UBS Logo] Rule 10b5-1 Trading PlanRule 10b5-1 Trading Plan • July 17th, 2012 • BFC Financial Corp • Savings institution, federally chartered • New York
This Trading Plan (the “Trading Plan”) is entered into on July 13, 2012 (“Seller’s Adoption Date”) between BFC Financial Corporation (“Seller”) and UBS Financial Services Inc. (“UBSFS”) for the purpose of selling shares of common stock (“Stock”) of Benihana Inc. (“Issuer”), BNHN (Ticker), including; Stock that the Seller has the right to acquire under outstanding stock options (“the Options”); Stock that is acquired by Seller pursuant to the Issuer’s employee stock purchase plan (the “ESPP Stock”); Stock that is acquired upon vesting of outstanding restricted stock units/awards from Issuer (“RSUs/RSAs”); and Stock that is acquired upon vesting of outstanding performance share awards from Issuer (“PSAs”) listed on Exhibit A, in accordance with Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
