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BankAtlantic Bancorp-Ryan, Beck
Deferred Compensation Plan
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BankAtlantic Bancorp-Ryan, Beck
Deferred Compensation Plan
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Page
1. Purpose.................................................. 1
2. Definitions.............................................. 1
3. Administration........................................... 2
4. Participation............................................ 3
5. Deferrals................................................ 3
6. Settlement of Deferral Accounts.......................... 4
7. General Provisions....................................... 4
8. Effective Date........................................... 6
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BankAtlantic Bancorp-Ryan, Beck
Deferred Compensation Plan
___________________________________
1. Purpose. The purpose of this BankAtlantic Bancorp-Ryan, Beck Deferred
Compensation Plan (the "Plan") is to provide certain employees of Ryan, Beck &
Co., Inc. (the "Company") with a short-term deferred compensation plan award in
exchange for relinquishment of certain restricted stock rights. The Plan is not
intended to be covered by the terms of the Employee Retirement Income Security
Act of 1974, as amended. The Plan is sponsored by BankAtlantic Bancorp, Inc.
("BankAtlantic").
2. Definitions. In addition to the terms defined in Section 1 above, the
following terms used in the Plan shall have the meanings set forth below:
"Administrator" shall mean the Company or any person or entity to whom or to
which it has delegated some or all of its administrative responsibilities
hereunder.
"Beneficiary" shall mean the beneficiary designated by the Participant under the
Company's group term life insurance plan, unless the Participant has designated
any other person or persons (who may be designated contingently or successively
and which may be an entity other than a natural person) on a form supplied by
the Administrator to receive benefits payable in the event of the death of the
Participant. In the event of the Participant's death without an effective
Beneficiary designation, any Plan benefits payable shall be paid in equal parts
to the Participant's surviving spouse or, if the Participant has no surviving
spouse, to the Participant's surviving children or, if the Participant has no
surviving children, to the Participant's surviving parents, or if the
Participant has no surviving parents, to the Participant's surviving siblings
or, if the Participant has no surviving siblings, to the Participant's estate.
"Board" shall mean the Board of Directors of BankAtlantic.
"Cause" shall mean (i) continued failure to perform substantially the
Participant's duties with the Employer (other than such failure as a result of
death or disability), or (ii) engaging in illegal conduct or gross misconduct
which is materially injurious to the Employer, as determined by the Committee in
its sole discretion.
"Code" shall mean the Internal Revenue Code of 1986, as amended. References to
any provision of the Code or regulation (including a proposed regulation)
thereunder shall include any successor provisions or regulations.
"Committee" shall mean the Compensation Committee of the Board. Any
function of the Committee may be delegated to the Administrator.
"Deferral Account" shall mean the account established and maintained by
BankAtlantic attributable to a Participant, as described in Section 5. Deferral
Accounts will be maintained solely as bookkeeping entries by BankAtlantic to
evidence unfunded obligations of BankAtlantic.
"Employer" shall mean the Company and all entities that are members of the
controlled group of which the Company is a member, as determined under Section
414(b) or (c) of the Code.
"Participant" shall mean any employee of the Company who is a participant in the
Restricted Stock Award Plan and who elects to participate in the Plan pursuant
to Section 4.
"Plan Year" shall mean the calendar year.
"Restricted Stock Award Plan" shall mean the BankAtlantic Bancorp, Inc.
Restricted Stock Award Plan for Key Employees of Ryan, Beck & Co., Inc.
3. Administration.
Authority. Both the Committee and the Administrator (subject to the ability of
the Committee to restrict the Administrator) shall administer the Plan in
accordance with its terms, and shall have all powers necessary to accomplish
such purpose, including the power and authority to construe and interpret the
Plan, to define the terms used herein, to prescribe, amend and rescind rules and
regulations, agreements, forms, and notices relating to the administration of
the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan. Any actions of the Committee or the Administrator
with respect to the Plan shall be conclusive and binding upon all persons
interested in the Plan, except that any action of the Administrator will not be
binding on the Committee. The Committee and Administrator may each appoint
agents and delegate thereto powers and duties under the Plan, except as
otherwise limited by the Plan. The Board may, with prospective or retroactive
effect, amend, alter, suspend, discontinue, or terminate the Plan at any time
without the consent of Participants, stockholders, or any other person;
provided, however, that, without the consent of a Participant, no such action
shall adversely affect the rights of such Participant with respect to any rights
to payment of amounts credited to such Participant's Deferral Account.
Notwithstanding the foregoing, the Board may, in its sole discretion, terminate
the Plan (in whole or in part) and distribute to Participants (in whole or in
part) the amounts credited to their Deferral Accounts.
Limitation of Liability. Each member of the Committee and the Administrator
shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or other employee of the
Company or BankAtlantic or any subsidiary or affiliated entity, the Company's or
BankAtlantic's independent certified public accountants, or any executive
compensation consultant, legal counsel, or other professional retained by the
Company or BankAtlantic to assist in the administration of the Plan. To the
maximum extent permitted by law, no member of the Committee or the
Administrator, nor any person to whom duties have been delegated, shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of the Plan.
4. Participation. The Committee shall offer to each employee of the Company who
is a participant in the Restricted Stock Award Plan the opportunity to
relinquish all rights and privileges under the Restricted Stock Award Plan in
exchange for the establishment of a Deferral Account hereunder, upon such terms
as are set forth in the applicable Deferred Compensation Plan Election Form (the
"Election Form"). Employees who elect to take advantage of such offer will
become Participants in this Plan, and will cease to be participants in the
Restricted Stock Award Plan.
5. Deferrals. Each employee of the Company who elects, at such time and in such
manner as the Committee designates, to become a Participant hereunder, will have
a Deferral Account established hereunder. A Participant's Deferral Account,
which will be in the form of a bookkeeping entry only, will be credited with an
amount set forth in the Election Form, which amount shall be equal to the fair
market value of the restricted stock awarded to him or her under the Restricted
Stock Award Plan, such value to be determined as of the date of the original
award under the Restricted Stock Award Plan. No interest, gains, losses or
dividends will be credited to a Participant's Deferral Account, except as
otherwise set forth in Section 6(c) hereof. Vesting. A Participant will become
vested in his or her Deferral Account as of the date that is the fourth
anniversary of the date as of which he or she was granted restricted stock under
the Restricted Stock Award Plan (the "Vesting Date"), if the Participant is then
employed by the Employer and has been during such four year period continually
employed by the Employer on a full-time basis.
Death or Disability. If a Participant's employment with the Employer terminates
as a result of his death or disability (as determined by the Committee), then
the date of such termination shall be considered a Vesting Date, and he or she
(or his or her Beneficiary) shall be entitled to the Deferral Account.
Retirement. If a Participant's employment with the Employer terminates as a
result of retirement (as determined by the Committee), and if the Participant is
in good standing with the Employer and meets such other terms and conditions as
are imposed by the Committee in its discretion, then the Participant will be
considered to have attained the Vesting Date with respect to a pro rata portion
of the Deferral Account (with the remainder to be irrevocably forfeited); the
pro rata portion shall be determined by a fraction, equal to the number of
complete months from the original date of grant under the Restricted Stock Award
Plan to the date of retirement, divided by forty-eight (48), such calculation to
be made by the Committee in its sole discretion.
Termination Without Cause. If a Participant's employment with the Employer is
terminated without Cause, then the date of such termination of employment shall
be considered to be a Vesting Date.
Forfeiture. Notwithstanding anything else herein, in the event that a
Participant terminates employment with the Employer for any reason not otherwise
set forth above prior to his or her Vesting Date, or ceases to be a full-time
employee of the Employer prior to his or her Vesting Date, or if his or her
employment is terminated for Cause, then such Participant's Deferral Account
shall be irrevocably forfeited.
6. Settlement of Deferral Accounts.
Form of Payment. Upon the occurrence of a Vesting Date with respect to a
Participant, BankAtlantic shall settle such Participant's Deferral Account, and
discharge all of its obligations to pay deferred compensation under the Plan
with respect to such Deferral Account, by payment of cash, except as provided in
Section 6(c) hereof.
Timing of Payments. Payments in settlement of a Deferral Account shall be made
as soon as practicable after such Vesting Date, except as provided in Section
6(c) hereof.
Deferral of Payment. At the Committee's sole discretion, BankAtlantic can elect
to defer payment of 50% of a Participant's Deferral Account for one year
following the Vesting Date as of which he or she otherwise would have been paid
100% of his or her vested Deferral Account. If BankAtlantic elects to exercise
its rights under this Section 6(c), it shall issue a note to each affected
Participant and/or Beneficiary, under which it will promise to pay the remaining
50% of the vested Deferral Account no later than one year following the
applicable Vesting Date, with simple interest credited for the one year period
at prime rate plus 1% (with such interest rate to be determined as of the
Vesting Date).
7. General Provisions.
Limits on Transfer of Awards. Other than by will or the laws of descent and
distribution, no right, title or interest of any kind in the Plan shall be
transferable or assignable by a Participant or his or her Beneficiary or be
subject to alienation, anticipation, encumbrance, garnishment, attachment, levy,
execution or other legal or equitable process, nor subject to the debts,
contracts, liabilities or engagements, or torts of any Participant or his or her
Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish,
attach or take any other action subject to legal or equitable process or
encumber or dispose of any interest in the Plan shall be void.
Receipt and Release. Payment to any Participant or Beneficiary in accordance
with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims for the compensation or awards deferred and relating
to the Deferral Account to which the payment relates against the Company and
BankAtlantic or any subsidiary or affiliated entity thereof, the Committee, or
the Administrator, and the Administrator may require such Participant or
Beneficiary, as a condition to such payment, to execute a receipt and release to
such effect.
Unfunded Status of Awards. The Plan is intended to constitute an "unfunded" plan
for deferred compensation and Participants shall rely solely on the unsecured
promise of BankAtlantic for payment hereunder. With respect to any payment not
yet made to a Participant under the Plan, nothing contained in the Plan shall
give a Participant any rights that are greater than those of a general unsecured
creditor of BankAtlantic or the applicable affiliated entity.
Compliance. A Participant in the Plan shall have no right to receive payment
with respect to his or her Deferral Account until legal and contractual
obligations of BankAtlantic relating to establishment of the Plan and the making
of such payments shall have been complied with in full. In addition,
BankAtlantic shall impose such restrictions on any interest constituting a
security as it may deem advisable in order to comply with the Securities Act of
1933, as amended, the requirements of any applicable stock exchange or automated
quotation system, any state securities laws applicable to such interest, any
provision of BankAtlantic's Articles of Incorporation or Bylaws, or any other
law, regulation, or binding contract to which BankAtlantic is a party.
Other Participant Rights. No provision of the Plan or transaction hereunder
shall confer upon any Participant any right to be employed by the Company or a
subsidiary thereof, or to interfere in any way with the right of the Company or
a subsidiary to increase or decrease the amount of any compensation payable to
such Participant. Subject to the limitations set forth herein, the Plan shall
inure to the benefit of, and be binding upon, the parties hereto and their
successors and assigns.
Tax Withholding. BankAtlantic and any subsidiary or affiliated entity shall have
the right to deduct from amounts otherwise payable in settlement of a Deferral
Account any sums that federal, state, local or foreign tax law requires to be
withheld with respect to such payment.
Governing Law. The validity, construction, and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with the
laws of the State of New Jersey, without giving effect to principles of
conflicts of laws, and applicable provisions of federal law.
Construction. The captions and numbers preceding the sections of the Plan are
included solely as a matter of convenience of reference and are not to be taken
as limiting or extending the meaning of any of the terms and provisions of the
Plan. Whenever appropriate, words used in the singular shall include the plural
or the plural may be read as the singular, and male references shall include
female and neuter, and vice versa.
Severability. In the event that any provision of the Plan shall be declared
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions of the Plan but shall be fully severable, and
the Plan shall be construed and enforced as if said illegal or invalid provision
had never been inserted herein.
Status. The establishment and maintenance of, or allocations and credits to, the
Deferral Account of any Participant shall not vest in any Participant any right,
title or interest in and to any specific assets or benefits.
8. Effective Date. The Plan shall be effective March 1, 2000.