-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ufcsc4HWFrE8VGyR64Fsp2e9BD0BJjGqlPtj5xCX1JgDuhxde+u/MlmS3qQqZPK7 UF0U/+9BRTaHkNqb8AF65Q== 0000950170-01-000368.txt : 20010322 0000950170-01-000368.hdr.sgml : 20010322 ACCESSION NUMBER: 0000950170-01-000368 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANKUNITED FINANCIAL CORP CENTRAL INDEX KEY: 0000894490 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 650377773 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43701 FILM NUMBER: 1573858 BUSINESS ADDRESS: STREET 1: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3055692000 MAIL ADDRESS: STREET 1: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMNER ALFRED R CENTRAL INDEX KEY: 0000905475 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANKUNITED FINANCIAL CORP STREET 2: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) BANKUNITED FINANCIAL CORPORATION -------------------------------- (Name of Issuer) Class A Common Stock ------------------------- (Title of Class of Securities) 06652B103 -------------- (CUSIP Number) Alfred R. Camner Camner, Lipsitz and Poller, P.A. 550 Biltmore Way, Suite 700 Coral Gables, Florida 33134 ------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) See Item 3 --------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page 1 of 8 pages CUSIP No. 06652B103 - -------------------------------------------------------------------------------- 1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above Person Alfred R. Camner - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (b) [X] The Reporting Person disclaims membership in a group. - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds See Item 3. - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number 7) Sole Voting Power of 1,940,972 Shares ----------------------------------------------------- Beneficially 8) Shared Voting Power Owned 217,742 By ----------------------------------------------------- Each 9) Sole Dispositive Power Reporting 1,860,097 Person ----------------------------------------------------- with 10) Shared Dispositive Power 210,486 - -------------------------------------------------------------------------------- Page 2 of 8 pages 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,158,715 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) excludes certain shares [X] * * Does not include shares subject to options which are not exercisable within 60 days. - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 10.9% - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN - -------------------------------------------------------------------------------- Page 3 of 8 pages Item 1. Security and Issuer This amended Schedule 13D relates to shares of Class A Common Stock (the "Class A Common Stock") of BankUnited Financial Corporation (the "Corporation"), a savings and loan holding company, the principal subsidiary of which is BankUnited, FSB. The address of the Corporation's principal executive offices is 255 Alhambra Circle, Coral Gables, Florida 33134. The shares of Class A Common Stock shown in Item 5 as beneficially owned by Alfred R. Camner (the "Reporting Person") include shares that would be received by the Reporting Person (i) upon the exercise of options exercisable within 60 days to acquire shares of Class A Common Stock and Class B Common Stock (collectively, the "Common Stock") and shares of Noncumulative Convertible Preferred Stock, Series B (the "Series B Preferred Stock"), and (ii) upon the conversion of shares of the Class B Common Stock and the Series B Preferred Stock beneficially owned by the Reporting Person, including shares which may be received upon the exercise of options exercisable within 60 days. Each share of Series B Preferred Stock is convertible into 1.4959 shares of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock. Item 2. Identity and Background This amended Schedule 13D is filed by the Reporting Person, a United States citizen, whose principal occupations are Chairman of the Board and Chief Executive Officer and Director of the Corporation and BankUnited, FSB, and Senior Managing Director of the law firm of Camner, Lipsitz and Poller, Professional Association, 550 Biltmore Way, Suite 700, Coral Gables, Florida. The Reporting Person during the last five years has not (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration See Exhibit 1. Item 4. Purpose of Transaction See Exhibit 1. Page 4 of 8 pages Item 5. Interest in Securities of Issuer Set forth below is information relating to the beneficial ownership of Class A Common Stock by the Reporting Person (assuming the exercise of stock options exercisable within 60 days and the conversion of all shares of Class B Common Stock and Series B Preferred Stock which are either held or subject to options exercisable within 60 days). Voting Dispositive Power Power Total ---------------- ------------------ (Percent of Sole Shared Sole Shared Shares Outstanding) ---- ------ ---- ------- ------------------- Alfred R. Camner 1,940,972 217,742 1,860,097 210,486 2,158,715 (10.9%) (1) (2)(3)(4) (3)(4) - --------------------------- (1) Includes shares owned by Earline Ford, which the Reporting Person has been granted an irrevocable proxy to vote. (2) Includes shares which are held or may be acquired by Anne Camner, the Reporting Person's wife. The Reporting Person has been granted voting power for these shares under a revocable proxy. (3) Includes shares which are held or may be acquired by Anne Solloway, the Reporting Person's mother. The Reporting Person has been granted voting and dispositive power under a durable family power of attorney as to all shares held by Anne Solloway. (4) Includes shares which are held by an irrevocable trust for the benefit of the Reporting Person's descendants, of which the Reporting Person is trustee, and shares held by the Camner Family Charitable Foundation, Inc., a non-profit charitable foundation of which the Reporting Person is a director. Anne Camner is a United States citizen and private investor whose address is 550 Biltmore Way, Suite 700, Coral Gables, Florida 33134. Anne Camner during the last five years has not (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Anne Solloway is a United States citizen and private investor and whose address is 550 Biltmore Way, Suite 700, Coral Gables, Florida 33134. Anne Solloway during the last five years has not (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 5 of 8 pages See Exhibit 1 for information on the Reporting Person's transactions in the class of securities reported. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 5. In addition, on February 14, 2001, the Reporting Person and Earline Ford entered into an Agreement under which Earline Ford agreed to sell shares of Series B Preferred Stock and Class B Common Stock to the Reporting Person and granted the Reporting Person a proxy to vote her shares of Class B Common Stock. Item 7. Material to Be Filed as Exhibits Exhibit 99.1 Description of transactions in the Corporation's stock by the Reporting Person. Exhibit 99.2 Agreement dated February 14, 2001 between Alfred Camner and Earline Ford. Page 6 of 8 pages Signature. - --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 21, 2001 /s/ Alfred R. Camner ------------------------- Alfred R. Camner Page 7 of 8 pages EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Description of transactions in the Corporation's stock by the Reporting Person. 99.2 Agreement dated February 14, 2001 between Alfred R. Camner and Earline G. Ford. Page 8 of 8 pages EX-99.1 2 0002.txt Exhibit 99.1 This amended Schedule 13D has been filed to reflect acquisitions of securities by the Reporting Person which in the aggregate increase the Reporting Person's beneficial ownership of the Class A Common Stock by one percent or more since the last amendment. Set forth below is a summary of the Reporting Person's acquisitions in the Corporation's stock since December 17, 1999 (the date of the last transaction reported in Amendment No. 8 to this Schedule 13D). The stock and stock options granted by the Corporation as indicated below have been granted under the Corporation's 1996 Incentive Compensation and Stock Award Plan (the "1996 Plan") as bonuses for services rendered as a director or officer of the Corporation. All transactions were effected at the Corporation's principal executive offices in Coral Gables, Florida.
Number of Number of Shares Shares Price Per Description of Date Acquired Disposed Share Transaction Effected - -------- --------------------- ---------- --------- ------------------------------------------------- 2/28/01 1,500 -- The Reporting Person's mother was granted an option under the 1996 Plan to purchase 1,500 shares of Class A Common Stock at an exercise price of $9.875, for directors' fees. 2/16/01 208 $3.317 The Reporting Person and his mother each exercised an option to purchase 104 shares of Class A Common Stock. 2/16/01 234 $3.114 The Reporting Person and his mother each exercised an option to purchase 117 shares of Class A Common Stock. 2/16/01 234 $3.135 The Reporting Person and his mother each exercised an option to purchase 117 shares of Class A Common Stock. 2/16/01 276 $3.231 The Reporting Person and his mother each exercised an option to purchase 138 shares of Class A Common Stock. 2/16/01 29,095 $3.317 The Camner Family Charitable Foundation, of which the Reporting Person is a trustee, exercised an option to purchase 29,095 shares of Class B Common Stock. 2/14/01 48,029 $7.5032 Purchase of 40,550 shares of Class B Common Stock and 5,000 shares of Series B Preferred Stock with personal funds in a private transaction, for investment purposes. 12/8/01 70,000 $6.9375 Grant of 70,000 restricted shares of Class A Common Stock under the 1996 Plan, as a bonus in connection with the Reporting Person's employment agreement. 10/25/00 75,000 -- Option to purchase 75,000 shares of Class A Common Stock at an exercise price of $7.50 per share, granted under the 1996 Plan as a bonus for fiscal 2000 services. This option is not exercisable within 60 days. 11/29/00 1,500 -- The Reporting Person's mother was granted an option under the 1996 Plan to purchase 1,500 shares of Class A Common Stock at an exercise price of $6.875, for directors' fees. 8/30/00 1,500 -- The Reporting Person's mother was granted an option under the 1996 Plan to purchase 1,500 shares of Class A Common Stock at an exercise price of $7.4375, for directors' fees. 5/24/00 1,500 -- The Reporting Person's mother was granted an option under the 1996 Plan to purchase 1,500 shares of Class A Common Stock at an exercise price of $6.375, for directors' fees. 2/16/00 1,500 -- The Reporting Person's mother was granted an option under the 1996 Plan to purchase 1,500 shares of Class A Common Stock at an exercise price of $7.0312, for directors' fees.
EX-99.2 3 0003.txt AGREEMENT This agreement ("Agreement") dated as of this 14th day of February, 2001 is by and between Alfred R. Camner ("Camner") and Earline G. Ford ("Ford"). WHEREAS, Ford owns, directly or indirectly, the following shares of BankUnited Financial Corporation's Noncumulative Convertible Preferred Stock, Series B (the "Preferred Stock") and Class B Common Stock (the "Class B Stock"): 5,000 Preferred Stock 90,875 Class B Stock WHEREAS, Ford holds options to purchase from the Company 30,550 shares of Class B Stock (the "Initial Options") as follows: No. of Class B Stock Exercise Price Expiration Date -------------------- -------------- --------------- 10,184 $3.317 2/20/01 20,366 $3.54 1/31/02 WHEREAS, Ford has independently determined to and is exercising the Initial Options simultaneously with the execution of this Agreement; WHEREAS, Camner wishes to purchase the 5,000 shares of Preferred Stock and the 90,875 shares of Class B Stock that Ford presently owns and the 30,550 shares of Class B Stock that Ford is acquiring by exercise of the Options, and Ford wishes to sell the 5,000 shares of Preferred Stock and 121,425 shares of Class B Stock to Camner; WHEREAS, Camner owns, directly or indirectly, shares of BankUnited Financial Corporation Class A Common Stock (the "Class A Stock") in an amount in excess of 80,875 shares; WHEREAS, Ford has the right to purchase 338,100 shares of Class B Stock, pursuant to various other stock option agreements (the "Other Stock Option Agreements") as follows: No. of Shares Exercise Price Expiration Date ------------- -------------- --------------- 27,600 $7.25 12/11/02 35,500 $7.25 12/13/03 40,500 $5.73 1/30/05 40,500 $5.73 9/30/05 45,500 $7.2375 11/14/06 5,000 $7.25 4/01/06 1 No. of Shares Exercise Price Expiration Date ------------- -------------- --------------- 7,500 $7.25 7/18/06 45,500 $7.25 11/14/06 12,000 $7.25 5/12/07 3,000 $7.25 6/16/07 45,500 $7.25 10/27/07 5,000 $7.25 3/16/08 25,000 $7.25 10/14/08 WHEREAS, Ford and Camner have determined that it is in their respective best interests that upon Ford's election, in her sole discretion, to exercise her rights in whole or in part to acquire shares of Class B Common Stock pursuant to any or all of the Other Stock Option Agreements, that Ford hereby grant Camner a right of first refusal to purchase all or any portion of such shares of Class B Common Stock receivable upon exercise of such Other Stock Option Agreements. NOW THEREFORE, it is agreed as follows: 1. Initial Purchase and Sale; Purchase Price; Closing. 1.1 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Initial Closing (as defined below) Ford shall sell, assign, transfer and deliver to Camner, and Camner shall purchase from Ford all of her right, title and interest in and to the 5,000 shares of Preferred Stock and 40,550 shares of Class B Stock, (together, the "Initial Shares") free and clear of all liens, claims, charges, pledges, security interests or other encumbrances of any nature whatsoever, excluding any applicable legends or restrictions required by U.S. securities laws ("Liens"). 1.2 Purchase Price. In consideration of the sale, assignment, transfer and delivery of the Initial Shares by Ford, Ford shall be entitled to receive as the purchase price, $360,375 (the "Purchase Price"), by cashier's check or wire transfer. 1.3 The Initial Closing. The consummation of the transactions contemplated by Section 1 of this Agreement (the "Initial Closing") shall take place simultaneously with the execution of this Agreement at the offices of Camner, Lipsitz and Poller, P.A., 550 Biltmore Way, Coral Gables, Florida 33134, or at such other time and place as the parties may mutually agree upon. At the Initial Closing, Ford shall effect the sale of the Initial Shares, as herein provided, by delivery to Camner of stock certificates representing the Initial Shares, duly endorsed in blank for transfer and Camner shall effect the purchase of the Initial Shares as herein provided, by delivery to Ford of the Purchase Price as provided in Section 1.2 hereof. In addition, at the Initial Closing the parties shall deliver to each other such other documents and instruments as each party may reasonably request from the other party in order to consummate the transactions contemplated herein. 2 2. Exercise of Options. On the Initial Closing Date, Ford shall take whatever steps are necessary to exercise the Initial Options simultaneously with the execution of this Agreement. 3. Second Purchase and Sale; Purchase Price; Second Closing. 3.1 Second Purchase and Sale. Subject to the terms and conditions set forth herein, at Camner's election and request, which shall take place no sooner than six months and no later than seven months after the Initial Closing, Ford shall sell, assign, transfer and deliver to Camner, and Camner shall purchase from Ford, all of her right, title and interest in and to 80,875 shares of Class B Stock (the "Second Shares"), free and clear of Liens. 3.2 Purchase Price. In consideration of the sale, assignment, transfer and delivery of the Second Shares by Ford, Camner shall sell, assign, transfer and deliver to Ford 80,875 shares of Class A Stock, free and clear of all Liens. 3.3 Second Closing. The consummation of the transactions contemplated by Section 3 of this Agreement (the "Second Closing") shall take place at a date to be selected by Camner which shall be no sooner than six months and no later than seven months from the date of the Initial Closing, at the offices of Camner, Lipsitz and Poller, P.A. or at such other time and place as the parties may mutually agree upon. At the Second Closing, Ford shall effect the sale of the Second Shares to Camner and Camner shall effect the sale of 80,875 shares of Class A Stock to Ford in the same manner as provided for the sale of the Initial Shares in Section 1.3 hereof. 4. Right of First Refusal. 4.1 Right of First Refusal. Except as set forth in Schedule A, Ford hereby grants Camner an exclusive right of first refusal to purchase any or all shares of Class B Stock now owned or hereafter acquired by Ford, including any shares of Class B Stock acquired by Ford pursuant to stock splits, stock dividends or similar events, and the exercise of any of the Other Stock Option Agreements (collectively, the "Additional Stock"). In the event that Ford desires to sell, transfer or dispose of shares of such Additional Stock, Ford will give Camner written notice of her intent to sell (each, a "Disposition Notice"), which shall describe the number of shares of Additional Stock to be disposed of (the "Subject Shares") and the manner of disposition, provided however that no such Disposition Notice shall be sent and no sale shall be consummated sooner than six months and 15 days after the Second Closing, nor sooner than six months and fifteen days from any previous Disposition Notice. 4.2 Exercise of Rights. Camner shall notify Ford within two business days of the date the Disposition Notice is received, whether he intends to purchase the Subject Shares. If Camner elects to purchase any or all of the Subject Shares, then the per share purchase price (the "Price Per Share") will be the average of the high and low sale prices of the Class A Stock as quoted on NASDAQ on the day prior to the closing of the purchase, or if no trades occur on such day, on the last day that the Class A Stock was traded on NASDAQ prior to the date of the closing of the 3 purchase. Alternatively, at Camner's option, some or all of the purchase price may be paid in Class A Stock, valued on a one for one basis with the Class B Stock. The closing on the purchase will be the next business day after Camner notifies Ford of his election to purchase the Subject Shares. If the Closing does not occur on such date for any reason not caused by Ford, but does occur within five business days thereafter, and the per share price (determined in the manner set forth herein) on the day of the Closing is less than the per share price on the third business day after the Disposition Notice, then Camner will reimburse Ford for the difference in the per share price multiplied by the number of Subject Shares. The procedures for the Exercise of Options and Purchase/Sale of Additional Stock are set forth in Exhibit A. 4.3 Effect of Non-Exercise. In the event Camner declines to purchase some or all of the Additional Stock, Ford agrees to convert any of the Additional Stock into shares of Class A Common Stock prior to sale to a third party. The right of first refusal shall be applicable each time that Ford determines to sell any of the Additional Stock, including any of the Subject Shares which Ford does not sell within 10 business days of the Notice, and Camner's refusal to buy shall not negate his rights as to future purchases. 5. Grant of Irrevocable Proxy. Except with respect to those shares set forth in Schedule A, Ford hereby irrevocably constitutes and appoints Camner as her proxy, with full power of substitution, and grants Camner an irrevocable proxy, coupled with an interest, to vote or take any action by consent, in Camner's sole discretion, with respect to all shares of Class B Common Stock or other securities now or hereafter held by Ford and subject to this Agreement. 6. Restrictions on Transfer or Conversion of Class B Stock by Ford. 6.1 Except as otherwise provided in this Agreement, or on Schedule A, Ford will not sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way, including by conversion into Class A Stock, all or any part of any interest in shares of Class B Stock now or hereafter owned or held by Ford unless requested to do so by Camner by written notice and any such sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition or conversion (into Class A Stock) of Class B Stock by Ford shall be null and void, and the Company shall notify the Transfer Agent for its securities not to accept or recognize any transfer not in accordance with this Agreement. 6.2 Restrictive Legends. Except as provided in Schedule A, upon the execution of this Agreement, the certificates representing the shares and other securities subject hereto shall be surrendered to the Company or its transfer agent and registrar, and endorsed (in addition to any other applicable endorsements or legends) substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS IN AN AGREEMENT, DATED AS OF FEBRUARY 14, 2001, BY AND BETWEEN ALFRED R. CAMNER AND EARLINE G. FORD. SUCH AGREEMENT GRANTS ALFRED R. CAMNER 4 CERTAIN OPTIONS AND RIGHTS TO PURCHASE THE SECURITIES REPRESENTED HEREBY, LIMITS OTHER TRANSFERS CONVERSIONS OR EXCHANGES OF SUCH SECURITIES OR ANY INTEREST THEREIN, AND GRANTS ALFRED R. CAMNER AN IRREVOCABLE PROXY COUPLED WITH AN INTEREST TO VOTE SUCH SECURITIES. A COPY OF THIS AGREEMENT IS ON FILE IN THE REGISTERED OFFICE OF THE COMPANY WHERE IT MAY BE INSPECTED. NO TRANSFER OR ENCUMBRANCE OF THE SHARES REPRESENTED HEREBY OR ANY INTEREST THEREIN MAY BE MADE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT." In addition, the certificates may bear such additional legends as Camner may reasonably require to effect this Agreement, including, without limitation, legends required by, or appropriate with respect to the rules and regulation of, any federal, foreign or other securities authorities. After endorsement, the certificates shall be returned Ford who shall, subject to the terms of this Agreement, otherwise shall be entitled to exercise all right of ownership of such securities. All certificates for securities that are subject to this Agreement hereafter newly issued or transferred during the term of this Agreement shall bear similar legends. 6.3 Restrictions in Books and Records. A copy of this Agreement shall be provided to the Company which shall maintain copies at its registered and principal offices. The Company and its transfer agent and registrar shall be instructed to restrict transfers of the securities covered hereby and any interest therein to only those transfers expressly permitted hereunder, and not to make any transfers of such securities or any interest therein in any manner inconsistent herewith. 7. Termination. This Agreement shall terminate at such time as Ford no longer owns any Class B Stock nor has any rights to purchase any Class B Stock; provided, however, that it shall terminate upon a change in control (as defined in the Other Stock Option Agreements) pursuant to which the Class B Stock will be converted into cash. 8. Miscellaneous. 8.1 Notices. Any notice, request or other communication required or permitted under this Agreement shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid overnight courier to the parties at the addresses set forth below their names (or at such other addresses as shall be specified by the parties by like notice). 5 If to Camner: Mr. Alfred Camner BankUnited Financial Corporation 255 Alhambra Circle Coral Gables, Florida 33134 If to Ford: Mrs. Earline Ford 20490 N.E. 22nd Court Miami, Florida 33180-1343 8.2 Further Assurances. The parties shall deliver any and all other instruments or documents required to be delivered pursuant to, or necessary or proper in order to give effect to, the provisions of this Agreement, including without limitation, all necessary stock powers and such other instruments of transfer as may be necessary or desirable to transfer ownership of the shares and to consummate the transactions contemplated by this Agreement. 8.3 Entire Agreement. This Agreement contains every obligation and understanding between the parties relating to the subject matter hereof and supercedes all prior discussions, negotiations and agreements, if any, between them, and none of the parties shall be bound by any representations, warranties, covenants, or other understandings, other than as expressly provided or referred to herein. 8.4 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns. No party hereto may assign this Agreement or any rights hereunder, in whole or in part, except that Buyer may assign this Agreement to any of its Affiliates; provided, however, that any assignee shall assume the assignor's obligations hereunder, and no such assignment shall release the assigning party from its obligations hereunder without the prior written consent of the other parties hereto. 8.5 Stock Split, Stock Dividend, Recapitalization. In the event that there is a change (or a record date has been established for a change) in the number or kind of shares of Class A Stock or Class B Stock (together the "Common Stock") issued and outstanding prior to the Initial Closing, the Second Closing or Camner's exercise of his Rights of First Refusal pursuant to Section 4, as a result of a stock split, stock dividend, recapitalization, reclassification, reorganization or similar transaction with respect to the outstanding Common Stock, then the Common Stock to be purchased and sold by Camner and Ford and the prices for same shall be similarly adjusted. 8.6 Waiver and Amendment. Any representation, warranty, covenant, term or condition of this Agreement which may legally be waived, may be waived, or the time of 6 performance thereof extended, at any time by the party hereto entitled to the benefit thereof, and any term, condition or covenant hereof may be amended by the parties hereto at any time. Any such waiver, extension or amendment shall be evidenced by an instrument in writing executed on behalf of the appropriate party. No waiver by any party hereto of its rights under any provision of this Agreement shall constitute a waiver of such party's rights under such provisions at any other time or a waiver of such party's rights under any other provision of this Agreement. No failure by any party hereto to take any action against any breach of this Agreement or default by another party shall constitute a waiver of the former party's right to enforce any provision of this Agreement or to take action against such breach or default or any subsequent breach or default by such other party. 8.7 No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any Person other than the parties hereto and their respective heirs, personal representatives, legal representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 8.8 Severability. In the event that any one or more of the provisions contained in this Agreement shall be declared invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect, and such invalid, void or unenforceable provision shall be interpreted as closely as possible to the manner in which it was written. 8.9 Expenses. All expenses (including, without limitation, legal fees and expenses, broker and finder fees, and fees and expenses of accountants) incurred by each party in connection with the transactions contemplated hereby will be borne by the party incurring such expense. 8.10 Headings. Article titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 8.11 Counterparts. This Agreement may be executed in two counterparts, both of which shall be deemed an original but both of which together shall constitute one and the same instrument. 8.12 Injunctive Relief. The parties acknowledge and agree that the breach or threatened breach of a party's obligations hereunder may result in irreparable damage to the nonbreaching party. Accordingly, the parties agree that in the event of a breach or attempted breach of this Agreement, the nonbreaching party shall be entitled to equitable relief including, without limitation, a temporary restraining order, injunctive relief, specific performance or other equitable remedies in addition to all other remedies provided hereunder or available to the parties hereto at law or in equity. 7 8.13 Governing Law. This Agreement has been entered into and shall be construed and enforced in accordance with the laws of the State of Florida without reference to the choice of law principles thereof. IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Agreement as of the day and year first above written. /s/ Alfred R. Camner ------------------------------------- ALFRED R. CAMNER /s/ Earline G. Ford ------------------------------------- EARLINE G. FORD 8 Schedule A 1. BankUnited Financial Corporation Stock Certificate #BUB0200 for 25,894 shares of BankUnited Class B Stock is being held as collateral by Kislak National Bank in connection with two loans to Earline G. Ford in the amounts of $150,000 and $90,000. Part of the proceeds from the Initial Closing will be used to pay off this loan, at which time the shares represented by this Certificate shall be subject to all the restrictions set forth in the Agreement. 2. The Stock Option which expires on December 11, 2002 is for the purchase of a total of 36,500 shares of Class B Common Stock, including 11,500 shares which are not subject to any of the provisions of this Agreement. The right to purchase the remaining 27,000 shares is subject to this Agreement. 3. Shares held by Gruntal & Co., LLC in an IRA account will not be subject to Section 6.2. Exhibit A Procedures For Exercise of Options and Purchase/Sale of Additional Stock 1. No later than the next business day following notification of his election to purchase the Subject Shares, Camner will order that registered ownership of the shares of Class A Stock to be paid as the purchase price to Ford be transferred on the records of BankUnited Financial Corporation's (the "Company's") transfer agent, and order delivery of physical or electronic evidence of Ford's ownership to Ford's designated brokerage account. Camner will advise the Company and the transfer agent in writing of the date of transfer of the Class A Stock (the "Date of Transfer"). 2. Ford will provide written notice to the Company exercising the options for the Subject Shares, and identifying the options by optionee, date of grant, number of shares, class of stock and exercise price. The notice shall also include an authorization and release, in form satisfactory to the Company, authorizing the Company to issue the Subject Shares registered to Camner's ownership and deliver such shares to Camner, and releasing the Company from any liability for such issuance and delivery. 3. On the same date that Ford gives the Company notice of her option exercise, Camner will deliver a guarantee to the Company, in a form satisfactory to the Company, guaranteeing payment of Ford's option exercise price, including any federal income tax, social security and medicare tax payments required. 4. The Company will instruct its transfer agent in writing to issue the Subject Shares registered to Camner's ownership as of the Date of Transfer, and deliver the certificates for the Subject Shares to Camner. The instructions shall include Camner's name, address, tax identification number and delivery instructions. 5. The full option exercise price, including any federal income tax, social security and medicare tax payments required, shall be paid to the Company as soon as possible after the exercise of the options, but in no event later than the earlier of either 7 business days after the exercise of the option, or the last business day of the calendar quarter during which the options are exercised. 6. Camner will hold the Company harmless from and against any claims, suits or actions arising as a result of its actions, inactions or omissions in regard to these procedures. Agreed to: BankUnited Financial Corporation By:/s/ Humberto Lopez -------------------------------------------------- Addendum to Agreement Dated February 14, 2001 This Addendum is made by and between Alfred R. Camner and Earline G. Ford and is hereby attached to and incorporated by reference into the Agreement dated as of the 14th day of February, 2001 (the "Agreement") by and between Camner and Ford. This Addendum is effective as of February 14, 2001 (the "Effective Date"). WHEREAS, Ford is selling Camner, at the Initial Closing, 5,000 shares of Noncumulative Convertible Preferred Stock, Series B, of which 2,500 shares (the "Series B IRA Shares") are held in Ford's IRA account; and WHEREAS, in order to avoid a taxable transaction under the rules governing IRA accounts, the cash purchase price of the Series B IRA Shares must be paid directly by Camner to Ford's IRA account; and WHEREAS, the Agreement provides for a Second Closing, if Camner elects to purchase additional shares, at which time Ford will sell Camner additional shares of stock, including shares of Class B Common Stock held in Ford's IRA account (the "Class B IRA Shares"), for a purchase price payable in shares of Class A Common Stock; NOW, THEREFORE, BE IT MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: 1. Notwithstanding any provisions of the Agreement to the contrary $28,125 (Twenty-eight thousand one hundred twenty-five Dollars) of the total purchase price of $360,375 payable by Camner at the Initial Closing shall be paid by Camner to Ford's IRA account. 2. In the event that Camner inadvertently pays Ford or any account of Ford other than her IRA account, any portion of the purchase price of the Series B IRA Shares, Ford shall immediately return such payment to Camner for payment by Camner directly to Ford's IRA account. 3. Notwithstanding any provision of the Agreement to the contrary, if Camner elects to purchase additional shares, at the Second Closing Camner shall deliver 4,338 shares of the total purchase price of 80,875 shares of Class A Common Stock to Ford's IRA account in payment of the purchase price for the Class B IRA Shares. 4. All terms used but not defined herein shall have the meanings specified in the Agreement. IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Addendum as of the Effective Date hereof. /s/ Alfred R. Camner ------------------------------------- ALFRED R. CAMNER /s/ Earline G. Ford ------------------------------------- EARLINE G. FORD -----END PRIVACY-ENHANCED MESSAGE-----