BLUEGREEN
CORPORATION

BONUS AGREEMENT


 


This
Bonus Agreement (this “Agreement”) dated as of May 9, 2012, between Bluegreen Corporation (the “Company”)
and David Bidgood (the “Participant”), sets forth the terms and conditions of a bonus opportunity awarded to
the Participant by the Company. 


1.                 
Bonus. The Company has approved a bonus for the Participant in the gross amount of Three
Hundred Fourteen Thousand Dollars ($314,000) (the “Bonus”), less required income tax withholding
and FICA tax withholding. The Bonus shall be paid to the Participant within fourteen (14) days of the
execution of this Agreement 


2.                 
  Relinquishment of Stock Options. In exchange for the
opportunity to receive the Bonus, subject to the terms and conditions of this Agreement, the Participant hereby relinquishes all
of his or her rights to the outstanding stock option awards currently held by the Participant that are identified on Schedule
A of this Agreement (the “Relinquished Equity Awards”). In consideration for the opportunity to receive
the Bonus, the sufficiency of which the Participant acknowledges, the Participant, with the intention
of binding the Participant and his or her heirs, executors and administrators and any person or entity claiming by or through
him, does hereby release, remise, acquit and forever discharge the Company and its Affiliates and their respective directors,
officers, successors, predecessors and assigns (collectively, the “Released Parties”) from any and all claims,
actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations,
suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued,
absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Participant,
individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held against any Released
Party, relating to the relinquishment of the Relinquished Equity Awards.

3.                 
Miscellaneous.

(a)               
  Source of Payments. The general funds of the Company shall be the sole source of payment under this Agreement, and no person
  shall have any obligation to establish any separate fund or trust or other segregation of assets to provide for distributions
  under this Agreement. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be
  construed to create a trust of any kind, or a fiduciary relationship, between the Company and the Participant or any other person.
  To the extent the Participant acquires rights to receive any payment or distribution under this Agreement from the Company, such
rights shall be no greater than those of an unsecured creditor.


(b)              
Taxes and Withholding. The Participant acknowledges that the Bonus is subject to applicable federal income tax withholding
at a rate of 25% and to applicable FICA tax withholding. The Company will report the Bonus paid on the Participant’s W-2
for 2012. 


(c)               
No Right to Continued Employment. Nothing in this Agreement shall be interpreted or construed to confer upon the
Participant any right with respect to continuance of employment by the Company, nor shall this Agreement interfere in any way
with the right of the Company to terminate the Participant’s employment at any time.






    	 



    	 



    
(d)              
No Other Agreements. This Agreement sets forth the complete terms of the Bonus and supersedes any and all other
written or oral agreements with respect thereto.


(e)               
Governing Law. This Agreement and the legal relations between the parties shall be construed in accordance with
and governed by the internal laws of the State of Florida.


 


IN
WITNESS WHEREOF, the Company and the Participant have duly executed and delivered this Bonus Agreement as of the date hereof.


 


	 	BLUEGREEN
                                                                                                CORPORATION

         

	 	By:/s/____________________________________
	 	Name:
                                                                                    John M. Maloney, Jr.

        Title:
        President & Chief Executive Officer

	 	 

         

	 	PARTICIPANT

         

         

	 	/s/______________________________________
	 	Name:
    David Bidgood


 






    	 



    	 



    
Schedule
A


Relinquished
Equity Awards


 


	Date
    of Grant	 	Equity
    Plan 

    Pursuant to Which 

    the Award was 

    Granted	 	Number
    of Stock 

    Options Granted	 	Number
                                                                                                                                                                  of

        Stock
        Options

        Currently
        Held

	06/25/2002	 	1995	 	28,986	 	28,986
	06/25/2002	 	1995	 	171,014	 	171,014