Common use of Long-Term Incentive Award Clause in Contracts

Long-Term Incentive Award. As soon as reasonably practicable following the end of each twelve month performance period (commencing on July 1 and ending on June 30) during the Employment Term (each such period, a “Performance Period”), Executive shall be eligible to receive a long-term incentive award in the form of Performance Shares (as defined in the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan (the “Plan”)). The target grant date value of each annual Performance Share award shall be $340,000 (the “Target LTI Award”), with the grant date value of each award to be determined by the Compensation Committee as soon as reasonably practicable following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) (the date of such determination, the “LTI Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share Award”). The applicable performance criteria with respect to each Performance Period shall be established by the Compensation Committee in consultation with Executive; provided that, with respect to the Performance Period commencing July 1, 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent years, in all cases subject to Executive’s continued employment with the Company, except as set forth in the applicable award agreement. Each Annual Performance Share Award shall be subject to the terms and conditions of the Plan and the applicable award agreement, which award agreement shall be substantially in the form attached hereto as Exhibit A. In the event of a Change in Control (as defined in the Plan), a number of fully vested Performance Shares with a value equal to the Target LTI Award shall be issued, in respect of the Performance Period in effect at the time of the Change in Control, immediately prior to consummation of such Change in Control. Any rights to an Annual Performance Share Award in respect of a future Performance Period following the Change in Control shall immediately be forfeited without consideration.

Long-Term Incentive Award. As soon as reasonably practicable following Subject to Executive’s continued employment through the end of each twelve month performance period (commencing on July 1 and ending on June 30) during the Employment Term (each such period, a “Performance Period”)grant date, Executive shall be eligible to receive a long-term equity incentive awards on an annual basis at the Compensation Committee’s discretion, the grants of which are expected to occur in the first quarter of the applicable year. For fiscal year 2025, the long-term incentive award in the form awards shall have a target grant date fair value of Performance Shares (no less than $1,800,000 and shall be made as defined in the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan soon as practicable following shareholder approval of an omnibus equity incentive plan (the “Plan”), subject to the timing requirements described herein to determine the number of shares and units to be awarded. The fiscal year 2025 long-term equity incentive awards shall be granted to Executive as an award of time-based restricted common stock of the Company (the “Time-Based Award”) and an award of performance-based restricted stock units (“RSUs”) relating to common stock of the Company (the “Performance-Based Award” and, together with the Time-Based Award, the “2025 Awards”) at the discretion of the Compensation Committee. No less than fifty percent (50%) of the 2025 Awards shall be a Time-Based Award. The number of time-based restricted shares of common stock granted for fiscal year 2025 shall be based on the Company’s volume-weighted average price for the sixty (60)-days following the Company’s listing on a public stock exchange; subsequent time-based restricted shares of common stock shall be based on the Company’s five (5)-day closing stock price prior to the date of grant. The number of performance-based RSUs granted for fiscal year 2025 shall be based on the Mxxxx-Xxxxx or similar third-party valuation that is required for GAAP purposes. The performance objectives and other terms and conditions of the 2025 Performance-Based Award will be reasonably determined by the Board or the Compensation Committee in good faith. The 2025 Time-Based Award will vest ratably on an annual basis over a three (3)-year period commencing on the Effective Date, subject to Executive’s continuous employment through the applicable vesting dates (except as otherwise provided in Section 6(a), (b), (c) of this Agreement). The target grant date value 2025 Awards will be granted under, and will be subject to, the terms of each the Company’s Plan and award agreements. If the Company’s shareholders do not approve the Plan at the Company’s annual Performance Share award shall be $340,000 shareholder meeting in Fiscal 2025 (the “Target LTI AwardAnnual Meeting”), then the 2025 Awards will be deemed granted and automatically convert into a deferred cash based award equal to at least $1,800,000 with the grant date value of each award one third (equal to be determined by the Compensation Committee as soon as reasonably practicable following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending $600,000) vesting and payable on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) (the date of such determination, the “LTI Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share Award”). The applicable performance criteria with respect to each Performance Period shall be established by the Compensation Committee in consultation with Executive; provided that, with respect to the Performance Period commencing July 1, 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent yearsfiscal year 2025, in all cases fiscal year 2026 and fiscal year 2027 respectively, subject to Executive’s continued employment with the Company, except as set forth in through the applicable award agreement. Each Annual Performance Share Award shall be subject to the terms and conditions of the Plan and the applicable award agreement, which award agreement shall be substantially in the form attached hereto as Exhibit A. In the event of a Change in Control (as defined in the Plan), a number of fully vested Performance Shares with a value equal to the Target LTI Award shall be issued, in respect of the Performance Period in effect at the time of the Change in Control, immediately prior to consummation of such Change in Control. Any rights to an Annual Performance Share Award in respect of a future Performance Period following the Change in Control shall immediately be forfeited without considerationvesting date.

Long-Term Incentive Award. As soon as reasonably practicable following the end of each twelve month performance period (commencing on July 1 and ending on June 30a) during the Employment Term (each such period, a “Performance Period”), Executive shall be eligible to receive a long-term incentive award in the form of Performance Shares (as defined in the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan (the “Plan”)). The target grant date value of each annual Performance Share award shall be $340,000 (the “Target LTI Award”), with the grant date value of each award to be determined by the Compensation Committee as soon as reasonably practicable following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) (the date of such determination, the “LTI Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share Award”). The applicable performance criteria with respect to each Performance Period shall be established by the Compensation Committee in consultation with Executive; provided that, with respect to the Performance Period commencing July 1, 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent years, in all cases subject to Executive’s continued employment with the Company, except as set forth in the applicable award agreement. Each Annual Performance Share Award shall be subject Subject to the terms and conditions of the Plan and this Agreement, the applicable award agreementCompany hereby awards to the Participant an LTP Award which shall entitle the Participant to payment of a bonus based upon the achievement of Performance Goals established by the Committee, a bonus computation formula and other factors set forth in Exhibit A to this Agreement which award agreement is incorporated herein by reference. The LTP Award shall be substantially subject to forfeiture as described in Section 5 of this Agreement. (b) In order for the form attached hereto as Participant to be eligible to receive the bonus which the Participant may otherwise earn pursuant to the LTP Award, the Participant must execute and deliver a copy of this Agreement and a copy of Exhibit A. A to the Company within ten (10) business days of the date on which the Participant has received this Agreement. In the event of a Change in Control (as defined in that this Agreement is executed by the Plan), a number of fully vested Performance Shares with a value equal Company and the Participant prior to the Target LTI Award completion of Exhibit A, the Company and the Participant shall complete Exhibit A within a reasonable time. The Participant shall not be issued, entitled to any bonus under this Agreement except in respect accordance with the achievement of the Performance Period Goals and other factors with respect to such bonus set forth on Exhibit A to this Agreement. For purposes of this Agreement, “Performance Goals” may include absolute or relative growth in effect at the time earnings per share, rate of return on stockholders’ equity, earnings per share, total stockholder return relative to peers, water quality, customer satisfaction, customer growth or other measurement of the Change in ControlCompany’s performance. (c) At the completion of the applicable Award Period (or as promptly as practicable thereafter), immediately prior the Committee shall determine the extent to consummation which such Performance Goals have been achieved, and shall calculate the amount of Performance Share or Cash Units earned with respect to Participant’s LTP Award hereunder. The amount of the LTP Award hereunder shall become earned or forfeited, as the case may be, as of the date of such Change in Control. Any rights to an Annual Performance Share Award in respect determination. (d) Notwithstanding the acceptance of Exhibit A by the Company and the Participant, as evidenced by their execution and attachment hereto of a future copy thereof, the Performance Period following Goals applicable to the Change LTP Award may be adjusted as the Committee deems necessary or appropriate in Control shall immediately be forfeited without considerationthe manner permitted by and subject to the Plan.

Long-Term Incentive Award. As soon Effective as reasonably practicable following of the end Effective Date, you will receive an award of each twelve month performance period 1,000,000 Restricted Stock Units (commencing on July 1 and ending on June 30the “Initial RSU Grant”) during under the Employment Term (each such period, a “Performance Period”), Executive shall be eligible to receive a long-term incentive award in the form of Performance Shares (as defined in the BankUnited, Inc. 2010 2016 Omnibus Equity Incentive Plan (As Amended and Restated as of August 8, 2018) (the “Incentive Plan”)). The target grant date value of each annual Performance Share award shall be $340,000 (the “Target LTI Award”), with the grant date value of each award to be determined by the Compensation Committee as soon as reasonably practicable following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) (the date of such determination, the “LTI This Initial RSU Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share Award”). The applicable performance criteria with respect to each Performance Period shall be established by the Compensation Committee in consultation with Executive; provided that, with respect to the Performance Period commencing July 1, 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent years, in all cases subject to Executive’s continued employment with the Company, except as set forth in the applicable award agreement. Each Annual Performance Share Award shall will be subject to the terms and conditions of the Plan Incentive Plan, and will (i) be settled in shares of the Corporation’s common stock upon vesting, and (ii) vest in three equal installments on each of the first, second, and third anniversaries of the Effective Date (the “Vesting Dates”). Notwithstanding the preceding sentence, if Executive’s employment is terminated for any reason before the Compensation Date, Executive shall forfeit all of the Initial RSU Grant, and if Executive’s employment is terminated after the Compensation Date but before the third Vesting Date, (x) for any reason other than Cause (as defined in the Incentive Plan), an additional portion of the unvested Initial RSU Grant shall be vested, equal to the product of the number of the Initial RSU Grant shares that are not vested as of Executive’s employment termination, multiplied by a fraction, the numerator of which is the number of days between the Effective Date and the applicable award agreementdate of Executive’s employment termination, and the denominator of which award agreement is 1095, and (y) for Cause, Executive shall be substantially in forfeit all of the form attached hereto as Exhibit A. In the event of Initial RSU Grant, including any vested portion. Upon a Change in Control (as defined in the Incentive Plan)) the Initial RSU Grant shall vest in full and, a number of fully vested Performance Shares with a value equal to if Executive’s employment is terminated for any reason other than Cause (as defined in the Target LTI Award shall be issued, in respect of Incentive Plan) either during (x) the Performance Period in effect at 12 months immediately following or (y) the time of three months immediately preceding the Change in Control, immediately prior Executive shall receive a lump sum payment equal to consummation 1 times the sum of such Change the Base Salary and the Target Bonus, which would be in Control. Any rights to an Annual Performance Share Award in respect lieu of a future Performance Period following any payments or benefits under the Change in Control shall immediately be forfeited without considerationCorporation’s Special Severance Plan and any other plan or program providing severance.

Long-Term Incentive Award. As soon as reasonably practicable following For each calendar year during the Term that the Executive is employed by the Company, the Company shall provide Executive a long term equity incentive award (the “Long Term Incentive Award”); provided Executive shall only be entitled to receive a Long Term Incentive Award with respect to a calendar year if Executive remains employed by the Company at the end of each twelve month performance period (commencing on July 1 such calendar year. For calendar years 2012 and ending on June 30) during 2013, the Employment Term (each such periodaward will consist of restricted common shares of the Company, a “Performance Period”), Executive shall be eligible to receive a long-term incentive award in the form amount of Performance Shares (as defined in the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan (the “Plan”)). The target grant date value of each annual Performance Share award shall be $340,000 (the “Target LTI Award”), with the grant date value of each award to which will be determined by the Compensation Committee as soon as reasonably practicable in accordance with the Compensation Program. For calendar years during the Term following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) (the date of such determination2013, the award may be in any form of equity-based award authorized by the Company’s 2004 Equity Incentive Plan or any other equity-based plan as in effect from time to time (“LTI Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share AwardIncentive Plan”). The applicable performance criteria with respect to each Performance Period shall , the form and amount of which will be established determined by the Compensation Committee in consultation accordance with the Compensation Program and the Incentive Plan. The annual target Long Term Incentive Award for Executive will be 200,000 restricted common shares (subject to appropriate adjustments for splits, share dividends, recapitalizations, reorganizations or other similar events) or, if the award is another form of equity-based award, the reasonable equivalent thereof. The Compensation Program will establish metrics applicable to the business performance of the Company and the Executive; provided that’s performance which, along with the exercise of discretion by the Compensation Committee, will determine the amount of the Executive’s Long Term Incentive Award on an annual basis and whether a portion of the Long Term Incentive Award will be subject to performance-based metrics with respect to awards granted in 2014 and in subsequent years during the Performance Period commencing July 1, 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent years, in all cases subject to Executive’s continued employment with the Company, except as set forth in the applicable award agreementTerm. Each Annual Performance Share Long Term Incentive Award shall be subject to the terms Incentive Plan pursuant to which such Long Term Incentive Award is granted and conditions of the Plan and the applicable award agreement, which any award agreement shall be substantially pursuant to which such Long Term Incentive Award is granted. For awards in the form attached hereto as Exhibit A. In of restricted shares, one-third (1/3) of the event common shares underlying each Long Term Incentive Award shall vest on each of a Change in Control the first (as defined in the Plan1st), a number second (2nd) and third (3rd) anniversary of fully vested Performance Shares with a value equal the date of such award, provided that the Executive is employed by the Company on the applicable date of vesting. With respect to other forms of equity-based awards and restricted share awards granted in 2014 and subsequent years, the Compensation Committee may establish performance-based metrics applicable to the Target LTI Award shall be issued, in respect business performance of the Performance Period Company in effect at addition to any time based vesting. The Company shall issue to Executive the time Long Term Incentive Award no later than thirty (30) days after the completion of the Change in Controlaudit of the Company’s annual financial statements for the applicable calendar year, immediately prior to consummation but no later than March 15 of such Change in Control. Any rights to an Annual Performance Share Award in respect of a future Performance Period the calendar year following the Change in Control shall immediately end of the calendar year for which such award has been earned. Notwithstanding the foregoing, Executive’s Long Term Incentive Award for calendar year 2012 will be forfeited without considerationbased on the full calendar year.

Long-Term Incentive Award. As soon as reasonably practicable following For each calendar year during the Term that the Executive is employed by the Company, the Company shall provide Executive a long term equity incentive award (the “Long Term Incentive Award”); provided Executive shall only be entitled to receive a Long Term Incentive Award with respect to a calendar year if Executive remains employed by the Company at the end of each twelve month performance period (commencing on July 1 such calendar year. For calendar years 2012 and ending on June 30) during 2013, the Employment Term (each such periodaward will consist of restricted common shares of the Company, a “Performance Period”), Executive shall be eligible to receive a long-term incentive award in the form amount of Performance Shares (as defined in the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan (the “Plan”)). The target grant date value of each annual Performance Share award shall be $340,000 (the “Target LTI Award”), with the grant date value of each award to which will be determined by the Compensation Committee as soon as reasonably practicable in accordance with the Compensation Program. For calendar years during the Term following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) (the date of such determination2013, the award may be in any form of equity-based award authorized by the Company’s 2004 Equity Incentive Plan or any other equity-based plan as in effect from time to time (“LTI Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share AwardIncentive Plan”). The applicable performance criteria with respect to each Performance Period shall , the form and amount of which will be established determined by the Compensation Committee in consultation accordance with the Compensation Program and the Incentive Plan. The annual target Long Term Incentive Award for Executive will be 90,000 restricted common shares of the Company (subject to appropriate adjustments for share splits, dividends, recapitalizations, reorganizations or other similar events) or, if the award is another form of equity-based award, the reasonable equivalent thereof. The Compensation Program will establish metrics applicable to the business performance of the Company and the Executive; provided that’s performance which, along with the exercise of discretion by the Compensation Committee, will determine the amount of the Executive’s Long Term Incentive Award on an annual basis and whether a portion of the Long Term Incentive Award will be subject to performance-based metrics with respect to awards granted in 2014 and in subsequent years during the Performance Period commencing July 1, 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent years, in all cases subject to Executive’s continued employment with the Company, except as set forth in the applicable award agreementTerm. Each Annual Performance Share Long Term Incentive Award shall be subject to the terms Incentive Plan pursuant to which such Long Term Incentive Award is granted and conditions of the Plan and the applicable award agreement, which any award agreement shall be substantially pursuant to which such Long Term Incentive Award is granted. For awards in the form attached hereto as Exhibit A. In of restricted shares, one-third (1/3) of the event common shares underlying each Long Term Incentive Award shall vest on each of a Change in Control the first (as defined in the Plan1st), a number second (2nd) and third (3rd) anniversary of fully vested Performance Shares with a value equal the date of such award, provided that the Executive is employed by the Company on the applicable date of vesting. With respect to other forms of equity-based awards and restricted share awards granted in 2014 and subsequent years, the Compensation Committee may establish performance-based metrics applicable to the Target LTI Award shall be issued, in respect business performance of the Performance Period Company in effect at addition to any time based vesting. The Company shall issue to Executive the time Long Term Incentive Award no later than thirty (30) days after the completion of the Change in Controlaudit of the Company’s annual financial statements for the applicable calendar year, immediately prior to consummation but no later than March 15 of such Change in Control. Any rights to an Annual Performance Share Award in respect of a future Performance Period the calendar year following the Change in Control shall immediately end of the calendar year for which such award has been earned. Notwithstanding the foregoing, Executive’s Long Term Incentive Award for calendar year 2012 will be forfeited without considerationbased on the full calendar year.

Long-Term Incentive Award. As soon as reasonably practicable following For each calendar year during the Term that the Executive is employed by the Company, the Company shall provide Executive a long term equity incentive award (the “Long Term Incentive Award”); provided Executive shall only be entitled to receive a Long Term Incentive Award with respect to a calendar year if Executive remains employed by the Company at the end of each twelve month performance period (commencing on July 1 such calendar year. For calendar years 2012 and ending on June 30) during 2013, the Employment Term (each such periodaward will consist of restricted common shares of the Company, a “Performance Period”), Executive shall be eligible to receive a long-term incentive award in the form amount of Performance Shares (as defined in the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan (the “Plan”)). The target grant date value of each annual Performance Share award shall be $340,000 (the “Target LTI Award”), with the grant date value of each award to which will be determined by the Compensation Committee as soon as reasonably practicable in accordance with the Compensation Program. For calendar years during the Term following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) (the date of such determination2013, the award may be in any form of equity-based award authorized by the Company’s 2004 Equity Incentive Plan or any other equity-based plan as in effect from time to time (“LTI Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share AwardIncentive Plan”). The applicable performance criteria with respect to each Performance Period shall , the form and amount of which will be established determined by the Compensation Committee in consultation accordance with the Compensation Program and the Incentive Plan. The annual target Long Term Incentive Award for Executive will be 65,000 restricted common shares of the Company (subject to appropriate adjustments for share splits, share dividends, recapitalizations, reorganizations or other similar events) or, if the award is another form of equity-based award, the reasonable equivalent thereof. The Compensation Program will establish metrics applicable to the business performance of the Company and the Executive; provided that’s performance which, along with the exercise of discretion by the Compensation Committee, will determine the amount of the Executive’s Long Term Incentive Award on an annual basis and whether a portion of the Long Term Incentive Award will be subject to performance-based metrics with respect to awards granted in 2014 and in subsequent years during the Performance Period commencing July 1, 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent years, in all cases subject to Executive’s continued employment with the Company, except as set forth in the applicable award agreementTerm. Each Annual Performance Share Long Term Incentive Award shall be subject to the terms Incentive Plan pursuant to which such Long Term Incentive Award is granted and conditions of the Plan and the applicable award agreement, which any award agreement shall be substantially pursuant to which such Long Term Incentive Award is granted. For awards in the form attached hereto as Exhibit A. In of restricted shares, one-third (1/3) of the event common shares underlying each Long Term Incentive Award shall vest on each of a Change in Control the first (as defined in the Plan1st), a number second (2nd) and third (3rd) anniversary of fully vested Performance Shares with a value equal the date of such award, provided that the Executive is employed by the Company on the applicable date of vesting. With respect to other forms of equity-based awards and restricted share awards granted in 2014 and subsequent years, the Compensation Committee may establish performance-based metrics applicable to the Target LTI Award shall be issued, in respect business performance of the Performance Period Company in effect at addition to any time based vesting. The Company shall issue to Executive the time Long Term Incentive Award no later than thirty (30) days after the completion of the Change in Controlaudit of the Company’s annual financial statements for the applicable calendar year, immediately prior to consummation but no later than March 15 of such Change in Control. Any rights to an Annual Performance Share Award in respect of a future Performance Period the calendar year following the Change in Control shall immediately end of the calendar year for which such award has been earned. Notwithstanding the foregoing, Executive’s Long Term Incentive Award for calendar year 2012 will be forfeited without considerationbased on six (6) months of employment.

Long-Term Incentive Award. As soon as reasonably practicable following During the end of each twelve month performance period Term, Employee will be eligible to participate and receive awards under the Company’s 2021 Incentive Award Plan (commencing on July 1 and ending on June 30) during the Employment Term (each such period, a “Performance Period2021 Plan”), Executive shall be eligible to receive a long-term the Company’s 2023 Employment Inducement Award Plan or other applicable incentive award in plan adopted by the form of Performance Shares Company from time to time (as defined in the BankUnitedamended from time to time and together with any successor plan(s), Inc. 2010 Omnibus Equity Incentive Plan (collectively, the “Plan”)). The target grant date value of each annual Performance Share award Employee’s awards thereunder shall be $340,000 (the “Target LTI Award”), with the grant date value of each award to in such amounts and in such forms as may be determined by the Board or Compensation Committee taking into account the compensation practices and programs (including the long-term incentive compensation opportunities) for similarly situated executives at peer companies. Employee will receive a one-time new hire equity incentive compensation award, which is expected to be in the form of a grant of restricted stock units, subject to (i) approval by the Board or the equity plan administrator, as soon as reasonably practicable following applicable (the end “Administrator”) and (ii) effectiveness of the Company’s Registration Statement on Form S-8 registering shares under the applicable Plan (the “Form S-8”), and in accordance with applicable securities laws and the requirements of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) Plan (the date of such determination, the “LTI Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share AwardInitial RSU Grant”). The applicable performance criteria with respect Upon issuance, such Initial RSU Grant, will (i) represent the right to each Performance Period shall be established by receive 968,179 shares of common stock of the Compensation Committee in consultation with Executive; provided thatCompany, with respect to (ii) contain a vesting start date of July 17, 2023 (the Performance Period commencing July 1“Vesting Start Date”), 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One(iii) contain a three year vesting schedule whereby one-third (1/3) of the shares in respect of each Annual Performance Share Award shall be vested subject to the Initial RSU Grant will vest on the respective LTI Grant first anniversary of the Vesting Start Date and one-third twelfth (1/12) of the shares in respect of each Annual Performance Share Award shall subject to the RSU Grant will vest on June 30 of each of quarterly thereafter for the remaining two subsequent years, provided in all cases subject each case that Employee continues to Executive’s continued employment with be employed by the CompanyCompany on the relevant date, except and (iv) contain other provisions determined by the Board or Administrator, as set forth applicable, in the applicable award agreementits sole discretion. Each Annual Performance Share Award shall The Initial RSU Grant will be subject to the terms and conditions of the applicable Plan and the applicable award agreementother customary terms and conditions, which will be fully set forth in an award notice and restricted stock unit agreement shall be substantially in (collectively, including any exhibits thereto, the form attached hereto as Exhibit A. In the event of a Change in Control (as defined in the Plan“Equity Documents”), a number of fully vested Performance Shares with a value equal to the Target LTI Award shall be issued, in respect . Copies of the Performance Period in effect at the time Equity Documents will be provided for review and signature as promptly as practicable following (x) approval of the Change in ControlInitial RSU Grant by the Board or Administrator and (y) satisfaction of all applicable securities law and other regulatory requirements, immediately prior to consummation including effectiveness of such Change in Control. Any rights to an Annual Performance Share Award in respect of a future Performance Period following the Change in Control shall immediately be forfeited without considerationForm S-8.

Long-Term Incentive Award. As soon as reasonably practicable following the end of each twelve month performance period (commencing on July 1 and ending on June 30) Each January during the Employment Term (each such periodTerm, a “Performance Period”)commencing in January 2003, the Executive shall be eligible to will receive a an annual long-term incentive award in under the form of Performance Shares (as defined in the BankUnited, Inc. 2010 Omnibus Equity Mellon Financial Corporation Long-Term Profit Incentive Plan (the “Plan”)). The target grant date value of each annual Performance Share award shall be $340,000 (the “Target LTI Award”), with the grant date value of each award to be determined by the Compensation Committee as soon as reasonably practicable following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term1996) (the date of such determinationtogether with any successor plan or program, the “LTI Grant DateLTIP”) based on composed of the level of achievement of prefollowing three components: (1) Dreyfus Performance Accelerated Restricted Stock (“Dreyfus PARS”); (2) Asset Management Performance Accelerated Restricted Stock (“Asset Management PARS”); and (3) Mellon Financial Corporation Type I stock options (non-established performance criteria qualified stock options with respect to the applicable Performance Period preceding the LTI Grant Date double re-load rights) (each such annual award, an “Annual Performance Share AwardOptions”). The applicable performance criteria with respect to each Performance Period amount of the LTIP award will be reviewed annually. Each award shall be established by divided equally (based on net present value) among the Compensation Committee in consultation three components described immediately above and provided, however, such shares are available and the award is consistent with Executive; provided thatthe LTIP, with respect shall have an aggregate net present value as of the date of award of $1,687,500 (or such greater amount as the Company may then deem appropriate based on a review to be conducted annually, prior to the Performance Period commencing July 1date of award, 2012 and ending June 30, 2013, beginning with the performance criteria award to be made in January of 2004). Net present values shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent years, in all cases be determined on no less favorable a basis than that which applies to similarly situated Vice Chairs of the Company. Each component and all aspects of any annual long-term incentive award will be subject to Executive’s continued employment the terms of the LTIP and, to the extent not inconsistent with this Agreement, the Companyrequired individualized agreement. (i) PARS Vesting. Vesting and de-restriction, except as set forth in of the applicable award agreement. Each Annual Performance Share Award Dreyfus PARS and Asset Management PARS shall be subject to the terms and conditions of the Plan LTIP and the applicable respective PARS agreement governing the award. Subject to the exception in Section 6 and the exceptions set forth below each PARS award agreementwill fully vest, which award agreement shall be substantially and de-restrict, no later than the close of business on the seventh December 31st that follows the date of grant, provided only that the Executive is employed with the Companies on such seventh December 31st. Appendix A, attached hereto summarizes the acceleration schedule for the 2003 award. If the Executive terminates his employment at or after age 65, regardless of his position or duties with the Company at the time, then all unvested PARS will de-restrict and vest. Notwithstanding the foregoing and subject to the exception in Section 6, in the form attached hereto as Exhibit A. In event the event of a Change in Control (as defined in Executive’s employment with the Plan), a number of fully vested Performance Shares with a value equal to the Target LTI Award shall be issued, in respect of the Performance Period in effect at the time of the Change in Control, immediately Company terminates prior to consummation of such Change in Control. Any rights age 65 the following vesting and de-restriction schedule will apply to an Annual Performance Share Award in respect of a future Performance Period following the Change in Control shall immediately be forfeited without consideration.all unvested PARS: 1 year ending 12/31 14% 2 years ending 12/31 28% 3 years ending 12/31 42% 4 years ending 12/31 56% 5 years ending 12/31 70% 6 years ending 12/31 84%

Long-Term Incentive Award. As soon as reasonably practicable following the end of each twelve month performance period (commencing on July 1 and ending on June 30) during the Employment Term (each such period, a “Performance Period”), Executive shall be eligible to receive a long-term incentive award in the form of Performance Shares (as defined in the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan (the “Plan”)). The target grant date value of each annual Performance Share award shall be $340,000 281,250 (the “Target LTI Award”), with the grant date value of each award to be determined by the Compensation Committee as soon as reasonably practicable following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) (the date of such determination, the “LTI Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share Award”). The applicable performance criteria with respect to each Performance Period shall be established by the Compensation Committee in consultation with Executive; provided that, with respect to the Performance Period commencing July 1, 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent years, in all cases subject to Executive’s continued employment with the Company, except as set forth in the applicable award agreement. Each Annual Performance Share Award shall be subject to the terms and conditions of the Plan and the applicable award agreement, which award agreement shall be substantially in the form attached hereto as Exhibit A. In the event of a Change in Control (as defined in the Plan)Control, a number of fully vested Performance Shares with a value equal to the Target LTI Award shall be issued, in respect of the Performance Period in effect at the time of the Change in Control, immediately prior to consummation of such Change in Control. Any rights to an Annual Performance Share Award in respect of a future Performance Period following the Change in Control shall immediately be forfeited without consideration.

Long-Term Incentive Award. As soon as reasonably practicable following the end of each twelve month performance period (commencing on July 1 and ending on June 30) during the Employment Term (each such period, a “Performance Period”), Executive shall be eligible to receive a long-term incentive award in the form of Performance Shares (as defined in the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan (the “Plan”)). The target grant date value of each annual Performance Share award shall be $340,000 93,750 (the “Target LTI Award”), with the grant date value of each award to be determined by the Compensation Committee as soon as reasonably practicable following the end of the applicable Performance Period (but in no event later than 60 days following the end of each Performance Period and, in the case of the Performance Period ending on the last day of the Employment Term, notwithstanding the expiration of the Employment Term) (the date of such determination, the “LTI Grant Date”) based on the level of achievement of pre-established performance criteria with respect to the applicable Performance Period preceding the LTI Grant Date (each such annual award, an “Annual Performance Share Award”). The applicable performance criteria with respect to each Performance Period shall be established by the Compensation Committee in consultation with Executive; provided that, with respect to the Performance Period commencing July 1, 2012 and ending June 30, 2013, the performance criteria shall be the same as those applicable to the Annual Incentive for such period. One-third of the shares in respect of each Annual Performance Share Award shall be vested on the respective LTI Grant Date and one-third of the shares in respect of each Annual Performance Share Award shall vest on June 30 of each of the two subsequent years, in all cases subject to Executive’s continued employment with the Company, except as set forth in the applicable award agreement. Each Annual Performance Share Award shall be subject to the terms and conditions of the Plan and the applicable award agreement, which award agreement shall be substantially in the form attached hereto as Exhibit A. In the event of a Change in Control (as defined in the Plan), a number of fully vested Performance Shares with a value equal to the Target LTI Award shall be issued, in respect of the Performance Period in effect at the time of the Change in Control, immediately prior to consummation of such Change in Control. Any rights to an Annual Performance Share Award in respect of a future Performance Period following the Change in Control shall immediately be forfeited without consideration.