Exhibit 10.101


 


Form
of Bluegreen Corporation 


2011
Long Term Incentive Plan Award Agreement



    	 



    	 



    

BLUEGREEN CORPORATION

2011 LONG TERM INCENTIVE PLAN


AWARD AGREEMENT






This Award Agreement
(this “Agreement”) dated as of __________, 2011, between Bluegreen Corporation (the “Company”)
and _____________ (the “Participant”), sets forth the terms and conditions of the Participant’s award
under the Bluegreen Corporation 2011 Long Term Incentive Plan (the “Plan”). Capitalized terms used in this Agreement
that are not otherwise defined shall have the meanings set forth in the Plan.


1.                 
The Plan. This award is subject to the terms and conditions of the Plan, a copy of
which accompanies this Agreement and the terms and conditions of which are hereby incorporated into this Agreement. In the event
of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. By signing this Agreement,
the Participant (a) acknowledges having read and understood the terms of the Plan and this
Agreement, (b) agrees to be bound by the terms of the Plan
and this Agreement and (c) acknowledges and agrees that the Plan and this Agreement confer upon the Committee the authority to
construe and administer the Plan and awards under the Plan to the extent set forth therein, and agrees to be bound by all decisions
made by the Committee in the exercise of such discretion.


2.                 
Participation and Points. The Committee has determined that the Participant shall participate
in the Plan during the 2011 Performance Period. The number of Points allocated to the Participant for the 2011 Performance Period
is set forth on Schedule A of this Agreement. To the extent the Committee determines that the Participant shall participate
in the Plan during Performance Periods subsequent to 2011, the Participant will be notified in writing of such determination and
the number of Points allocated to him or her for such Performance Period. Any such written notifications shall be incorporated
by reference into this Agreement. The Participant will participate in the Plan only with respect to Performance Periods subsequent
to 2011 if he or she is selected by the Committee for such participation and receives written notification as described in the
preceding sentence. 


3.                 
Restrictive Covenants. 


(a)              
Unauthorized Disclosure. The Participant agrees and understands that in his or her position
with the Company and its affiliates, the Participant has been and will be exposed to and has and will receive information relating
to the confidential affairs of the Company and its affiliates, including, without limitation, technical information, intellectual
property, business and marketing plans, strategies, customer information, software, other information concerning the products,
promotions, development, financing, expansion plans, business policies and practices of the Company and its affiliates and other
forms of information considered by the Company and its affiliates to be confidential or in the nature of trade secrets (including,
without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer
and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential
Information”). Confidential Information shall not include information that is generally known to the public or within
the relevant trade or industry other than due to the Participant’s violation of this Section 3(a) or disclosure by a third
party who is known by the Participant to owe the Company an obligation of confidentiality with respect to such information. The
Participant agrees that at all times during his or her employment with the Company and its affiliates thereafter, the Participant
shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including a government or political subdivision or an agency
or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not
use or attempt to use any such information in any manner other than in connection with his or her employment with the Company,
unless required by law to disclose such information, in which case the Participant shall provide the Company with written notice
of such requirement as far in advance of such anticipated disclosure as possible, unless prohibited by law. This confidentiality
covenant has no temporal, geographical or territorial restriction.



    	 



    	 



    


(b)                Non-Solicitation of Employees. During the Participant’s employment with
    the Company and its affiliates and for a period of twelve (12) months after the Participant’s termination of employment for
    any reason (the “Restriction Period”), the Participant shall not directly or indirectly contact, induce or solicit
    (or assist any Person to contact, induce or solicit) for employment any person who is, or within twelve (12) months prior to the
date of such solicitation was, an employee of the Company or any of its affiliates.


(c)               Interference with Business Relationships. During the Restriction Period (other
than in connection with carrying out his or her responsibilities for the Company and its affiliates), the Participant shall not
directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of the Company or its
affiliates to terminate its relationship or otherwise cease doing business in whole or in part with the Company or its affiliates,
or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between the Company
or its affiliates and any of its or their customers or clients so as to cause harm to the Company or its affiliates.


(d)               Extension of Restriction Period. The Restriction Period shall be tolled for any
period during which the Participant is in breach of any of Sections 3(a), 3(b) or 3(c) hereof.


(e)               Remedies. The Participant and the Company agree that the provisions of the covenants
contained in this Section 3 are reasonable and necessary to protect the businesses of the Company and its affiliates because of
the Participant’s access to Confidential Information and his or her material participation in the operation of such businesses.
In the event that the Participant willfully and materially breaches (i) any of the covenants set forth in this Section 3 or (ii)
any of the obligations set forth in the Bluegreen Corporation Associate Handbook, the Participant shall forfeit his or her right
to receive any unpaid portion of any LTIP Bonus Amounts and any future LTIP Bonus Amounts which may later accrue. The foregoing
is not intended to serve as liquidated damages for any such breach by the Participant and shall not limit the Company’s right
to pursue any other available remedies for any breach or threatened breach of the covenants set forth in this Section 3 by the
Participant, whether at law or in equity.


4.                 
Miscellaneous.



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(a)               
Active Employment Requirement. The Participant shall not have any right to receive
any portion of (i) any Annual LTIP Bonus Amount if the Participant has experienced a Separation from Service with the Company for
any reason on or before the date on which the applicable Annual LTIP Bonus Amount is paid or (ii) any Liquidity Event Bonus Amount
if the Participant has experienced a Separation from Service with the Company for any reason before the effective time of the Liquidity
Event; provided, that if the Participant experiences a Separation from Service on account of his or her death or Disability (y)
on or after the end of the applicable Performance Period (with respect to an Annual LTIP Bonus Amount)
or (z) on or after the Company has entered into and the Board of Directors has approved
an agreement or contract specifically related to and within 12 months thereof resulting in a Liquidity
Event (with respect to a Liquidity Event Bonus Amount), then such LTIP Bonus Amount will be payable notwithstanding such Participant’s
Separation from Service.


(b)              
Source of Payments. Awards under the Plan represent unfunded, unsecured claims against
the Company. The general funds of the Company shall be the sole source of distributions 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.


(c)               
Taxes and Withholding. The Company is hereby authorized to withhold from
any payments hereunder all applicable federal, state and local withholding tax obligations.


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


(e)               
No Other Agreements. This Agreement (including the Plan) sets forth the complete
terms of the Participant’s award under the Plan and supersedes any and all other written or oral agreements with respect
thereto.


(f)               
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.


[signature page follows]



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


 


	 	
        BLUEGREEN CORPORATION

         

	 	By: _______________________________________
	 	
        Name:

        Title:

	 	
         

         

	 	
        PARTICIPANT

         

         

	 	__________________________________________
	 	Name:


 

[signature page to Award Agreement]



    	 



    	 



    

Schedule A


 


 


Points for 2011 Performance Period:
____