Amendment to the Employment Agreement



 Exhibit 10.1 
  
 Amendment No. 3 to Employment Agreement 
  
 This Amendment No. 3 (this “Amendment”) to the Employment Agreement entered into as of August 21, 2002, as amended
on August 23, 2002 and November 19, 2003 (the “Agreement”) is made by and between BankUnited Financial Corporation (the “Company”) and Ramiro Ortiz (“Executive”) and is effective as of this 25th day of January, 2005.

  
 Recitals 
  
 WHEREAS, Section 2.1 of the Agreement provides that the Agreement
shall expire on September 30, 2007; and 
  
 WHEREAS, on
September 30, 2004, the Company granted the Executive a stock option (the “Stock Option”) to purchase 50,000 shares of the Company’s Class A Common Stock, subject to the option becoming vested and fully exercisable on a pro-rata basis
over a five year period from the date of grant, and 
  
 WHEREAS, it has come to the attention of the Company from reports in the public media, that a number of companies have accelerated the vesting of outstanding stock options which have an exercise price exceeding the market price of
the underlying stock, to benefit from certain provisions of applicable accounting rules; and 
  
 WHEREAS, the market price of the Class A Common Stock may, in the near future, fall below the exercise price of the Stock Option; and 
  
 WHEREAS, the Company anticipates that, by accelerating the vesting of the Stock Option at a time when its exercise
price is higher than the market price of the Class A Common Stock, the Company may not be required to recognize compensation expense on the Stock Option; and 
  
 WHEREAS, on January 24, 2005 the Company determined that, for accounting reasons, the vesting of the Stock Option would be accelerated to make the
Stock Option fully vested and exercisable as of the first date on or after January 24, 2005 on which the closing price of the Company’s Class A Common stock on the Nasdaq Stock Market is lower than the exercise price of the Stock Option; and

  
 WHEREAS, the closing price of the Class A Common Stock
was lower than the exercise price of the Stock Option on January 25, 2005; and 
  
 WHEREAS, the acceleration of vesting will result in an unintended benefit for the Executive, because he may exercise the Stock Option for the purchase of the full amount of shares immediately upon acceleration;
and 







 Amendment No. 3 to Employment Agreement 
 Ramiro Ortiz 
 Page 2 
  
 WHEREAS, the Company and the Executive desire to extend the expiration date of the Agreement by one year, to September 30, 2008, in consideration
of the benefit received by the Executive due to the acceleration of vesting of the Stock Option; and 
  
 WHEREAS, the amendment effective as of November 19, 2003 was incorrectly titled “Amendment No. 3 to Employment Agreement” instead of
“Amendment No. 2 to Employment Agreement” and the parties desire to correct this error; and 
  
 WHEREAS, Section 4.8(b) of the Agreement provides that the Executive shall receive five annual grants of restricted Class A Common Stock of the
Company, which shall vest over five years and shall, upon vesting, be placed in a “rabbi trust” so as to defer the federal income tax to the Executive; and 
  
 WHEREAS, the Company and the Executive wish to amend the Agreement to clarify that the intent of Section 4.8 is to
grant an award under the Company’s compensation plan which may be paid in restricted stock, restricted stock units, deferred stock or deferred stock units or other form of award intended to allow the deferral of the delivery of the underlying
stock to defer income recognition for federal income tax purposes; 
  
 NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 
  
 1. Section 2.1 of the Agreement is hereby amended and restated in its entirety as follows: 
  
 AThe Company hereby agrees to employ the Executive and the Executive hereby agrees to continue to serve the
Company, on the terms and conditions set forth herein, for the period commencing August 23, 2002, (hereinafter the “Commencement Date”) and expiring on September 30, 2008 (the “Term”), unless sooner terminated as hereinafter set
forth.” 
  
 2. The title of the November 19, 2003 amendment
to the Agreement titled “Amendment No. 3 to Employment Agreement” is hereby corrected to read 
  
 “Amendment No. 2 to Employment Agreement.” 
  
 3. Section 4.8(b), (c) and (d) of the Agreement are hereby amended and restated in their entirety as follows: 
  
 b) Five annual grants on the ensuing five anniversary dates of this
Agreement of 







 Amendment No. 3 to Employment Agreement 
 Ramiro Ortiz 
 Page 3 
  
 a number of shares of the Company Class A Common Stock (or equivalent or comparable rights to receive such stock, including, without limitation, in the
form of deferred stock, restricted stock units or deferred stock units) having a value on the date of each grant of $187,500.00 based on the closing price of the Class A Common Stock as of the date of grant, ownership of such stock or units is to
vest in equal amounts over five years from the date of grant. (As the annual grants vest, they become “Vested Benefits” for purposes of this Agreement.) The Company at its election may satisfy these grants with an equivalent cash payment.

  
 c) The shares or rights granted pursuant to
subparagraph (a) and (b) shall not be delivered to the Executive, but rather delivery shall be delayed in accordance with a deferral agreement entered into between the Executive and the Company. Among other provisions, the deferral agreement shall
contain provisions that the Executive shall receive a complete distribution of the deferred property within thirty (30) days following any of the following: the Executive’s termination under Sections 5.2 or 5.3, or an event which is a Change of
Control as defined in the deferral agreement. The Company may utilize a “rabbi trust” to hold assets to satisfy its obligation to the Executive with respect to the deferred shares or rights, subject to the claims of the Company’s
creditors in the event of its insolvency. 
  
 d)
(i) In the event of a Change of Control, all grants previously not vested shall become fully vested and if any grant has not been made as provided in (a) or (b) above there shall be granted to the Executive a sufficient number of shares or rights to
satisfy the requirements of such provisions based on the closing price bid of the Class A Common Stock on the date of the grant. 
  
 (ii) In event this Agreement terminates under 5.3 (Termination Without Cause) or under 5.2 as a result of disability, all grants
previously not vested shall continue to vest in accordance with the vesting schedule provided in (a) and (b) above, and if any grant has not been made as provided in (b) above, there shall continue to be granted to the Executive a sufficient number
of shares or rights to satisfy the requirements of such provision based on the closing price bid of the Class A Common Stock on the date of the grant which shall continue to vest in accordance with the vesting schedule provided in (b) above. The
Company, at its election, may satisfy one or more of the grants with an equivalent cash payment. 
  
 (iii) In the event this Agreement terminates under 5.2 as a result of death, all grants not vested as of the date of death shall lapse and
no further grants shall be made to satisfy the provision of Section (a) and (b). 
  
 4. Except as modified by this Amendment, all other terms and conditions of the Agreement remain in full force and effect. 







 Amendment No. 3 to Employment Agreement 
 Ramiro Ortiz 
 Page 4 
  
 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:	 	 /s/ Alfred R. Camner

	 	By:	 	 /s/ Ramiro Ortiz


	Name:	 	Alfred R. Camner	 	Name:	 	Ramiro Ortiz
	Title:	 	Chairman of the Board and	 	 	 	 
	 	 	Chief Executive Officer	 	 	 	 
			
	ATTEST:	 	 	 	 
				
	By:	 	 /s/ Dellene Acampa

	 	 	 	 
	 	 	Assistant Secretary