recommendations regarding equity awards to all of the Company’s employees. The Chief Executive Officer annually reviews the performance of each of the Named Executive Officers (other than himself, whose performance is reviewed by the Compensation Committee). The conclusions reached and recommendations based on these reviews, including those with respect to setting and adjusting base salary, annual cash incentive awards and bonuses and stock option awards, are presented to the Compensation Committee. The Compensation Committee can exercise its discretion in modifying upward or downward any recommended


11

amounts or awards to executive officers. In 2007, the Compensation Committee accepted without modification the recommendations of the Chief Executive Officer.
Executive Officer Compensation Components
For the fiscal year ended December 31, 2007, the principal components of compensation for the Named Executive Officers were:
• base salary;
• the Company’s annual incentive and bonus program; and
• long-term equity incentive compensation.
Base Salary
The Compensation Committee believes that the base salaries offered by the Company are competitive based on a review of market practices and the duties and responsibilities of each Named Executive Officer. In setting base salaries, the Compensation Committee periodically examines market compensation levels and trends observed in the market for executives of comparable experience and skills. Market information is used as an initial frame of reference for establishing and adjusting base salaries. The Compensation Committee believes that the Named Executive Officers’ base salaries should be competitive with those of other executives with comparable experience at organizations similar to the Company.
In addition to examining market compensation levels and trends, the Compensation Committee makes base salary decisions for the Named Executive Officers based on an annual review by the Compensation Committee with input and recommendations from the Chief Executive Officer. The Compensation Committee’s review includes, among other things, the functional and decision-making responsibilities of each position, the significance of each Named Executive Officer’s specific area of individual responsibility to the Company’s financial performance and achievement of overall goals, and the contribution, experience and work performance of each Named Executive Officer.
With respect to base salary decisions for the Chief Executive Officer, the Compensation Committee makes an assessment of Mr. Levan’s past performance as Chief Executive Officer and its expectations as to his future contributions to the Company and its subsidiaries, as well as the factors described above for the other Named Executive Officers, including examining market compensation levels and trends and evaluating his individual performance and the Company’s financial condition, operating results and attainment of strategic objectives. In evaluating the performance of Mr. Levan for purposes of not only his base salary, but also his cash bonus under the Company’s annual incentive and bonus program and stock option awards under the Company’s long-term equity incentive compensation program, the Compensation Committee considered the information received from Mercer, as well as the Company’s 2007 operating results and its financial condition. In its review, the Compensation Committee also considered Mr. Levan’s considerable effort and attention in connection with the operations of the Company’s principal investments, including BankAtlantic Bancorp and Levitt, and that the performance of such principal investments is vitally important to the long-term success of the Company. In its review, the Compensation Committee also noted, among other things, Mr. Levan’s leadership during 2007, including leadership actions taken at Levitt and BankAtlantic Bancorp with a view toward positioning both companies for long-term growth and Mr. Levan’s efforts to raise capital at both the Company and Levitt.
The 2007 base salaries of each of Messrs. Levan, Abdo and Bakes increased approximately 4% from 2006. Ms. Scheker’s 2007 base salary increased by approximately 25% from 2006 which reflected her increased responsibilities relating to her appointment as Chief Accounting Officer of the Company, effective April 2, 2007. For 2008, the Compensation Committee considered the collective contributions of Messrs. Levan and Abdo and determined that it was appropriate that the base salaries paid to them by the Company be equalized and set each of their annual base salaries at $676,420. The Compensation Committee also approved increases of 3% and 6%, respectively, in the 2008 base salaries of Mr. Bakes and Ms. Scheker compared to their 2007 base salaries. Mr. Scanlon resigned as Executive Vice President and Chief Financial Officer, effective January 11, 2008. In connection with his resignation, Mr. Scanlon entered into an agreement with the Company pursuant to which he will


12

provide certain services to the Company through December 31, 2008, and the Company will pay an aggregate of $170,000 and provide certain benefits to Mr. Scanlon over the period. Mr. Scanlon’s 2007 base salary was $175,000.
Annual Incentive and Bonus Program
The Company’s annual incentive and bonus program is a cash bonus plan designed to promote performance and achievement of corporate strategic goals and initiatives, encourage the growth of shareholder value, and allow executives, including the Named Executive Officers, to participate in the growth and profitability of the Company. This program includes elements tied to the achievement of pre-established, objective individual and company-wide annual financial performance goals. These goals are established each year during the Company’s annual budget cycle, and the portion of an executive officer’s cash bonus under the plan that is related to financial performance goals varies upon the impact that the executive officer has on the overall financial performance of the Company as well as the financial performance of his or her division. Generally, certain minimum corporate growthand/or profit objectives must be achieved before any bonus will be paid. However, the Company’s annual incentive and bonus program also includes a discretionary element tied to a subjective evaluation of overall performance in areas outside those that can be objectively measured based on financial results. Each executive officer’s bonus is intended to take into account corporate and individual components, which are weighted according to the executive officer’s responsibilities.
In 2007, cash bonuses totaling $1,708,408 were awarded to the Named Executive Officers under the Company’s annual incentive and bonus program. The awards for Messrs. Levan, Abdo and Bakes were paid based on the Company’s achievement of one of the two pre-established financial performance goals under the 2007 annual incentive and bonus program. Ms. Scheker was not eligible to receive a bonus under the formula-based component of the Company’s 2007 annual incentive and bonus program but was paid a discretionary bonus based on a subjective evaluation of her overall performance in areas outside those that can be objectively measured. The bonuses paid were as follows:
     
Alan B. Levan $809,278 
John E. Abdo $594,880 
Phil J. Bakes $229,250 
Maria R. Scheker $75,000 
In 2008, Messrs. Levan and Abdo have the potential to be awarded a bonus under the Company’s annual incentive and bonus program of up to 100% of their respective 2008 annual base salaries (including in the case of Mr. Levan, certain designated insurance reimbursements) based on the Company’s achievement of certain financial performance goals measured against relevant external performance indices. Mr. Bakes and Ms. Scheker will not be eligible to receive a bonus under the formula-based component of the Company’s 2008 annual incentive and bonus program but will be eligible to receive discretionary bonuses of up to 60% of their respective base salaries based on a subjective evaluation of their overall performance in areas outside those that can be objectively measured.
Long-Term Equity Incentive Compensation
The Company’s long-term equity incentive compensation program provides an opportunity for the Named Executive Officers, and the Company’s other executive officers, to increase their stake in the Company through grants of options to purchase shares of Class A Stock. This program encourages executive officers to focus on the Company’s long-term performance by aligning the executive officers’ interests with those of the Company’s shareholders, since the ultimate value of such compensation is directly dependent on the stock price. The Compensation Committee believes that providing the Named Executive Officers and others with opportunities to acquire an interest in the growth and prosperity of the Company through the grant of stock options enables the Company to attract and retain qualified and experienced executive officers and offer additional long-term incentives.
The Compensation Committee’s grant of stock options to the Named Executive Officers is discretionary based on an assessment of the individual’s contribution to the success and growth of the Company, subject in any event to the limitations set by the Company’s 2005 Stock Incentive Plan. Decisions by the Compensation Committee regarding grants of stock options to the Named Executive Officers are generally made based upon the


13

recommendation of the Chief Executive Officer (other than with respect to grants of stock options to the Chief Executive Officer), the level of the Named Executive Officer’s position with the Company, an evaluation of the Named Executive Officer’s past and expected future performance and the number of outstanding and previously granted stock options to the Named Executive Officer.
In 2007, with the exception of Mr. Gilbert, all of the Named Executive Officers were granted options to purchase shares of Class A Stock, with an exercise price equal to the market value of such stock on the date of grant, and which vest on the fifth anniversary of the date of grant. The Compensation Committee believes that such stock options serve as a significant aid in the retention of executive officers, since these stock option awards do not vest until five years after the grant date.
Internal Revenue Code Limits on Deductibility of Compensation
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 the corporation’s chief executive officer and four other most highly compensated executive officers as of the end of any fiscal year. 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 option grants or performance-based restricted stock awards and annual bonuses, to executive officers who may be subject to Section 162(m) in a manner that satisfies the statute’s requirements for full tax deductibility for the compensation. However, the Compensation Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet Section 162(m) standards when appropriate for the Company’s overall objectives, even if the Company may not deduct all of the compensation. The Company adopted its annual incentive and bonus program to provide for bonus payments based on objective standards as contemplated by Section 162(m). However, no assurance can be given that compensation paid by the Company in the future will satisfy the requirements for deductibility under Section 162(m).
Compensation Committee Report
The following Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Submitted by the Members of the Compensation Committee:
Earl Pertnoy, Chairman
D. Keith Cobb
Oscar Holzmann
Neil Sterling


14

SUMMARY COMPENSATION TABLE
 
The following table sets forth certain summary information with respect to the annualconcerning compensation paid or accrued by the Company, BankAtlantic Bancorp, BankAtlantic and Levitt, for services rendered by each of the Named Executive Officerswhich, during the fiscal years ended December 31, 20072009 and 2006.2008, the Company (including Woodbridge), BankAtlantic Bancorp (including BankAtlantic) 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, were the Company’s two most highly compensated executive officers during the fiscal year ended December 31, 2009. Messrs. Alan Levan, Abdo and Wise are sometimes hereinafter collectively referred to as the “Named Executive Officers.”
 
                                   
              Change in
    
              Pension Value
    
              and
    
              Nonqualified
    
            Non-equity
 Deferred
    
Name and Principal
         Option
 Incentive Plan
 Compensation
 All Other
  
Position
 Source(1) Year Salary($) Bonus($)(2) Awards($)(3) Compensation($)(4) Earnings($)(5) Compensation($)(6) Total($)
 
Alan B. Levan, BFC  2007   676,345   —   312,352   809,278   —   216,468   2,014,443 
Chairman of the BBX  2007   590,480   —   351,664   21,793   53,905   21,000   1,038,842 
Board, President Levitt  2007   400,400   6,708   372,409   —   —   1,500   781,017 
                                   
and Chief        1,667,225   6,708   1,036,405   831,071   53,905   238,968   3,834,282 
                                   
Executive Officer(7)                                  
  BFC  2006   648,983   466,891   268,817   —   —   270,460   1,655,151 
  BBX  2006   567,769   11,688   348,152   248,655   104,639   22,269   1,303,172 
  Levitt  2006   515,833   6,769   230,828   —   —   —   753,430 
                                   
         1,732,585   485,348   847,797   248,655   104,639   292,729   3,711,753 
                                   
                                   
John E. Abdo, BFC  2007   590,480   —   312,352   594,880   —   —   1,497,712 
Vice Chairman BBX  2007   415,140   —   234,443   15,240   25,849   21,675   712,347 
of the Board(7) Levitt  2007   487,988   8,175   505,193   —   —   303,181   1,304,537 
                                   
         1,493,608   8,175   1,051,988   610,120   25,849   324,856   3,514,596 
                                   
  BFC  2006   567,769   343,200   268,817   —   —   41,000   1,220,786 
  BBX  2006   385,585   8,170   232,101   172,174   47,221   29,484   874,735 
  Levitt  2006   628,672   9,582   333,573   —   —   291,244   1,263,071 
                                   
         1,582,026   360,952   834,491   172,174   47,221   361,728   3,358,592 
                                   
                                   
Phil J. Bakes, BFC  2007   375,760   —   90,624   229,250   —   20,277   715,911 
Managing Director BBX  2007   —   —   —   —   —   —   — 
and Executive Levitt  2007   —   —   —   —   —   —   — 
                                   
Vice President        375,760   —   90,624   229,250   —   20,277   715,911 
                                   
  BFC  2006   361,308   145,600   76,116   —   —   26,220   609,244 
  BBX  2006   —   —   —   —   —   —   — 
  Levitt  2006   —   —   —   —   —   —   — 
                                   
         361,308   145,600   76,116   —   —   26,220   609,244 
                                   
                                   
George P. Scanlon BFC  2007   131,250   —   4,201   —   —   —   135,451 
Former Executive BBX  2007   —   —   —   —   —   —   — 
Vice President and Levitt  2007   202,750   2,465   203,367   —   —   9,875   418,457 
                                   
Chief Financial        334,000   2,465   207,568   —   —   9,875   553,908 
                                   
Officer(9)                                  
                                   
Glen R. Gilbert BFC  2007   186,921   —   109,208       35,227   9,000   340,356 
Former Chief BBX  2007   —   —   —   —   —   —   — 
Financial Levitt  2007   —   —   —   —   —   —   — 
                                   
Officer(8)        186,921   —   109,208   —   35,227   9,000   340,356 
                                   
  BFC  2006   347,202   209,873   100,184   —   33,016   8,800   699,075 
  BBX  2006   —   —   —   —   —   —   — 
  Levitt  2006   —   —   —   —   —   —   — 
                                   
         347,202   209,873   100,184   —   33,016   8,800   699,075 
                                   
                                   
Maria R. Scheker BFC  2007   215,000   75,000   24,087   —   —   19,310   333,397 
Chief Accounting BBX  2007   —   —   —   —   —   —   — 
Officer(10) Levitt  2007   —   —   —   —   —   —   — 
                                   
         215,000   75,000   24,087   —   —   19,310   333,397 
                                   
                                       
                      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($)(3)  ($)(3)  ($)(6)  ($)(7)  ($)(8)  Total($) 
 
Alan B. Levan, BFC  2009   1,026,420   400,000       126,782(4)  —   —   258,550   1,811,752 
Chairman of the BBX  2009   540,859   377,511   —   —   901,111   73,151   26,450   1,919,082 
Board, President BXG  2009   —   —   —   —   —   —   —   — 
                                       
and Chief        1,567,279   777,511   —   126,782   901,111   73,151   285,000   3,730,834 
                                       
Executive Officer                                      
  BFC  2008   828,593   500,000   —   —   267,956   —   229,363   1,825,912 
  BBX  2008   541,828   —   —   —   283,055   20,934   21,771   867,588 
  BXG  2008   —   —   495,580(5)  370,700(5)  —   —   —   866,280 
                                       
         1,370,421   500,000   495,580   370,700   551,011   20,934   251,134   3,559,780 
                                       
John E. Abdo, BFC  2009   1,026,420   400,000       134,427(4)  —   —   307,740   1,868,587 
Vice Chairman BBX  2009   540,859   377,511   —   —   901,111   (8,274)  8,444   1,819,651 
of the Board BXG  2009   —   —   —   —   —   —   6,433   6,433 
                                       
         1,567,279   777,511   —   134,427   901,111   (8,274)  322,617   3,694,670 
                                       
  BFC  2008   811,957   500,000   —   —   223,219   —   307,740   1,842,916 
  BBX  2008   509,274   —   —   —   281,785   12,147   9,240   812,446 
  BXG  2008   —   —   495,580(5)  370,700(5)  —   —   5,634   871,914 
                                       
         1,321,231   500,000   495,580   370,700   505,004   12,147   322,614   3,527,276 
                                       
Seth M. Wise, BFC  2009   350,007   175,000   —   17,585(4)  —   —   17,000   559,592 
Executive BBX  2009   —   —   —   —   —   —   —   — 
Vice President(9) BXG  2009   —   —   —   —   —   —   —   — 
                                       
         350,007   175,000   —   17,585   —   —   17,000   559,592 
                                       
 
 
(1)Amounts identified as BFC represent amounts paid or accrued by the Company amountsand (i) from the period from January 1, 2008 through September 20, 2009, Woodbridge Holdings Corporation and (ii) from the period from September 21, 2009 through December 31, 2009, 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 and amountsBankAtlantic. Amounts identified as LevittBXG represent amounts paid or accrued by Levitt.Bluegreen.
(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)In accordance with a recent SEC rule amendment, amounts for stock and options awards reflect the aggregate grant date fair value of the awards rather than the dollar amount recognized for financial statement purposes for the fiscal year, as previously required.
(4)Represent option awards granted by the Company to the Named Executive Officers during 2009 and, with respect to Messrs. Alan Levan and Abdo, option awards previously granted by the Company which were re-priced during September 2009. Additional information regarding these option awards is set forth under “Option Grants and Re-Pricings — 2009” below. Assumptions used in the calculation of the grant date fair value of


15

(2)Amounts for 2007 represent discretionary cashthese option awards under Levitt’s Corporate Goal Bonus Plan and, for Ms. Scheker, a discretionary cash award under the Company’s 2007 annual incentive and bonus program. The Company’s 2007 annual incentive and bonus program is described in the section entitled “Compensation Discussion and Analysis” above.
(3)All options are to purchase shares of the respective company’s Class A common stock. The amounts for 2007 represent the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R), without taking into account an estimate of forfeitures related to service-based vesting of stock option grants, including amounts from awards granted prior to the 2007 fiscal year. Other than with respect to forfeitures, assumptions used in the calculation of these amounts are included in footnote 2428 to the Company’s auditedconsolidated financial statements for the fiscal year ended December 31, 2007 included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2009, filed with the Securities and ExchangeSEC Commission on March 17, 2008. ThereApril 13, 2010.
(5)Messrs. Levan and Abdo are not officers of Bluegreen; however, they serve as Chairman and Vice Chairman, respectively, of Bluegreen’s Board of Directors and have in the past and may in the future receive compensation from Bluegreen in consideration for their service in such capacities. During 2008, each of Messrs. Alan Levan and Abdo received options to acquire 50,000 shares of Bluegreen’s common stock at an exercise price of $9.31 per share, which options are scheduled to vest on May 21, 2013 and expire on May 21, 2018. During 2008, each of Messrs. Alan Levan and Abdo were no forfeitures duringalso granted 71,000 shares of restricted common stock of Bluegreen and options to purchase an additional 71,000 shares of Bluegreen’s common stock at an exercise price of $7.50 per share. These additional options and restricted shares are scheduled to vest on May 21, 2013 (and the 2007 fiscal year. Additional information regardingoptions are scheduled to expire on May 21, 2015); 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 awarded toand restricted shares will vest depending on both the Named Executive Officerstiming of thechange-in-control and the actual price for a share of Bluegreen’s common stock in 2007, includingthe transaction which results in thechange-in-control. Assumptions used in the calculation of the grant date fair value of suchthese stock options, is set forth underand option awards are included in footnote 1 to Bluegreen’s consolidated financial statements included in Bluegreen’s Annual Report onForm 10-K for the table entitled “Grants of Plan-Based Awards — 2007” below.year ended December 31, 2009, filed with the SEC on March 31, 2010.
 
(4)(6)RepresentsEach of the Company and BankAtlantic Bancorp have in place an annual incentive program, which is a cash bonus plan intended to promote high performance and achievement of certain corporate strategic goals and initiatives. The 2008 amounts of awardsrelating to the Company represent cash bonuses granted to the Named Executive Officerseach of Messrs. Alan Levan and Abdo under the formula-based component of the Company’s 20072008 annual incentive program based on the achievement of pre-established, objective individual and bonuscompany-wide annual financial performance goals. The 2009 amounts relating to BankAtlantic Bancorp represent cash bonuses paid to each of Messrs. Alan Levan and Abdo under the formula-based component of BankAtlantic Bancorp’s 2009 annual incentive plan as a result of the achievement of objectives related to reductions in core non-interest expense and targets for core earnings during the first three quarters of 2009 and for the year ended December 31, 2009. The 2008 amounts relating to BankAtlantic Bancorp represent (i) cash bonuses paid to each of Messrs. Alan Levan and Abdo under the formula-based component of BankAtlantic Bancorp’s 2008 annual incentive program as a result of the achievement during the first three quarters of 2008 of the quarterly financial performance objectives of such program related to core non-interest expense reductions and (ii) cash bonuses of $4,462 and $3,192 due Messrs. Alan Levan and Abdo, respectively, under BankAtlantic’sthe BankAtlantic Profit Sharing Plan. The Company’sStretch Plan with respect to the fourth quarter of 2007, annual incentivebut paid to Messrs. Alan Levan and bonus program is described inAbdo during the section entitled “Compensation Discussion and Analysis” above. Additional information regarding the Executive Retirement Plan is set forth under the sections entitled “Pension Benefits — 2007” and “Potential Payments Upon Termination orChange-in-Control” below.first quarter of 2008.
 
(5)(7)Represents the increase (decrease) in the actuarial present value of accumulated benefits under the Retirement Plan for Employees of BankAtlantic (the “BankAtlantic Retirement Plan”) and the Executive Retirement Plan for Glen Gilbert (the “Executive Retirement Plan”). Additional information regarding the BankAtlantic Retirement Plan is set forth in the narrative accompanying the table entitled “Pension Benefits — 2007” below. Additional information regarding the Executive Retirement Plan is set forth under the sections entitled “Pension Benefits — 2007” and “Potential Payments Upon Termination orChange-in-Control”2009” below.


16

(6)(8)Items included under “All Other Compensation” for 2009 for each of the Named Executive Officers for the year ended December 31, 2007 are set forth in the table below:
 
                         
  Levan Abdo Bakes Scanlon Gilbert Scheker
 
BFC
                        
Perquisites and other benefits $72,546  $—  $20,277  $—  $—  $— 
Amounts paid for life and disability insurance premiums  127,893   —   —   —   —   — 
Amount paid for automobile expenses  16,029   —   —   —   —   10,660 
Contributions to the Company’s retirement and 401(k) plans  —   —   —   —   9,000   8,650 
                         
All Other Compensation $216,468  $—  $20,277  $—  $9,000  $19,310 
                         
BankAtlantic Bancorp
                        
Perquisites and other benefits $1,523  $—  $—  $—  $—  $— 
Insurance premiums  10,437   —   —   —   —   — 
Contributions to BBX retirement and 401(k) plans  9,000   9,000   —   —   —   — 
Dividends on restricted stock, REIT shares  40   40   —   —   —   — 
Payment for service as trustee of the BBX pension plan  —   5,250   —   —   —   — 
Auto allowance  —   7,385   —   —   —   — 
                         
All Other Compensation $21,000  $21,675  $—  $—  $—  $— 
                         


16

                         
  Levan Abdo Bakes Scanlon Gilbert Scheker
 
Levitt
                        
Insurance premiums $1,500  $1,500  $—  $875  $—  $— 
Contributions to Levitt retirement and 401(k) plans  —   —   —   9,000   —   — 
Management fees paid to Abdo Companies, Inc.   —   301,681   —   —   —   — 
                         
All Other Compensation $1,500  $303,181  $—  $9,875  $—  $— 
                         
             
  Levan  Abdo  Wise 
 
BFC
            
Perquisites and other benefits $106,171  $—  $— 
Amounts paid for life and disability insurance premiums  135,567   —   — 
Amounts paid for other insurance premiums  1,500   1,500   — 
Contributions to 401(k) plan  —   —   9,800 
Management fees paid to Abdo Companies, Inc.   —   306,240   — 
Amounts paid for automobile expenses  15,312   —   7,200 
             
All other compensation $258,550  $307,740  $17,000 
             
BBX
            
Perquisites and other benefits $7,155  $1,747  $— 
Amounts paid for insurance premiums  14,262   —   — 
Contributions to retirement and 401(k) plans  4,993   6,657   — 
Dividends on restricted stock, REIT shares  40   40   — 
             
All other compensation $26,450  $8,444  $— 
             
BXG
            
             
Perquisites and other benefits $—  $6,433  $— 
             
 
Amounts included under “BankAtlantic Bancorp — Insurance premiums” for the year ended December 31, 2007 in the table above were paid in connection with the BankAtlantic Split-Dollar Life Insurance Plan (the “BankAtlantic Split-Dollar Plan”). Additional information regarding the BankAtlantic Split-Dollar Plan is set forth in the narrative accompanying the table entitled “Pension Benefits — 2007” below.
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 2009 by each of Messrs.Mr. Alan Levan and Bakes from the Company related to theirhis personal use of the Company’s tickets to entertainment and sporting events.
 
Mr. Abdo is the principal shareholder and chief executive officerChief Executive Officer of Abdo Companies, Inc.
 
(7)Each of Messrs. Levan and Abdo also received non-qualified options to acquire 50,000 shares of Bluegreen common stock during 2007 at an exercise price of $11.98. The options vest on the fifth anniversary of the grant date and have a ten year term. The grant date fair value of the options computed in accordance with FAS 123(R) was $558,000.
(8)Effective March 29, 2007, Mr. Gilbert retired from his executive positions with the Company. Mr. Gilbert continues to serve the Company in a non-executive position.
(9)Mr. ScanlonWise was appointed to serve as Executive Vice President and Chief Financial Officer of the Company effective April 2, 2007, and resigned from such positions, effective January 11, 2008.
(10)Ms. Schekerduring September 2009 in connection with the consummation of the Woodbridge Merger. Because Mr. Wise was appointed Chief Accounting Officernot a named executive officer of the Company effective April 2, 2007.for 2008, no compensation information with respect to Mr. Wise is provided for 2008.
 
GRANTS OF PLAN-BASED AWARDSOption Grants and Re-Pricings — 20072009
 
On September 21, 2009, the Company granted options to purchase an aggregate of 753,254 shares of the Company’s Class A Stock principally to Woodbridge’s directors, executive officers and employees, including Messrs. Alan Levan, Abdo and Wise who received options to purchase 152,680 shares, 187,380 shares and 79,824 shares of the Company’s Class A Stock, respectively. The following table sets forth certain information concerning awardsoptions 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 beginning on September 21, 2010.
In addition, on September 21, 2009, options to purchase an aggregate of approximately 1,800,000 shares of the Company’s common stock, which were previously granted to and currently held by the CompanyCompany’s directors and employees, were re-priced 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). The Compensation Committee approved the re-pricing based on its review of the Company’s outstanding stock options and a presentation by Mercer. Prior to the Named Executive Officers pursuantre-pricing, the Company disclosed that the Compensation Committee intended to review the terms of outstanding options with a view to re-pricing the options because, given the trading price of the Company’s non-equitycommon stock and equity incentive plansin light of adverse economic conditions, the Compensation Committee believed that the previously granted awards no longer provided appropriate incentives to optionholders. Included in the fiscal year ended December 31, 2007.re-priced options were options to purchase an aggregate of 529,329 shares held by each of Messrs. Alan Levan and Abdo, which 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 previously granted stock options.
                                 
              All Other
  All Other
       
              Stock
  Option
       
              Awards:
  Awards:
       
     Estimated Possible Payouts
  Number of
  Number of
  Exercise or
  Grant Date
 
     Under Non-Equity Incentive
  Shares of
  Securities
  Base Price
  Fair Value of
 
     Plan Awards(1)  Stock
  Underlying
  of Option
  Equity
 
     Threshold
  Target
  Maximum
  or Units
  Options(2)
  Awards
  Awards(3)
 
Name
 Grant Date  ($)  ($)  ($)  (#)  (#)  ($/sh)  ($) 
 
Alan B. Levan  3/26/2007   —   —   809,278   N/A   N/A   N/A   N/A 
   6/4/2007   N/A   N/A   N/A   —   75,000   4.44   182,018 
John E. Abdo  3/26/2007   —   —   594,880   N/A   N/A   N/A   N/A 
   6/4/2007   N/A   N/A   N/A   —   75,000   4.44   182,018 
Phil J. Bakes  3/26/2007   —   —   229,250   N/A   N/A   N/A   N/A 
   6/4/2007   N/A   N/A   N/A   —   25,000   4.44   60,673 
George P. Scanlon  6/4/2007   N/A   N/A   N/A   —   15,000   4.44   36,404 
Glen R. Gilbert  6/4/2007   N/A   N/A   N/A   —   —   —   — 
Maria R. Scheker(4)  6/4/2007   N/A   N/A   N/A   —   11,000   4.44   26,696 
(1)Represents the estimated possible payouts of cash awards under the formula-based component of the Company’s 2007 annual incentive and bonus program which is tied to financial performance goals. Actual cash awards granted under the formula-based component of the Company’s 2007 annual incentive and bonus


17

program are included under “Non-equity Incentive Plan Compensation” in the “Summary Compensation Table” above. The Company’s 2007 annual incentive and bonus program is described in the section entitled “Compensation Discussion and Analysis” above.
(2)All options are to purchase shares of Class A Stock, were granted under the Company’s 2005 Stock Incentive Plan, vest on the fifth anniversary of the grant date and expire on the tenth anniversary of the grant date.
(3)Represents the grant date fair value computed in accordance with FAS 123(R).
(4)Ms. Scheker was not eligible to receive a cash award under the formula-based component of the Company’s 2007 annual incentive and bonus program, but was granted a cash award of $75,000 under the discretionary component of the Company’s 2007 annual incentive and bonus program based on a subjective evaluation of her overall performance in areas outside those that can be objectively measured. This cash award is included in the “Bonus” column of the “Summary Compensation Table” above.
The following table sets forth information concerning awards granted by BankAtlantic Bancorp to the Named Executive Officers pursuant to BankAtlantic Bancorp’s non-equity and equity incentive plans in the fiscal year ended December 31, 2007.
                                             
                All Other
 All Other
   Grant
                Stock
 Option
 Exercise
 Date
                Awards:
 Awards:
 or Base
 Fair
    Estimated Possible Payouts Under
 Estimated Future Payouts
 Number of
 Number of
 Price of
 Value of
    Non-Equity Incentive Plan
 Under Equity Incentive Plan
 Shares of
 Securities
 Option
 Stock and
    Awards(1) Awards Stock or
 Underlying
 Awards
 Option
Name
 Grant Date Threshold Target Maximum Threshold Target Maximum Units Options(2) ($/Sh) Awards(3)
 
Alan B. Levan  6/5/2007   0  $594,880  $1,189,760   N/A   N/A   N/A   0   60,000  $9.38  $197,460 
John E. Abdo  6/5/2007   0   425,600   851,200   N/A   N/A   N/A   0   40,000   9.38   131,640 
(1)Represents the estimated possible payouts of cash awards under the formula-based component of BankAtlantic Bancorp’s annual incentive plan which is tied to financial performance goals. Because the threshold objective was not achieved during 2007, no cash awards were made under BankAtlantic Bancorp’s annual incentive program for 2007.
(2)All options are to purchase shares of BankAtlantic Bancorp Class A common stock, were granted under BankAtlantic Bancorp’s 2005 Restricted Stock and Option Plan and vest on the fifth anniversary of the date of grant.
(3)Represents the grant date fair value computed in accordance with FAS 123(R).
The following table sets forth certain information concerning awards granted by Levitt to the Named Executive Officers pursuant to Levitt’s non-equity and equity incentive plans in the fiscal year ended December 31, 2007.
                                 
              All Other
  All Other
       
              Stock
  Option
     Grant Date
 
              Awards:
  Awards:
  Exercise or
  Fair Value
 
     Estimated Possible Payouts
  Number of
  Number of
  Base Price
  of Stock
 
     Under Non-Equity Incentive
  Shares of
  Securities
  of Option
  and
 
     Plan Awards(1)  Stock or
  Underlying
  Awards
  Option
 
Name
 Grant Date  Threshold  Target  Maximum  Units  Options(2)  ($/Sh)  Awards(3) 
 
Alan B. Levan  6/18/07   N/A   N/A   N/A   0   60,000  $9.16  $303,300 
John E. Abdo  6/18/07   N/A   N/A   N/A   0   60,000   9.16   303,300 
George P. Scanlon(4)  6/18/07   N/A   N/A   N/A   0   25,000   9.16   126,375 
(1)No objective financial criteria were set under Levitt’s 2007 annual incentive and bonus program. Accordingly, none of Messrs. Levan, Abdo or Scanlon received any payments under the formula-based components of Levitt’s 2007 annual incentive and bonus program. Additionally, none of them received any discretionary payments under such plan.
(2)All options are to purchase shares of Levitt Class A common stock, were granted under Levitt’s Amended and Restated 2003 Stock Incentive Plan and vest on the fifth anniversary of the date of grant.
(3)Represents the grant date fair value computed in accordance with FAS 123(R).
(4)All of Mr. Scanlon’s unvested options to purchase shares of Levitt Class A common stock were forfeited in connection with his resignation as Executive Vice President and Chief Financial Officer of Levitt, effective January 11, 2008.


18

 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOutstanding Equity Awards at Fiscal Year-End — 20072009
 
The following table sets forth certain information regarding equity-based awards of the Company held by the Named Executive Officers as of December 31, 2007.2009.
 
                     
  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)(5)  N/A  $1.84   2/7/2013 
   —   93,750  (1)(8)      8.40   7/28/2014 
   —   75,000  (2)(9)      8.92   7/11/2015 
   —   75,000  (2)(10)      6.36   6/5/2016 
   —   75,000  (2)(11)      4.44   6/4/2017 
                     
                     
John E. Abdo  —   210,579  (1)(5)  N/A   1.84   2/7/2013 
   —   93,750  (1)(8)      8.40   7/28/2014 
   —   75,000  (2)(9)      8.92   7/11/2015 
   —   75,000  (2)(10)      6.36   6/5/2016 
   —   75,000  (2)(11)      4.44   6/4/2017 
                     
                     
Phil Bakes  —   29,301  (1)(6)  N/A   7.68   1/5/2014 
   —   12,500  (1)(8)      8.40   7/28/2014 
   —   25,000  (2)(9)      8.92   7/11/2015 
   —   25,000  (2)(10)      6.36   6/5/2016 
   —   25,000  (2)(11)      4.44   6/4/2017 
                     
                     
George P. Scanlon  —   15,000  (2)(11)(12)      4.44   6/4/2017 
                     
                     
Glen R. Gilbert  84,230  (1)(3)  —   N/A   3.68   1/13/2008 
   6,191  (1)(4)  —       2.14   4/6/2009 
   —   56,159  (1)(5)      1.84   2/7/2013 
   —   37,501  (1)(8)      8.40   7/28/2014 
   —   30,000  (2)(9)      8.92   7/11/2015 
   —   30,000  (2)(10)      6.36   6/5/2016 
                     
                     
Maria R. Scheker  21,060  (1)(3)  —   N/A   3.68   1/13/2008 
   —   7,022  (1)(5)      1.84   2/7/2013 
   —   3,125  (1)(7)      8.40   10/4/2014 
   —   10,000  (2)(9)      8.92   7/11/2015 
   —   10,000  (2)(10)      6.36   6/5/2016 
   —   11,000  (2)(11)      4.44   6/4/2017 
                     
  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 
   —   75,000(2)(5)     $0.41(9)  7/11/2015 
   —   75,000(2)(6)     $0.41(9)  6/5/2016 
   —   75,000(2)(7)     $0.41(9)  6/4/2017 
       152,680(2)(8)     $0.41   9/21/2014 
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 
   —   75,000(2)(5)     $0.41(9)  7/11/2015 
   —   75,000(2)(6)     $0.41(9)  6/5/2016 
   —   75,000(2)(7)     $0.41(9)  6/4/2017 
       187,380(2)(8)     $0.41   9/21/2014 
Seth M. Wise  —   79,824(2)(8)     $0.41   9/21/2014 
 
 
(1)Represents options to purchase shares of BFCthe Company’s Class B Stock.
 
(2)Represents options to purchase shares of BFCthe Company’s Class A Stock.
 
(3)Vested on January 13, 2003 and expired on January 13,February 7, 2008.
 
(4)Vested on April 6, 2004.


19

(5)These options vested on February 7, 2008, but they are included as unexercisable options because they were not exercisable as of December 31, 2007. As a result of their vesting on February 7, 2008, these options are currently exercisable.
(6)Vests on January 5, 2009.
(7)Vests on October 4, 2009.
(8)Vests on July 28, 2009.
 
(9)(5)VestsVested on July 11, 2010. Options were unexercisable at December 31, 2009.
 
(10)(6)Vests on June 5, 2011.
 
(11)(7)Vests on June 4, 2012.
 
(12)(8)ForfeitedVests in four equal annual installments. The first installment vested on January 11, 2008 in connection with Mr. Scanlon’s resignation, effective as of that date, as Executive Vice President and Chief Financial OfficerSeptember 21, 2010. None of the Company.options were exercisable at December 31, 2009.
(9)As described above, 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).


18

 
The following table sets forth certain information regarding equity-based awards of BankAtlantic Bancorp held by the Named Executive OfficersMessrs. Alan Levan and Abdo as of December 31, 2007.2009. Mr. Wise does not currently hold, and as of December 31, 2009 did not hold, any equity-based awards of BankAtlantic Bancorp.
 
                                        
 Option Awards  Option Awards(1)
     Equity
          Equity
    
     Incentive
          Incentive
    
     Plan Awards:
          Plan Awards:
    
 Number of
 Number of
 Number of
      Number of
 Number of
 Number of
    
 Securities
 Securities
 Securities
      Securities
 Securities
 Securities
    
 Underlying
 Underlying
 Underlying
      Underlying
 Underlying
 Underlying
    
 Unexercised
 Unexercised
 Unexercised
 Option
 Option
  Unexercised
 Unexercised
 Unexercised
 Option
 Option
 Options(1)
 Options(1)
 Unearned
 Exercise
 Expiration
  Options
 Options
 Unearned
 Exercise
 Expiration
Name
 Exercisable Unexercisable Options Price Date  Exercisable Unexercisable Options Price Date
Alan B. Levan  78,377  (2)  N/A   N/A  $8.56   3/4/2012   15,676(2)     N/A  $42.79   3/4/2012 
      78,377  (3)     $7.41   3/31/2013   15,676(3)       $37.05   3/31/2013 
      60,000  (4)     $18.20   7/5/2014   12,000(4)       $91.00   7/5/2014 
      60,000  (5)     $19.02   7/11/2015      12,000(5)    $95.10   7/11/2015 
      60,000  (6)     $14.81   7/10/2016      12,000(6)    $74.05   7/10/2016 
      60,000  (7)     $9.38   6/4/2017      12,000(7)    $46.90   6/4/2017 
 
                    
John E. Abdo  52,251  (2)      N/A  $8.56   3/4/2012   10,451(2)     N/A  $42.79   3/4/2012 
      52,251  (3)     $7.41   3/31/2013   10,451(3)       $37.05   3/31/2013 
      40,000  (4)     $18.20   7/5/2014   8,000(4)       $91.00   7/5/2014 
      40,000  (5)     $19.02   7/11/2015      8,000(5)    $95.10   7/11/2015 
      40,000  (6)     $14.81   7/10/2016      8,000(6)    $74.05   7/10/2016 
      40,000  (7)     $9.38   6/4/2017      8,000(7)    $46.90   6/4/2017 
 
 
(1)All options are to purchase shares of BankAtlantic BancorpBancorp’s Class A common stock.Common Stock.
 
(2)Vested on March 4, 2007.
 
(3)These options vestedVested on March 31, 2008, but they are included as unexercisable options because they were not exercisable as of December 31, 2007. As a result of their vesting on March 31, 2008, these options are currently exercisable.2008.
 
(4)VestsVested on July 6, 2009.
 
(5)VestsVested on July 12, 2010. Options were unexercisable at December 31, 2009.
 
(6)Vests on July 11, 2011.
 
(7)Vests on June 5, 2012.


2019

 
The following table sets forth certain information regarding equity-based awards of LevittBluegreen held by the Named Executive OfficersMessrs. Alan Levan and Abdo as of December 31, 2007.2009. Mr. Wise does not currently hold, and as of December 31, 2009 did not hold, any equity-based awards of Bluegreen.
 
                                    
 Option Awards Stock Awards
                 Equity
               Equity
 Incentive
               Incentive
 Plan
                                   Plan
 Awards:
 Option Awards     Equity
         Awards:
 Market or
     Equity
         Incentive
         Number of
 Payout
     Incentive
         Plan
         Unearned
 Value of
     Plan Awards:
         Awards:
       Market
 Shares,
 Unearned
 Number of
 Number of
 Number of
     Number of
 Number of
 Number of
     Number of
 Value of
 Units or
 Shares,
 Securities
 Securities
 Securities
     Securities
 Securities
 Securities
     Shares or
 Shares or
 Other
 Units or
 Underlying
 Underlying
 Underlying
     Underlying
 Underlying
 Underlying
     Units of
 Units of
 Rights
 Other
 Unexercised
 Unexercised
 Unexercised
 Option
 Option
 Unexercised
 Unexercised
 Unexercised
 Option
 Option
 Stock That
 Stock That
 That
 Rights That
 Options
 Options
 Unearned
 Exercise
 Expiration
 Options
 Options
 Unearned
 Exercise
 Expiration
 Have Not
 Have Not
 Have Not
 Have Not
Name
 Exercisable Unexercisable(1) Options Price Date Exercisable Unexercisable Options Price Date Vested Vested Vested Vested
Alan B. Levan     60,000  (2)  N/A  $20.15   1/2/2014   50,000(1)  —   —  $18.36   7/20/2015   —   —   —   — 
     40,000  (3)     32.13   7/22/2015   —   50,000(2)  —  $12.07   7/19/2016   —   —   —   — 
     60,000  (4)     13.06   7/24/2016   —   50,000(3)  —  $11.98   7/18/2017   —   —   —   — 
     60,000  (6)     9.16   6/18/2017   —   71,000(4)  —  $7.50   5/21/2015   —   —   —   — 
   —   50,000(5)  —  $9.31   5/21/2018   —   —   —   — 
                 —   —   —   —   —   71,000(4) $171,820   —   — 
John E. Abdo     90,000  (2)  N/A   20.15   1/2/2014   50,000(1)  —   —  $18.36   7/20/2015   —   —   —   — 
     60,000  (3)     32.13   7/22/2015   —   50,000(2)  —  $12.07   7/19/2016   —   —   —   — 
     60,000  (4)     13.06   7/24/2016   —   50,000(3)  —  $11.98   7/18/2017   —   —   —   — 
     60,000  (6)     9.16   6/18/2017   —   71,000(4)  —  $7.50   5/21/2015   —   —   —   — 
   —   50,000(5)  —  $9.31   5/21/2018   —   —   —   — 
                 —   —   —   —      71,000(4) $171,820   —   — 
George P. Scanlon     25,000  (5)(7)  N/A   23.40   8/23/2014 
     30,000  (3)(7)     32.13   7/22/2015 
     30,000  (4)(7)     13.06   7/24/2016 
     25,000  (6)(7)     9.16   6/18/2017 
 
 
(1)Represents options to purchase shares of Levitt Class A common stock.Vested on July 20, 2005.
 
(2)Vests on January 2, 2009.July 19, 2011.
 
(3)Vests on July 22, 2010.18, 2012.
 
(4)VestsScheduled to vest on July 24, 2011.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 August 23, 2009.
(6)Vests on June 18, 2012.
(7)Forfeited on January 11, 2008 in connection with Mr. Scanlon’s resignation, effective as of that date, as Executive Vice President and Chief Financial Officer of Levitt.May 21, 2013.


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OPTION EXERCISES AND STOCK VESTEDPension Benefits — 2007
There were no exercises of options to purchase shares of the Company’s, BankAtlantic Bancorp’s or Levitt’s common stock by the Named Executive Officers during the fiscal year ended December 31, 2007.
PENSION BENEFITS — 20072009
 
The following table sets forth certain information with respect to accumulated benefits as of December 31, 2007 under any Company plan that provides for payments or other benefits to the Named Executive Officers at, following, or in connection with, retirement.
           
    Present Value
    
    of Accumulated
  Payments During
 
Name
 Plan Name Benefit(1)  Last Fiscal Year 
 
Alan B. Levan N/A  N/A   N/A 
John E. Abdo N/A  N/A   N/A 
Phil Bakes N/A  N/A   N/A 
George Scanlon N/A  N/A   N/A 
Glen R. Gilbert Executive Retirement Plan(2) $561,225  $0 
Maria R. Scheker N/A  N/A   N/A 
(1)Assumptions used in the calculation of the amounts for Mr. Gilbert are included in footnote 25 to the Company’s audited financial statements for the fiscal year ended December 31, 2007 included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 17, 2008.
(2)Information regarding the Executive Retirement Plan is set forth under “Potential Payments upon Termination orChange-in-Control” below.
The following table sets forth certain information with respect to accumulated benefits as of December 31, 20072009 under any BankAtlantic Bancorp plan that provides for payments or other benefits to the Named Executive OfficersMessrs. Alan Levan and Abdo at, following, or in connection with, retirement. Mr. Wise is not entitled to receive any payment or other benefit at, following, or in connection with, retirement under any BankAtlantic Bancorp plan.
 
                                
     Present Value
       Present Value
  
   Number of Years
 of Accumulated
 Payments During
   Number of Years
 of Accumulated
 Payments During
Name
 Plan Name Credited Service Benefit(1) Last Fiscal Year Plan Name Credited Service Benefit(1) Last Fiscal Year
Alan B. Levan  Retirement Plan for Employees of BankAtlantic   27  $1,469,500  $0   Retirement Plan for Employees of BankAtlantic   26  $1,061,527  $0 
John E. Abdo  Retirement Plan for Employees of BankAtlantic   15   651,522   0   Retirement Plan for Employees of BankAtlantic   14   441,236   0 
 
 
(1)Assumptions used in the calculation of these amounts are included in footnote 19 to BankAtlantic Bancorp’s auditedconsolidated financial statements for the fiscal year ended December 31, 2007 included in BankAtlantic Bancorp’s Annual Report onForm 10-K for the year ended December 31, 2009, filed with the Securities and Exchange CommissionSEC on March 17, 2008,19, 2010, except that retirement age was assumed to be 65, the normal retirement age as defined in the BankAtlantic Retirement Plan.


20

 
BankAtlantic Retirement Plan
 
Messrs. Alan B. Levan and John E. Abdo are participants in the BankAtlantic Retirement Plan, which is a defined benefit plan. Effective December 1,31, 1998, BankAtlantic Bancorp froze the benefits under the BankAtlantic Retirement Plan. Participants who were employed 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. Other than Messrs. Levan and Abdo, none of the other Named Executive Officers are participants in the BankAtlantic Retirement Plan. 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.


22

As a result of the freezing of future benefit accruals, the amount of the monthly payments is based generally upon two factors: (1)(i) the employee’s average regular monthly compensation for the five consecutive years out of the last ten years ended December 31, 1998, or prior retirement, death or disability, that produces the highest average monthly rate of regular compensationcompensation; and (2)(ii) the employee’s years of service with BankAtlantic at December 31, 1998. 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.
 
In 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 Code.Internal Revenue Code (the “Code”). This was done because of a change in the Code that operated to restrict the amount of the executive’s compensation that may be taken into account for planBankAtlantic Retirement Plan purposes, regardless of the executive’s actual compensation. The intent of the supplemental benefit, when added to the regular planBankAtlantic 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 approximate targeted percentage of pre-retirement compensation for which Mr. Alan Levan will be eligible under the BankAtlantic Retirement Plan as a result of the supplemental benefit at age 65 is 33%. Other than Mr. Levan, none of the other Named Executive Officers areAbdo is not entitled to the supplemental benefit. 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 plan’sBankAtlantic Retirement Plan’s supplemental benefit, fell short of the benefit that Mr. Levanhe would have received under the planBankAtlantic Retirement Plan absent the Code limits, BankAtlantic adopted the BankAtlantic Split-Dollar Life Insurance Plan an employee benefit plan(the “BankAtlantic Split-Dollar Plan”) described below.
 
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. Levan and BankAtlantic will make premium payments for this policy.Alan Levan. The policyPolicy is anticipated to accumulate significant 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 BankAtlantic and Mr. Alan Levan, Mr. Alan Levan owns the insurance policy,Policy, but BankAtlantic agreed to make premium payments for the Policy until Mr. Alan Levan reached the retirement age of 65 or his death, if earlier (the “triggering event”). Pursuant to the agreement, following the triggering event, BankAtlantic is entitled to be reimbursed for the amount of all premiums previously paid by it for the Policy. As


21

Mr. Levan reached the retirement age of 65 during September 2009, BankAtlantic will be reimbursed for the amount of premiums that BankAtlantic payspreviously paid by it for such policy upon the earlier of his retirement or death.Policy (which totaled $3,367,410 in the aggregate) and will no longer make premium payments for the Policy. The portion of the amount paid in prior years attributable to the 20072009 premium for the insurance policyPolicy that is considered compensation to Mr. Alan Levan is included under “All Other Compensation” in the row entitled “BBX” in the “Summary Compensation Table” above. The BankAtlantic Split-Dollar Plan was not included in the freezing of the BankAtlantic Retirement Plan, and BankAtlantic has continued to makemade premium payments for the insurance policy since 1998.Policy from 1998 through 2009.
 
POTENTIAL PAYMENTS UPON TERMINATION ORCHANGE-IN-CONTROL
In September 2005, the Company entered into the Executive Retirement Plan with Mr. Gilbert, who, at that time, served as the Company’s Chief Financial Officer. Under the Executive Retirement Plan, the Company agreed to pay Mr. Gilbert a monthly retirement benefit of $5,672 beginning January 1, 2010, regardless of his actual retirement date. The monthly payments will continue through Mr. Gilbert’s life, or if he dies before receiving 120 monthly payments, until such time as at least 120 monthly payments have been made to Mr. Gilbert and his beneficiaries. However, as permitted by the Executive Retirement Plan, Mr. Gilbert may elect to choose an available actuarially equivalent form of payment. The Company’s obligation under the Executive Retirement Plan is


23

unfunded. Based on an aggregate retirement benefit payment of $980,296, in September 2005, the Company recorded the present value of the retirement benefit payment in the amount of $482,444. The Company will recognize monthly the amortization of interest on the retirement benefit as compensation expense. Effective March 29, 2007, Mr. Gilbert retired from his executive positions with the Company. He continues to serve the Company in a non-executive position. Additional information related to the Executive Retirement Plan is discussed in footnote 25 to the Company’s audited financial statements for the fiscal year ended December 31, 2007 included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 17, 2008.
In connection with Mr. Scanlon’s resignation as the Company’s Executive Vice President and Chief Financial Officer, effective January 11, 2008, the Company entered into an agreement with Mr. Scanlon. Under this agreement, Mr. Scanlon agreed to provide certain services to the Company through December 31, 2008, and the Company agreed to pay an aggregate of $170,000 and provide certain benefits to Mr. Scanlon over the period.
Compensation of DirectorsCOMPENSATION OF DIRECTORS
 
The Compensation Committee recommends director compensation to the Board based on factors it considers appropriate and based on the recommendations of management. In 2007,Previously, each non-employee director of the Company who was not also an employee of the Company, BankAtlantic Bancorp, BankAtlantic or Bluegreen (each, a “non-employee director”) received compensation valued at $100,000 annually for service on the Board of Directors, payable in cash, restricted stock or non-qualified stock options, in such combinations as the director elected, provided that no more than $50,000 was payable in cash. Effective July 1, 2009, the Compensation Committee approved a change to the Company’s director compensation policy. As a result of the change, each non-employee director currently receives an annual cash retainer of $70,000 annually for his service on the Board of Directors. In 2007,addition to compensation for their service on the Board of Directors, the Company pays compensation to directors for their service on the Board’s committees. This compensation was not affected by the change in Board service compensation described above is currently comprised of the following. The Chairman of the Audit Committee receives an annual cash retainer of $15,000. All other members of the Audit Committee other than its Chairman, received anreceive annual cash amountretainers of $10,000. The Chairman of the AuditCompensation Committee, received an annual cash amount of $15,000 during 2007. The Chairman of 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, each received $3,500 during 2007. The restricted stockNominating/Corporate Governance Committee and stock options are granted in Class A Stock under the Company’s 2005 Stock Incentive Plan. Restricted stock vests monthly over the12-month service period and stock options are fully vested on the date of grant, have a ten-year term and have an exercise price equal to the closing market price of the Class A Stock on the date of grant. The number of stock options and restricted stock granted is determined by the Company based on assumptions and formulas typically used to value these types of securities. For 2007, the Company paid, in the aggregate, $200,000 in cash, granted 22,522 shares of restricted Class A Stock and granted non-qualified stock options to purchase 50,296 shares of Class A Stock to its non-employee directors. Directors who are also officers of the Company or its subsidiariesInvestment Committee do not currently receive additional compensation for their service on those committees. Additionally, during 2009, Jarett S. Levan, who was appointed to the Company’s Board of Directors during September 2009, received $12,500 from the Company for his services on its behalf. This amount is included in the column entitled “All Other Compensation” in the “Director Compensation — 2009” table below. Mr. Jarett Levan is the President of BankAtlantic Bancorp and the Chief Executive Officer and President of BankAtlantic and, accordingly, is not a non-employee director.
In addition to the cash payments described above, during 2009, the Company granted to its non-employee directors options to purchase an aggregate of 215,118 shares 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 directors.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 beginning on September 21, 2010. Further, on September 21, 2009, options held by Messrs. Holzmann, Cobb and Sterling to purchase an aggregate of 349,276 shares of the Company’s Class A Stock at exercise prices ranging from $0.83 per share to $8.40 per share were re-priced 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). Additional information regarding these option re-pricings is included in the section entitled “Option Grants and Re-Pricings — 2009” above.


22

 
DIRECTOR COMPENSATION TABLEDirector Compensation Table — 20072009
 
The following table sets forth, for the fiscal year ended December 31, 2009, certain information regarding the compensation paid to the Company’s non-employee directors (other than the Named Executive Officers who did not separately receive any compensation for their service duringon the fiscal year ended December 31, 2007.Board of Directors):
 
                             
              Change in
       
              Pension Value
       
  Fees
           and Nonqualified
       
  Earned
  Stock
     Non-Equity
  Deferred
       
  or Paid
  Awards
  Option
  Incentive Plan
  Compensation
  All Other
    
Name
 in Cash($)  (1)($)  Awards (2)($)  Compensation($)  Earnings($)  Compensation($)  Total($) 
 
D. Keith Cobb  60,000   54,164   —   —   —   —   114,164 
Oscar Holzmann  65,000   24,998   50,000   —   —   —   139,998 
Earl Pertnoy  63,500   54,164   —   —   —   —   117,664 
Neil Sterling  63,500   24,998   50,000   —   —   —   138,498 
                             
              Change in
       
              Pension Value
       
  Fees
           and Nonqualified
       
  Earned
        Non-Equity
  Deferred
       
  or Paid
  Stock
  Option
  Incentive Plan
  Compensation
  All Other
    
  in Cash($)  Awards($)  Awards(1)(2)($)  Compensation($)  Earnings($)  Compensation($)  Total($) 
 
James Blosser (3)  18,375   —   14,660   —   —   —   33,035 
D. Keith Cobb (4)  68,375   —   1,296   —   —   —   69,671 
Darwin Dornbush (3)  17,500   —   3,277   —   —   —   20,777 
Oscar Holzmann  73,750   —   15,912   —   —   —   89,662 
Jarett S. Levan  —   —   —   —   —   12,500   12,500 
Alan J. Levy (3)  17,500   —   2,110   —   —   —   19,610 
Joel Levy (3)  21,250   —   8,743   —   —   —   29,993 
William Nicholson (3)  20,000   —   14,398   —   —   —   34,398 
William R. Scherer (3)  17,500   —   4,203   —   —   —   21,703 
Neil Sterling  71,000   —   15,912   —   —   —   86,912 
Earl Pertnoy (5)  5,292   —   3,181   —   —   —   8,473 
 
 
(1)All restricted stock awards are in sharesAmounts represent the aggregate of Class A Stock. The dollar amount represents the compensation recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R), including amounts from awards granted prior to 2007. There were no forfeitures during 2007. The grant date fair value computed in accordance with FAS 123(R)of option awards which were granted during 2009 and the incremental value of the restricted stockoption awards granted towhich were re-priced during 2009, in each of Messrs. Cobb and Pertnoy during 2007 was $49,999. Messrs. Holzmann and Sterling did not receive restricted stock awards during 2007.


24

(2)All options are to purchase shares of Class A Stock, and all options vested fullycase as of the date of grant. The dollar amount represents the compensation recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R), without taking into account an estimate of forfeitures related to service-based vesting of stock option grants.described above. Assumptions used in the calculation of these amounts are included in footnote 2428 to the Company’s auditedconsolidated financial statements for the fiscal year ended December 31, 2007 included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2009, filed with the Securities and Exchange CommissionSEC on March 17, 2008. There were no forfeitures during 2007. The grant date fair value of the 2007 stock option awards computed in accordance with FAS 123(R) is $50,000 for each of Messrs. Holzmann and Sterling.April 13, 2010.
 
(3)(2)The table below sets forth the aggregate number of stock options andheld as by each of the aggregate numberabove-named directors as of December 31, 2009. None of the above-named directors held any shares of restricted stock held by each non-employee director of the Company as of December 31, 2007:2009.
 
         
Name
 Restricted Stock(a) Stock Options(b)
 
D. Keith Cobb  4,692   6,250 
Oscar Holzmann  —   45,438 
Earl Pertnoy  4,692   76,447(c)
Neil Sterling  —   45,438 
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)
Earl Pertnoy20,290(b)(d)
 
 
(a)All restricted stock awards are inRepresents options to purchase shares of Class A Stock.
 
(b)Represents options to purchase shares of Class B Stock.
(c)Represents options to purchase shares of Class A Stock orand Class B Stock as follows: D. Keith Cobb — 6,250 shares of Class B Stock; OscarMr. Holzmann — 25,148151,223 shares of Class A Stock and 20,290 shares of Class B Stock; Earl Pertnoy — 76,447 shares of Class B Stock; and NeilMr. Sterling — 25,148151,223 shares of Class A Stock and 20,290 shares of Class B Stock.
 
(c)(d)Mr. Pertnoy’s stockRepresents options are held by Pertnoy Parent Limited Partnership.Partnership at December 31, 2009 which expired during January 2010. Mr. Pertnoy iswas the presidentPresident of Pertnoy Parent, Inc., the general partnerGeneral Partner of Pertnoy Parent Limited Partnership. On


23

(3)Amounts for Messrs. Blosser, Dornbush, Alan Levy, Joel Levy, Nicholson and Scherer reflect compensation paid to them from September 21, 2009 (at which time they were appointed to the Company’s Board of Directors in connection with the consummation of the Company’s merger with Woodbridge) through December 31, 2009. Prior to their appointment to the Company’s Board of Directors, they served as directors of Woodbridge and received the following additional compensation in consideration for their service on Woodbridge’s Board of Directors and its committees from January 13, 2008, options to purchase 42,117 shares1, 2009 through September 20, 2009: Mr. Blosser — $60,125; Mr. Dornbush — $45,939; Mr. Alan Levy — $60,939; Mr. Joel Levy — $70,473; Mr. Nicholson — $76,250; and Mr. Scherer — $45,939.
(4)During 2009, Mr. Cobb also received compensation of Class B Stock expired.$80,000 in consideration for his service as a member of BankAtlantic Bancorp’s Board of Directors and as Chairman of its Audit Committee.
(5)Mr. Pertnoy died during January 2009.


2524

 
AUDIT COMMITTEE REPORT
 
The following Report of the 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 this 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 seveneight meetings during 2007.2009. These meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee and the Company’s management and internal auditors, andas well as with the Company’s independent auditorsregistered public accounting firm for 2007,2009, PricewaterhouseCoopers LLP (“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, 20072009 with management and PwC prior to the filing of the Company’s Annual Report onForm 10-K with the SEC on March 17, 2008.April 13, 2010. At its meeting on March 31, 2008,August 2, 2010, the Audit Committee approved the engagement of PwC as the Company’s independent auditorregistered public accounting firm for 2008.2010.
 
Management has primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s system of internal controls. The independent auditors auditauditor audits the annual financial statements prepared by management, expressexpresses 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 discussdiscusses with the Audit Committee theirits independence and any other matters that they areit is required to discuss with the Audit Committee or that they believeit 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 independent auditors.auditor.
 
The Audit Committee also 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 Sectionsection 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 Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as adopted byapplicable requirements of the Public Company Accounting Oversight Board in Rule 3600T,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, 20072009 be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2007.2009.
 
Submitted by the Members of the Audit Committee:
 
Joel Levy, Chairman
Oscar Holzmann Chairman
D. Keith Cobb
Earl Pertnoy
Neil SterlingWilliam Nicholson


2625

FEES TO INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR FISCAL 20072009 AND 20062008
 
PwC served as the independent registered certified public accounting firm for the Company, BankAtlantic Bancorp and LevittWoodbridge for 20072009 and 2006.2008. The following table presents,presents: (i) for each of these companies,the Company and BankAtlantic Bancorp, fees for professional services rendered by PwC for the audit of each company’s annual financial statements for fiscal 20072009 and 20062008; and (ii) for Woodbridge, fees for professional services rendered by PwC for the audit of its annual financial statements for 2008. The following table also includes fees billed for audit-related services, tax services and all other services rendered by PwC for each of these companies for fiscal 20072009 and 2006.2008. PwC did not serve as Bluegreen’s independent registered certified public accounting firm for 2009 or 2008.
 
                
 2007 2006  2009 2008 
 (In thousands)  (In thousands) 
BFC Financial Corporation
                
Audit fees(1) $268  $248 
Audit — related fees  232(2)  — 
Tax fees  —   — 
All other fees(3)  216   — 
BankAtlantic Bancorp
        
Audit fees(1) $1,659  $1,783 
Audit fees  1,067(1)  469(1)
Audit — related fees  42(5)  425(4)(5)  89(3)  — 
Tax fees  —   —   5   — 
All other fees  —   3   —   — 
Levitt
        
Audit fees(1) $936  $1,060 
BankAtlantic Bancorp
        
Audit fees  1,582(1)  1,675(1)
Audit — related fees  261(6)  —   74(3)  77(3)
Tax fees  —   —   —   — 
All other fees  —   —   40   — 
Woodbridge
        
Audit fees  150(2)  715(2)
Audit — related fees  —   — 
Tax fees  —   — 
All other fees  —   — 
 
 
(1)Includes primarily fees for services primarily related to each company’s respective annual financial statement audits, the 20072009 and 2006 audit2008 audits of effectiveness of internal control over financial reporting and the review of quarterly financial statements filed in each company’s Quarterly Reportsquarterly reports onForm 10-Q.
 
(2)PrincipallyIncludes fees for services primarily related to auditsWoodbridge’s 2008 annual financial statement audit, the 2008 audit of deferred tax valuationthe effectiveness of Woodbridge’s internal control over financial reporting and the treatment under the purchase methodreview of accounting of the shares of Levitt Class A common stock acquired by the Companyquarterly financial statements filed in Levitt’s rights offering as a step acquisition, as well as consultations regarding comment letters from the SEC received by the Company during 2007, the merger of I.R.E. RAG. with and into the Company and the amendments to the Company’s Annual Report onForm 10-K for the year ended December 31, 2006 and Quarterly ReportWoodbridge’s quarterly reports onForm 10-Q for each quarter during 2008 and the quarter ended March 31, 2007.first two quarters of 2009 prior to the Woodbridge Merger when it became a wholly owned subsidiary of the Company.
 
(3)PrincipallyIncludes primarily fees related to registration statements filed by the preparationCompany and filing ofBankAtlantic Bancorp with the Registration Statement onForm S-3SEC and, Amendment No. 1 thereto, in each case related to the Company’s 2007 underwritten public offering of 11,500,000 shares of Class A Stock.
(4)Includes fees for services related to the previously proposed initial public offering of Ryan Beck & Co.
(5)Audits2008, an audit of BankAtlantic BancorpBancorp’s employee benefit plans.
(6)Includes fees relating to services performed by PwC with respect to Levitt’s 2007 rights offering, the amendments to Levitt’s Annual Report onForm 10-K/A for the year ended December 31, 2006 and Quarterly Report onForm 10-Q/A for the quarter ended March 31, 2007 and the November 9, 2007 bankruptcy filing of Levitt and Sons and substantially all of its subsidiaries.
 
All audit related services, taxaudit-related services and other services were pre-approved by the Audit Committeeaudit committee of the respective company, 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 the 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 independent auditorsauditor and shall not engage the independent auditorsauditor to perform any non-audit


27

services prohibited by law or regulation. Each year, the independent auditor’s retention to audit the Company’s 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 auditor 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 auditor, and management may present additional services for pre-approval. The Audit Committee has delegated to the Chairman of the Audit


26

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.
The Audit Committee has determined that the provision of the services described above (including those services other than audit services) are compatible with maintaining the principal independent auditor’s independence.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth, as of April 15, 2008,November 18, 2010, certain information as to the Company’s Class A Stock and Class B 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 the outstanding securities beneficially owned by (i) theeach Named Executive Officers,Officer, (ii) each of the Company’s directors as of April 15, 2008 and (iii) the Company’s directors and executive officers as of April 15, 2008 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 Stock or Class B Stock as of April 15, 2008.November 18, 2010. Except as otherwise indicated, the information provided in the following table was obtained from filings with the SEC and with the Company pursuant to the Exchange Act. For purposes of the table below, in accordance withRule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of Class A Stock or Class B 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 15, 2008.November 18, 2010. 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
    Class A
 Class B
 Percent of
 Percent of
 
   Stock
 Stock
 Class A
 Class B
    Stock
 Stock
 Class A
 Class B
 
Name of Beneficial Owner
 Notes Ownership Ownership Stock Stock  Notes Ownership Ownership Stock Stock 
Florida Partners Corporation  (1,2,4,5)  1,270,302   133,314   3.7%  1.9%  (1,2,4,5)  1,270,294   133,314   2.0%  1.9%
I.R.E. Properties, Inc.   (1,2,4,5)  4,662,927   561,017   13.5%  8.2%  (1,2,4,5)  4,662,929   561,017   7.6%  8.2%
Levan Enterprises, Ltd.   (1,2,4,5)  1,298,749   146,865   3.8%  2.1%  (1,2,4,5)  1,299,130   146,865   2.1%  2.1%
Alan B. Levan  (1,2,3,4,5,6,7)  11,437   2,312,485   5.7%  32.6%  (1,2,3,4,5,6,8)  192,725   2,406,235   3.7%  33.6%
John E. Abdo  (1,2,3,4, 6,7)  3,356,771   3,180,047   15.8%  44.9%  (1,2,3,4,6)  3,506,137   3,273,797   9.4%  45.7%
Phil Bakes  (2)  —   —   0.0%  0.0%
George Scanlon  (2,9)  —   —   0.0%  0.0%
Glen R. Gilbert  (1,2)  —   201,032   *  2.9%
Maria R. Scheker  (1,2,3)  —   7,022   *  *
Seth M. Wise  (2,3,7)  25,047   0   *  0.0%
James Blosser  (3)  16,636   0   *  0.0%
D. Keith Cobb  (1,2,3)  27,416   6,250   *  *  (1,2,3)  97,656   6,250   *  *
Darwin Dornbush  (2,3)  38,930   0   *  0.0%
Oscar Holzmann  (1,2,3)  38,286   20,290   *  *  (1,2,3)  164,361   20,290   *  *
Earl Pertnoy  (1,2,3,8)  190,223   41,230   *  *
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%
William Scherer  (2,3)  136,600   0   *  0.0%
Neil Sterling  (1,2,3)  38,286   20,290   *  *  (1,2,3)  164,361   20,290   *  *
GoldenTree Asset Management LP  (10)  5,210,800   —   13.6%  0.0%
Dr. Herbert A. Wertheim  (1,11)  3,968,157   416,448   11.3%  6.1%  (1,9)  3,968,157   416,448   6.4%  6.1%
QVT Financial LP  (12)  2,495,907   —   6.5%  0.0%
All directors and executive officers of the Company as of April 15, 2008 as a group (9 persons)  (1,3,4,5,7,13)  10,894,397   6,428,810   38.7%  87.0%
Pennant Capital Management, L.L.C  (10)  7,433,840   0   10.8%  0.0%
Greek Investments, Inc.   (11)  5,151,713   0   7.5%  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 November 18, 2010 as a group (15 persons)  (1,2,3,4,5,6)  11,709,590   6,578,205   24.2%  87.4%


28

 
* Less than one percent of class.


27

(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 15, 2008November 18, 2010 pursuant to the exercise of stock options to purchase the Company’s Class A Stock or Class B Stock and pursuant to the vesting of restricted stock awards of shares of the Company’s Class A Stock as follows: Alan B. Levan — 210,579113,170 shares of Class A Stock and 304,329 shares of Class B Stock; John E. Abdo — 210,579 shares of Class B Stock; D. Keith Cobb — 1,877121,845 shares of Class A Stock and 304,329 shares of Class B Stock; Seth M. Wise — 19,956 shares of Class A Stock; James Blosser — 16,636 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 25,148— 151,223 shares of Class A Stock and 20,290 shares of Class B Stock; Earl PertnoyAlan J. Levy — 1,8772,394 shares of Class A Stock and 34,330Stock; Joel Levy — 9,921 shares of Class BA Stock; William Nicholson — 16,339 shares of Class A Stock; William Scherer — 4,769 shares of Class A Stock; and Neil Sterling — 25,148151,223 shares of Class A Stock and 20,290 shares of Class B Stock;Stock. The group total also includes options held by Maria R. Scheker, the Company’s Chief Accounting Officer, to purchase 11,302 shares of Class A Stock and Maria Scheker — 7,02210,147 shares of Class B Stock.
 
(4)The Company may be deemed to be controlled by Messrs. Alan B. Levan and John E. Abdo, who collectively may be deemed to have an aggregate beneficial ownership of shares of the Company’s common stock,Class A Stock and Class B Stock, including shares that may be acquired pursuant to the exercise of stock options as(as set forth in footnote 3 above), representing 73.8%approximately 71.6% 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 Partnergeneral 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 common stockClass 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 common stock, Mr. LevanClass A Stock and Class B Stock, he may be deemed to be the beneficial owner of 11,43711,440 shares of Class A Stock and 1,200 shares of Class B Stock held of record by Mr. Levan’s wife, for an aggregate beneficial ownership of 7,243,415his wife. Excluding shares or 25.1%, of Class A Stock and 3,153,681 shares, or 44.5%, of Class B Stock. InStock 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, 7,425,078 shares, or 10.8%, of the Company’s Class A Stock. He may also be deemed to beneficially own, in the aggregate, 3,247,431 shares, or 45.3%, of the Company’s Class B Stock. Collectively, these shares represent approximately 37.9%36.3% 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 shareshares 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)Includes beneficial ownership of shares subject to plans adopted under Rule 10b5-1 of the Exchange Act as follows: Mr. Levan — 71,250 shares of Class B Stock; and Mr. Abdo — 75,000 sharesWise’s holdings of Class A Stock.Stock include 247 shares held in his spouse’s IRA which he may be deemed to beneficially own.
 
(8)Other than 11,261 shares of Class A Stock held directly by Mr. Pertnoy, all of the shares of Class A Stock and Class B Stock and options to purchase shares of Class A Stock and Class B Stock beneficially owned by Mr. Pertnoy are held by Pertnoy Parent Limited Partnership. Mr. PertnoyJarett Levan is the Presidentson of Pertnoy Parent, Inc., the General Partner of Pertnoy Parent Limited Partnership.Mr. Alan Levan.
 
(9)On January 11, 2008, Mr. Scanlon resigned as Executive Vice President and Chief Financial Officer of the Company. In connection with his resignation, Mr. Scanlon forfeited all of his unvested options to purchase shares of the Company’s common stock.
(10)GoldenTree Asset Management LP, GoldenTree Asset Management LLC and Steven A. Tananbaum have shared voting power over 4,800,000 of such shares, and Mr. Tananbaum has sole voting power and sole dispositive power over the remaining 410,800 of such shares. The mailing address of each of GoldenTree Asset Management LP, GoldenTree Asset Management LLC and Mr. Tananbaum is 300 Park Avenue, 21st Floor, New York, New York 10022.
(11)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 Form 4 filed with the SEC on July 26, 2010. Pennant Capital Management, L.L.C previously reported on a Schedule 13G/A, which it filed with the SEC on February 16, 2010, that it and certain of its affiliates have shared voting and dispositive power over such shares and that the mailing address of each group member is 26 Main Street, Suite 203, Chatham, NJ 07928.


2928

 
(12)(11)QVT Financial LP may be deemed to beBased on the beneficial ownerSchedule 13G/A filed with the SEC on February 17, 2010, Greek Investments, Inc. and certain of an aggregate of 2,495,907 shares of Class A Stock, consisting of 2,031,000 shares of Class A Stock held by QVT Fund LP, 220,450 shares of Class A Stock held by Quintessence Fund LPits affiliates have shared voting and 244,457 shares of Class A Stock held in a QVT Financial LP separate discretionary account. QVT Financial GP LLC, as General Partner of QVT Financial LP, may also be deemed to be the beneficial owner of the 2,495,907 shares of Class A Stock beneficially owned by QVT Financial LP. QVT Associates GP LLC, as General Partner of each of QVT Fund LP and Quintessence Fund LP, may be deemed to beneficially own the 2,251,450 shares of Class A Stock held, in the aggregate, by QVT Fund LP and Quintessence Fund LP.dispositive power over 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 its affiliates (Jorge Constantino 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, a group consisting of SC Fundamental Value Fund L.P. and certain of its affiliates have shared voting and dispositive power over such shares. The mailing address of SC Fundamental Value Fund, L.P. and each of QVT Financial LP, QVT Financial GP LLC and QVT Associates GP LLCthe other group members (other than SC Fundamental Value BVI, Ltd.) is 1177747 Third Avenue, of the Americas, 9th27th Floor, New York, New York 10036.10017. The mailing address of QVTSC Fundamental Value BVI, Ltd. isc/o MadisonGrey Fund LP is Mary Street, Georgetown,Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman KY1-9002,KY1-1003, Cayman Islands.
(13)Does not include shares beneficially owned by Mr. Gilbert, who retired from his executive positions with the Company on March 29, 2007.
EQUITY COMPENSATION PLAN INFORMATION
Set forth below is certain information, as of December 31, 2007, concerning the Company’s equity compensation plans for which it has previously obtained shareholder approval and equity compensation plans for which it has not previously obtained shareholder approval.
             
  Number of Securities
  Weighted Average
    
  to be Issued Upon
  Exercise Price of
    
  Exercise of
  Outstanding
  Number of Securities
 
  Outstanding Options,
  Options,
  Remaining Available
 
Plan Category
 Warrants or Rights  Warrants or Rights  for Future Issuance 
 
Equity compensation plans approved by security holders  1,723,217  $5.07   2,211,027 
Equity compensation plans not approved by security holders  —   —   — 
             
Total
  1,723,217  $5.07   2,211,027 
             
 
OTHER MATTERS
 
AsOther than the proposal relating to the election of directors, as of the date of this Proxy Statement, the Board of Directors is not aware of any matters other than those referred to in the accompanying Notice of Meeting, 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 DECEMBER 15, 2010
This Proxy Statement (including forms of the accompanying proxy cards) and the Company’s Annual Report to Shareholders for the year ended December 31, 2009 are available atwww.proxydocs.com/bfcf.
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
 
PricewaterhouseCoopers LLP served as the Company’s independent registered certified public accounting firm for the year ended December 31, 2007.2009. A representative of PricewaterhouseCoopers LLP 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.
 
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 the Company’s transfer agent, American Stock Transfer & Trust Company (“AST”), whichthat 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 statementProxy Statement to a shareholder


30

at a shared address to which a single proxy statementProxy 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 or the record holder of your shares. You can notify AST by calling800-937-5449 or by sending a written request to American Stock Transfer & Trust Company, 59 Maiden Lane — Plaza Level, New York, NY 10038, Attn: Marianela Patterson.
 
Advance Notice Procedures.  Under the Company’s Bylaws, no business may be brought before an Annual Meetingannual meeting of Shareholdersshareholders unless it is specified in the notice of the Annual Meetingannual meeting of Shareholdersshareholders or is otherwise brought before the Annual Meetingannual meeting of Shareholdersshareholders by or at the direction of the Board of Directors or by a


29

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 Meetingannual meeting of Shareholders — thatshareholders. 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 2011 annual meeting of shareholders, the Company must receive written notice of proposed business from a shareholder (i) between August 17 and September 16, 2011 or (ii) if the Company’s 2011 annual meeting of shareholders is with respectheld prior to November 15, 2011, within ten days after the Annual MeetingCompany first mails notice of Shareholders in 2009, between January 20 and February 19, 2009.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 this time period 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 2009 Annual Meeting2011 annual meeting of Shareholders.shareholders.
 
Shareholder Proposals for the 20092011 Annual Meeting.Meeting of Shareholders.  Shareholders interested in submitting a proposal for inclusion in the proxy materials for the 2009 Annual MeetingCompany’s 2011 annual meeting of Shareholdersshareholders may do so by following the procedures prescribedrelating to shareholder proposals set forth in Rulel4a-8the rules and regulations promulgated under the Exchange Act. To be eligible for inclusion, shareholder proposals must be received by the Company’s Secretary no later than December 30, 2008 at the Company’s main offices, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309.33309, by July 27, 2011 (or such earlier date as may be specified in a Company filing under the Exchange Act).
 
Proxy Solicitation Costs.  The Company will bear the expense of soliciting proxies and of reimbursing brokers, banks and 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, BankAtlantic Bancorpand/or Levitt, 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
Alan B. Levan
Chairman of the Board
 
April 25, 2008November 24, 2010


3130

Appendix A
Form of Proxy

Class A Common Stock
BFC FINANCIAL CORPORATION
2100 WEST CYPRESS CREEK ROAD
FT. LAUDERDALE, FL 33309
ANNUAL MEETING OF SHAREHOLDERS OF
BFC FINANCIAL CORPORATION
MAY 20, 2008DECEMBER 15, 2010
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, 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 March 21, 2008November 18, 2010 at the Annual Meeting of Shareholders to be held on May 20, 2008December 15, 2010 and at any adjournment or postponement thereof.
Please mark, date, sign and mail your proxy card in the envelope provided as soon as possible.
Please detach along the perforated line and mail in the envelope provided.
Comments:
(Continued and to be signed on the reverse side)

BFC FINANCIAL CORPORATION
2100 W. CYPRESS CREEK ROAD
FT. LAUDERDALE, FL 33309
MAIL – Date, sign and mail your proxy card in the envelope provided as soon as possible.
-OR-
TELEPHONE– Call toll-free1-800-PROXIES(1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions. Have your proxy card available when you call.
-OR-
INTERNET– Access “www. voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page.
-OR-
IN PERSON– You may vote your shares in person by attending the Annual Meeting.

You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREý
 

1. The election of twoeight directors, each for a term expiring at the Company’s 2011 Annual Meeting of three years.Shareholders.

NOMINEES: 3-YEAR TERM:
[ ]  John E. Abdo   Alan B. Levan
[ ]  Oscar Holzmann   Darwin Dornbush
   Jarett S. Levan
   Alan J. Levy
   Joel Levy
   William Nicholson
   Neil Sterling
   Seth Wise

[ ]       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’s name(s) below.



2. 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” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1.


PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.


Please mark the box nextif you plan to each nominee you wish to withhold, as shown here:ýattend 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. [ ]


2. 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” THE ELECTION OF THE DIRECTORS NAMED IN PROPOSAL 1.



PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.


Please mark box if you plan to attend this meeting. [ ] 		 
 
               
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.

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 20, 2008DECEMBER 15, 2010
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, 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 March 21, 2008November 18, 2010 at the Annual Meeting of Shareholders to be held on May 20, 2008December 15, 2010 and at any adjournment or postponement thereof.
Please mark, date, sign and mail your proxy card in the envelope provided as soon as possible.
Please detach along the perforated line and mail in the envelope provided.
Comments:
(Continued and to be signed on the reverse side)

BFC FINANCIAL CORPORATION
2100 W. CYPRESS CREEK ROAD
FT. LAUDERDALE, FL 33309
MAIL – Date, sign and mail your proxy card in the envelope provided as soon as possible.
-OR-
TELEPHONE– Call toll-free1-800-PROXIES(1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions. Have your proxy card available when you call.
-OR-
INTERNET– Access “www. voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page.
-OR-
IN PERSON– You may vote your shares in person by attending the Annual Meeting.

You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREý
      
 

1. The election of twoeight directors, each for a term expiring at the Company’s 2011 Annual Meeting of three years.Shareholders.

NOMINEES: 3-YEAR TERM:
[ ]  John E. Abdo   Alan B. Levan
[ ]  Oscar Holzmann   Darwin Dornbush
   Jarett S. Levan
   Alan J. Levy
   Joel Levy
   William Nicholson
   Neil Sterling
   Seth Wise

[ ]       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’s name(s) below.



2. 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” OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1.


PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.


Please mark the box nextif you plan to each nominee you wish to withhold, as shown here:ýattend 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. [ ]


2. 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” THE ELECTION OF THE DIRECTORS NAMED IN PROPOSAL 1.



PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.


Please mark box if you plan to attend this meeting. [ ] 		 
 
               
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.