EXHIBIT 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (this "Amendment") to the Second Amended and Restated
Employment Agreement effective as of April 1, 2002 (the "Agreement") is made by
and between BankUnited Financial Corporation (the "Company") and Xxxxxx X.
Xxxxxx ("Executive") and is effective as of April 1, 2003.
RECITALS
WHEREAS, Section 8 of the Agreement states that "the Company shall
provide to the Executive for his exclusive use an automobile owned or leased by
the Company which shall be a BMW 7 Series (or an automobile of similar stature
and caliber), to be used in the performance of his duties hereunder, including
commuting to and from his personal residence;" and
WHEREAS, the Company and the Executive have agreed to downgrade the
brand and model of the vehicle to which he would be entitled to under Section 8,
replacing the "BMW 7 Series" with a "Ford Expedition (or an automobile of
similar stature and caliber);" and
WHEREAS, the Company and the Executive have also agreed that the
Company shall reimburse the Executive for costs incurred by the Executive under
a lease or purchase contract for such vehicle in the event that the Company does
not directly make such payments for the vehicle; and
WHEREAS, Section 5 of the Agreement addressing "Additional Employee
Benefit Plans and Programs," states that "the Executive's estate or his designee
shall be the beneficiary of life insurance policies on the life of the Executive
having a face amount of at least $6,000,000" and the Company and the Executive
have agreed that, in the event the Executive obtains a substitute policy or
policies for the existing life insurance policies providing coverage of
$6,000,000, and cancels the existing policies, then the Company shall reimburse
him for the costs of such new policy or policies to the extent of the amount
that the premium on the cancelled policies would have been, had such cancelled
policies continued in force.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:
1. Section 8 of the Agreement is hereby amended and restated in
its entirety as follows:
"The Executive's principal place of employment shall
be at the Company's executive offices at the address first
above written, or at such other location within Coral Gables
at which the Company shall maintain its principal executive
offices, or at such other location as the Company and the
Executive may mutually agree upon. The Company shall provide
the Executive at his principal place of employment with a
private office, secretarial services and other support
services and facilities including, but not limited to,
Internet and Bloomberg Financial Market Commodities and News
Access Subscriptions, cellular telephones, pagers and a lap
top computer, suitable to his position with the Company and
necessary or appropriate in connection with the performance of
his assigned duties under this Agreement. The Company shall
provide to the Executive for his exclusive use an automobile
owned or leased by the Company which shall be a Ford
Expedition (or an automobile of similar stature and caliber),
to be used in the performance of his duties hereunder,
including commuting to and from his personal residence. The
Company shall reimburse the Executive for his ordinary and
necessary business expenses, including, without limitation,
all expenses associated with his business use of the
aforementioned automobile, including the reimbursement of
costs associated with leasing or purchasing the automobile,
fees for memberships in such clubs and organizations as the
Executive and the Company shall mutually agree are necessary
and appropriate for business purposes, and his travel and
entertainment expenses incurred in connection with the
performance of his duties under this Agreement, in each case
upon presentation to the Company of an itemized account of
such expenses in such form as the Company may reasonably
require.
2. The first paragraph of Section 5 is hereby amended and
restated in its entirety as follows:
"During the Employment Period, the Executive shall be
treated as an employee of the Company and shall be entitled to
participate in and receive benefits under any and all
qualified or non-qualified retirement, pension, savings,
profit-sharing or stock bonus plans, any and all group life,
health (including hospitalization, medical and major medical),
dental, accident and long term disability insurance plans, and
any other employee benefit and compensation plans (including,
but not limited to, any incentive compensation plans or
programs, stock option and appreciation rights plans and
restricted stock plans) as may from time to time be maintained
by, or cover similarly situated executives of, the Company, in
accordance with the terms and conditions of such employee
benefit plans and programs and compensation plans and programs
and consistent with the Company's customary practices. The
Executive's estate or his designee shall be the beneficiary of
life insurance policies on the life of the Executive having a
face amount of at least $6,000,000.00. In the event that the
Executive obtains a substitute policy or policies for the
existing life insurance policies providing coverage of
$6,000,000, and cancels the existing policies, the Company
shall reimburse him for the costs of such new policy or
policies to the extent of the amount that the premium on the
cancelled policies would have been, had such cancelled
policies continued in force."
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3. Except as modified by this Amendment, all other terms and
conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and the Executive has hereunto set his hand, all as of the day and year
first above written.
BankUnited Financial Corporation Executive:
By: By:
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Name: Xxxxxxxx Xxxx Name: Xxxxxx X. Xxxxxx
Title: Vice Chairman of the Board
and Secretary
ATTEST:
By:
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Assistant Secretary
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