EXHIBIT 10.9
BANKATLANTIC BANCORP, INC.
RESTRICTED STOCK AWARD PLAN
FOR KEY EMPLOYEES OF RYAN, BECK & CO., INC.
1. Purpose. The purpose of this Restricted Stock Award Plan
(hereinafter referred to as the "Plan") is to provide for awards of shares of
Restricted Class A Common Stock of BankAtlantic Bancorp, Inc. (the
"Corporation") to key employees of Ryan, Beck & Co., Inc. ("Ryan, Beck") for
services which contribute in a substantial degree to the success of the
Corporation. Key employees are those employees of Ryan, Beck in managerial or
other important positions who, by virtue of their ability, qualifications and
performance, have made and will continue to make important contributions to
Ryan, Beck. The Plan is also intended to advance the interests of the
Corporation and its shareholders by strengthening the ability of Ryan, Beck to
retain in key positions employees of training, experience, and ability, and to
encourage those employees to have a material interest in the performance of
Ryan, Beck and an increase in value of the Class A Common Stock of the
Corporation. This Plan constitutes the "Retention Pool" referred to in the Ryan,
Beck Acquisition Agreement (as defined in Section 2 hereof).
2. Definitions. As used herein, the following definitions shall apply:
"Agreement" means a written agreement entered into by the Corporation
and each Participant pursuant to which an award of Restricted Stock is made
under the Plan.
"Class A Common Stock" means the Class A Common Stock, par value $.01
per share, of the Corporation.
"Corporation" means BankAtlantic Bancorp, Inc., a Florida corporation, and
its successors and assigns.
"Committee" means the Compensation Committee of the Board of Directors of
Ryan, Beck.
"Effective Date" means the Effective Date of the merger contemplated by
the Ryan, Beck Acquisition Agreement.
"Participant" means a key employee of Ryan, Beck designated to receive
an award of Restricted Stock under the Plan.
"Restricted Period" shall have the meaning set forth in Section 6(a) hereof.
"Restricted Stock" means Class A Common Stock awarded to a Participant
under the Plan.
"Ryan, Beck" means Ryan, Beck & Co., Inc., a New Jersey corporation, and
its successors.
"Ryan, Beck Acquisition Agreement" means the Acquisition Agreement,
dated as of February 9, 1998, by and among the Corporation, Ryan, Beck and BCP
Acquisition Corporation.
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3. Duration. The Plan shall continue in effect until June 30, 2002. No
shares of the Corporation's Class A Common Stock may be awarded to key employees
under the Plan after the Effective Date under the Ryan, Beck Acquisition
Agreement. However, shares awarded on the Effective Date may be subsequently
delivered to Participants in accordance with the terms and conditions applicable
to such awards.
4. Administration. The Plan shall be administered by a Committee
appointed from time to time by the Board of Directors of Ryan, Beck consisting
of the members of the Compensation Committee of Ryan, Beck or any other
directors of Ryan, Beck. The Committee shall have full power and authority to
interpret the provisions of the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances that
it deems necessary or advisable to protect the interests of Ryan, Beck and to
make all other determinations that it deems necessary or advisable to administer
the Plan in a manner consistent with the Plan's stated purposes. The
determination of the Committee concerning any matter arising under or with
respect to the Plan or any awards granted hereunder shall be final, binding and
conclusive on all interested persons.
5. Shares Available for Awards. 683,362 shares of Class A Common Stock
shall be available for grant as awards under the Plan. Any shares of Class A
Common Stock subject to an award under this Plan which are forfeited by a
Participant shall not be available for further grant of awards under this Plan
and the number of shares available for award under this Plan shall be
proportionately reduced.
6. Vesting of the Class A Common Stock; Restricted Period.
(a) Restricted Period. Shares of Restricted Stock awarded to
Participants may not be sold, assigned, transferred, pledged or otherwise
encumbered during a "Restricted Period" commencing on the date of the award and
ending on the fourth anniversary thereof, subject to the provisions of Sections
6(b) and (c).
(b) Death, Disability or Retirement. If a Participant's
employment with Ryan, Beck is terminated by reason of his death or disability
(as determined by the Committee), then the Restricted Period shall end and all
Restricted Stock granted to such Participant under the Plan shall fully vest. If
during the Restricted Period, a Participant's employment with Ryan, Beck is
terminated by reason of retirement (as determined by the Committee) and the
Participant is in good standing with Ryan, Beck and meets other conditions the
Committee may impose in its discretion, then the Restricted Period shall end for
a pro rata portion (determined by the fraction of the Restricted Period which
has elapsed through the retirement) of the Participant's Restricted Stock and
the remainder of the Restricted Stock of the Participant shall be forfeited to
the Corporation.
(c) Termination Without Cause. If during the Restricted
Period, Ryan, Beck terminates a Participant's employment for any reason other
than for "cause" as set forth in Section
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6(d), then the Restricted Period shall end and all Restricted Stock granted to
such Participant under the Plan shall fully vest as of the date of such
termination.
(d) Forfeiture Upon Termination For Cause. If during the
Restricted Period, Ryan, Beck terminates a Participant's employment for "cause,"
all shares of Restricted Stock awarded to such Participant under the Plan shall
be forfeited, and the Committee shall direct such shares of Restricted Stock to
be transferred to the Corporation without the payment of any consideration. For
purposes of the Plan, "cause" shall mean (i) continued failure to perform
substantially the Participant's duties with Ryan, Beck or its affiliates (other
than any such failure resulting from incapacity due to disability or death) or
(ii) engaging in illegal conduct or gross misconduct which is materially
injurious to Ryan, Beck or the Corporation.
(e) Forfeiture Generally. Subject to Sections 6(b) and (c), if
during the Restricted Period a Participant terminates his employment for any
reason or a Participant otherwise fails to remain a full-time employee of Ryan,
Beck, then all shares of Restricted Stock awarded to such Participant shall be
forfeited, and the Committee shall direct such shares of Restricted Stock to be
transferred to the Corporation without the payment of any consideration.
(f) Distribution of Shares Upon Vesting. Subject to the
provisions of Sections 6(a), (d) or (e), at the end of the Restricted Period for
any shares of Restricted Stock, such shares will be distributed free of all
restrictions (other than those imposed under federal or state securities laws or
by any stock exchange) to the Participant or, in the event of his death, to the
beneficiary or beneficiaries designated by the Participant under this Plan or,
if none, to his estate. Delivery of shares in accordance with the preceding
sentence shall be made within the thirty-day period following the end of the
Restricted Period.
7. Certificates Deposited With Company. Any Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee may deem
appropriate, including, without limitation, book-entry registration or issuance
of a stock certificate or certificates. In the event that any stock certificate
is issued in respect of shares of Restricted Stock granted under the Plan, such
certificate shall be registered in the name of Ryan, Beck (or the Committee) on
behalf of and for the benefit of each Participant. Each such certificate shall
bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the BankAtlantic Bancorp, Inc. Restricted
Stock Award Plan. A copy of such Plan and Agreement is on file at the
principal office of BankAtlantic Bancorp, Inc., 1750 East Sunrise
Boulevard, Fort Lauderdale, Florida 33304."
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8. Form of Award and Related Matters.
(a) Restricted Stock Agreement. The Participant shall enter
into an Agreement with the Corporation and Ryan, Beck agreeing to the terms and
conditions of the award and such other matters as shall have been determined by
the Committee in connection with the grant.
(b) Stockholder Rights. Except as otherwise provided in this
Plan or the Agreement, a Participant shall have no rights of a stockholder with
respect to the shares of Restricted Stock held on behalf of the Participant.
(c) Dividends. Stock dividends and other non-cash
distributions shall be withheld on each share of Restricted Stock from the date
as of which it is awarded and, if such share has not been forfeited, shall be
paid to the Participant, or in the event of his death to his estate, as of the
last day of the Restricted Period with respect to such share. Cash dividends
shall not be withheld and the amount of cash dividends, shall be distributed to
Participants.
(d) Voting Rights. During the Restricted Period, a Participant
may exercise full voting rights with respect to Restricted Stock held on behalf
of the Participant.
9. Compliance with Applicable Laws. Notwithstanding any other provision
of the Plan, the Committee may subject shares of Class A Common Stock awarded
under the Plan to such conditions, limitations, or restrictions as the Committee
determines to be necessary or desirable to comply with any law or regulation or
with the requirements of any securities exchange.
10. Changes in Capitalization, Mergers or Similar Changes. In the event
of any change in the outstanding shares of Class A Common Stock by reason of any
stock dividend or split, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change, Restricted Stock held by
Ryan, Beck on behalf of Participants shall participate in any of such events to
the same extent as any other issued and outstanding shares of Class A Common
Stock, but appropriate adjustments, if required, shall be made by the Committee
so that after giving effect to the occurrence of any of such events, Ryan, Beck
shall continue to hold Restricted Stock and/or any other securities delivered in
respect thereof on behalf of such Participants to the extent practicable upon
the terms and conditions of this Plan and of the Restricted Stock granted
hereunder. Without limiting the generality of the foregoing, any shares of stock
or other securities received by a Participant with respect to Restricted Stock
will be subject to the same restrictions and shall be deposited with Ryan, Beck.
Such stock, securities or other property shall also be subject to the same
restrictions as such Restricted Stock, and shall bear an appropriate legend
similar in form to the legend set forth in Section 7.
Without limiting the generality of the foregoing, the existence of
outstanding shares of Restricted Stock under the Plan shall not affect in any
manner the right or power of the Corporation to make, authorize or consummate
(i) any or all adjustments, recapitalizations, reorganizations or other changes
in the Corporation's capital structure or its business; (ii) any merger or
consolidation
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of the Corporation; (iii) any issuance by the Corporation of debt securities or
preferred or preference stock that would rank above the Class A Common Stock;
(iv) the dissolution or liquidation of the Corporation; (v) any sale, transfer
or assignment of all or any party of the assets or business of the Corporation;
or (vi) any other corporate act or proceeding, whether of a similar character or
otherwise.
11. Withholding Tax. The Corporation and Ryan, Beck shall have the
right to withhold, or require withholding from the Participant, with respect to
any payments made to Participants under the Plan any taxes required by law to be
withheld because of such payments.
12. Employees' and Participants' Rights. Participation in the Plan
shall not confer upon any Participant any right with respect to continuation of
employment by the Corporation or Ryan, Beck, nor interfere with the right of the
Corporation or Ryan, Beck to terminate at any time employment of any
Participant. A Participant shall have the right to receive the shares of Class A
Common Stock (or other stock or securities in such award) only in accordance
with the terms and conditions of the Plan and the Agreement and such Participant
may not assign, transfer, pledge or encumber such Restricted Stock or other
securities not distributed to such Participant and for which the Restricted
Period has not terminated or lapsed.
13. Amendment and Termination. The Board of Directors of Ryan, Beck and
the Corporation acting jointly, may amend, suspend or terminate the Plan or any
portion thereof at any time. In no event may any amendment, suspension or
termination materially impair the rights of any Participant, without his
consent, in any Restricted Stock previously awarded under the Plan.
14. Indemnification of Committee Members. In addition to such rights of
indemnification they may have as Directors or officers of Ryan, Beck or the
Corporation, the members of the Committee shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees, actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal thereon, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any award of Restricted Stock granted hereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Corporation) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee member is liable for gross negligence or
misconduct in the performance of his duties; provided that within 60 days after
institution of any such action, suit or proceeding a Committee member shall in
writing offer the Corporation the opportunity, at its own expense, to handle and
defend the same. If the Committee member so requests in writing and provides
such repayment undertakings as may be required by applicable law, the
Corporation shall handle and defend any such action, suit or proceeding.
15. Liability of the Corporation. The liability of the Corporation and
Ryan, Beck under this Plan and in any award of Restricted Stock made pursuant to
this Plan is limited to the obligations
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expressly set forth in this Plan and the Agreement with respect to such award
and nothing herein contained shall be interpreted as imposing any liability on
the Corporation or Ryan, Beck in favor of a Participant with respect to any
loss, cost or expense that such Participant may incur in connection with or
arising out of any transaction involving the Restricted Stock that is subject to
the provisions of this Plan.
16. Other Compensation Plans. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Corporation or any subsidiary, nor shall the Plan preclude the Corporation
from establishing any other forms of incentive or other compensation for
employees and directors of the Corporation or any subsidiary.
17. Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
18. Headings, Etc. No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.
19. Governing Law. The Plan shall be governed by and construed and
enforced in accordance with Florida law.