##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Year Ended December 31, 2007
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number
34-027228
 BankAtlantic Bancorp, Inc.
  Florida
    
    65-0507804(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)2100 West Cypress Creek RoadFt. Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
  
  Securities registered pursuant to Section 12(b) of the Act:
 Class A Common Stock, Par Value $.01 Per Share
    
    New York Stock Exchange(Title of Class)
    
    (Name of Exchange on Which Registered)
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   Documents Incorporated by Reference




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EXPLANATORY NOTE




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##### 



BankAtlantic Bancorp, Inc.
 
 TABLE OF CONTENTS
  
 PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and
Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesEX-3.2 Amended and Restated By-lawsEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFO




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Directors and Executive Officers
  Name
    
    Age
    
    PositionAlan B. Levan
    
    
    63
    
    
    Chairman of the Board, Chief Executive Officer and Director of the
Company and Chairman of the Board of BankAtlanticJohn E. Abdo
    
    
    64
    
    
    Vice Chairman of the Board and Director of the Company and Vice
Chairman of the Board of BankAtlanticJarett S. Levan
    
    
    34
    
    
    President and Director of the Company and President and Chief
Executive Officer of BankAtlanticLloyd B. DeVaux
    
    
    55
    
    
    Executive Vice President and Chief Operating Officer of the Company
and BankAtlanticDouglas K. Freeman
    
    
    57
    
    
    Executive Vice President, Corporate Banking Division of BankAtlanticPatricia M. Lefebvre
    
    
    55
    
    
    Executive Vice President, Retail Banking Division of BankAtlanticJay C. McClung
    
    
    59
    
    
    Executive Vice President and Chief Risk Officer of BankAtlanticSusan D. McGregor
    
    
    47
    
    
    Executive Vice President and Chief Talent Officer of the Company and
BankAtlanticLewis F. Sarrica
    
    
    64
    
    
    Executive Vice President and Chief Investment Officer of BankAtlanticMarcia K. Snyder
    
    
    52
    
    
    Executive Vice President, Commercial Lending Division of BankAtlanticValerie C. Toalson
    
    
    42
    
    
    Executive Vice President and Chief Financial Officer of the Company
and BankAtlanticD. Keith Cobb
    
    
    67
    
    
    Director of the CompanySteven M. Coldren
    
    
    60
    
    
    Director of the CompanyBruno L. DiGiulian
    
    
    74
    
    
    Director of the CompanyMary E. Ginestra
    
    
    83
    
    
    Director of the CompanyWillis N. Holcombe
    
    
    62
    
    
    Director of the CompanyDavid A. Lieberman
    
    
    72
    
    
    Director of the CompanyCharlie C.
Winningham, II
    
    
    75
    
    
    Director of the Company
  Alan B. Levan
 John E. Abdo
 2




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Jarett S. Levan
 Lloyd B. DeVaux
 Douglas K. Freeman
 Patricia M. Lefebvre
 Jay C. McClung
 Susan D. McGregor
 Lewis F. Sarrica
 Marcia K. Snyder
 Valerie C. Toalson
 D. Keith Cobb
 3




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##### Table of Contents



Steven M. Coldren
 Bruno L. DiGiulian
 Mary E. Ginestra
 Willis N. Holcombe
 David A. Lieberman
 Charlie C. Winningham, II
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.bankatlanticbancorp.com www.bankatlanticbancorp.com
 Audit Committee Members and Financial Expert
 
  4




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ITEM 11. EXECUTIVE COMPENSATION.
 Compensation Discussion and Analysis
 Overview of Compensation Program
    Compensation Philosophy and Objectives
    Role of Executive Officers in Compensation Decisions
  5




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Executive Officer Compensation Components
  
    
    base salary;
    
    annual incentive program; and
    
    long-term equity incentive compensation.
 Base Salary
     6




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Annual Incentive Program
    7




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Alan B. Levan
    
    $
    21,793Valerie Toalson
    
    $
    8,706Lloyd B. DeVaux
    
    $
    16,099John E. Abdo
    
    $
    15,240Jarett S. Levan
    
    $
    11,850Mark D. Begelman
    
    $
    15,131James A. White
    
    $
    11,059
 Long-Term Equity Incentive Compensation
    Internal Revenue Code Limits on Deductibility of Compensation
   8




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Compensation Committee Report
 The following Report of the Compensation Committee does not constitute soliciting material and
should not be deemed filed or incorporated by reference into any other Company filing under the
Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically
incorporates this Report by reference therein.
   
 Compensation of Named Executive Officers
 Summary Compensation Table
  Change inPensionValue andNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalAlan B. Levan,
Chief Executive Officer
    
    
    2007
    
    
    $
    590,480
    
    
    
    
    
    
    
    
    
    
    $
    351,664
    (2)
    
    $
    21,793
    (3)
    
    $
    53,905
    (4)
    
    $
    21,000
    (5)
    
    $
    1,038,8422006
    
    
    $
    567,769
    
    
    $
    11,688
    
    
    
    
    
    
    $
    348,152
    
    
    $
    248,655
    
    
    $
    104,639
    
    
    $
    22,269
    
    
    $
    1,303,172Valerie C. Toalson,(8)
Chief Financial Officer
    
    
    2007
    
    
    $
    266,566
    
    
    
    
    
    
    
    
    
    
    $
    47,059
    (2)
    
    $
    8,706
    (3)
    
    
    
    
    
    $
    56,395
    (5)
    
    $
    378,7262006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ALloyd B. DeVaux,(6)
Chief Operating Officer,
    
    
    2007
    
    
    $
    445,095
    
    
    
    
    
    
    $
    139,815
    (1)
    
    $
    146,527
    (2)
    
    $
    16,099
    (3)
    
    
    
    
    
    $
    165,867
    (5)
    
    $
    913,4032006
    
    
    $
    412,923
    
    
    $
    52,887
    
    
    $
    139,815
    
    
    $
    145,063
    
    
    $
    126,053
    
    
    
    
    
    
    $
    249,729
    
    
    $
    1,126,470John E. Abdo,
Vice Chairman
    
    
    2007
    
    
    $
    415,140
    
    
    
    
    
    
    
    
    
    
    $
    234,443
    (2)
    
    $
    15,240
    (3)
    
    $
    25,849
    (4)
    
    $
    21,675
    (5)
    
    $
    712,3472006
    
    
    $
    385,585
    
    
    $
    8,170
    
    
    
    
    
    
    $
    232,101
    
    
    $
    172,174
    
    
    $
    47,221
    
    
    $
    29,484
    
    
    $
    874,735Jarett S. Levan,
President (CEO and President of
BankAtlantic)
    
    
    2007
    
    
    $
    385,489
    
    
    
    
    
    
    
    
    
    
    $
    107,213
    (2)
    
    $
    11,850
    (3)
    
    
    
    (4)
    
    $
    24,773
    (5)
    
    $
    529,3032006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AMark D.
Begelman, (10)
Former Executive Vice President,BankAtlantic
    
    
    2007
    
    
    $
    424,531
    
    

 $
    250,000
    (10)

    
    
    
    
    
    $
    94,434
    (2)
    
    $
    15,131
    (3)
    
    
    
    
    
    $
    18,013
    (5)
    
    $
    802,1092006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJay R. Fuchs, (7)
Former Executive Vice President,
BankAtlantic
    
    
    2007
    
    
    $
    125,321
    
    
    
    
    
    
    
    
    
    
    $
    235,318
    (2)
    
    
    
    
    
    
    
    
    
    $
    427,336
    (5)
    
    $
    787,9752006
    
    
    $
    539,040
    
    
    
    
    
    
    
    
    
    
    $
    150,615
    
    
    $
    154,482
    
    
    
    
    
    
    $
    22,766
    
    
    $
    866,903James A. White,(9)
Former Chief Financial Officer
    
    
    2007
    
    
    $
    234,442
    
    
    
    
    
    
    
    
    
    
    $
    136,928
    (2)
    
    $
    11,059
    (3)
    
    
    
    
    
    $
    14,538
    (5)
    
    $
    396,9672006
    
    
    $
    362,296
    
    
    $
    37,791
    
    
    
    
    
    
    $
    145,063
    
    
    $
    119,211
    
    
    
    
    
    
    $
    21,209
    
    
    $
    685,570
 9




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(1)
    
    All restricted stock are shares of the Companys Class A Stock. The amount represents the
dollar amount recognized for financial statement reporting purposes for the fiscal year ended
December 31, 2007 in accordance with FAS 123(R), without taking into account an estimate of
forfeitures related to service-based vesting, of restricted stock grants, including amounts from
awards granted prior to 2007. There were no forfeitures during 2007. Additional information
regarding shares of restricted stock held by Mr. DeVaux is set forth in the Outstanding Equity
Awards at Fiscal Year-End  2007, Option Exercises and Stock Vested  2007 and Potential
Payments Upon Termination or Change-in-Control tables below.(2)
    
    All options indicated are options to purchase shares of the Companys Class A Stock. The
amount represents the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2007 10




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in accordance with FAS 123(R), without taking into account an estimate of forfeitures related to
service-based vesting of stock option grants, including amounts from awards granted prior to 2007.
Assumptions used in the calculation of these amounts are included in footnote 17 to the Companys
audited financial statements for the fiscal year ended December 31, 2007 included in the Original
Form 10-K. There were no forfeitures during 2007. Additional information regarding stock options
awarded to the named executive officers in 2007, including the grant date fair value of such stock
options, is set forth in the Grants of Plan-Based Awards  2007 table below.(3)
    
    Amounts for each named executive officer pursuant to the Companys Profit Sharing Plan. The
Companys Profit Sharing Plan is more fully described in the Compensation Discussion and Analysis
section beginning on page 5.(4)
    
    Represents the increase in the actuarial present value of accumulated benefits under the
Retirement Plan for Employees of BankAtlantic (the Retirement Plan); however, Mr. Jarett Levan
had a $22 decrease in the actuarial present value of accumulated benefits under the Retirement
Plan. Additional information regarding the Retirement Plan is set forth in the Pension Benefits 
2007 table below.(5)
    
    Items included under All Other Compensation for 2007 for each named executive officer are
set forth in the table below: All Other Compensation
 DividendsonPerquisites
    
    
    
    
    
    
    
    
    
    Company
    
    Restrictedand Other
    
    Tax
    
    
    
    
    
    Contributions
    
    Stock,
    
    BankAtlantic
    
    
    
    
    
    Separa-
    
    OtherPersonal
    
    Reimburs-
    
    Insurance
    
    to Retirement and
    
    REIT
    
    Pension Plan
    
    Auto
    
    tion
    
    Compen-Name
    
    Year
    
    Benefits
    
    ements
    
    Premiums
    
    401(k) Plans
    
    Shares
    
    Trustee Fee
    
    Allowance
    
    Payments
    
    sation
    
    TotalAlan B. Levan
    
    
    2007
    
    
    $
    1,523
    
    
    $
    
    
    
    $
    10,437
    
    
    $
    9,000
    
    
    $
    40
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    21,000Valerie C. Toalson
    
    
    2007
    
    
    
    502
    
    
    
    12,972
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    7,163
    
    
    
    
    
    
    
    26,758
    
    
    
    56,395Lloyd B. DeVaux
    
    
    2007
    
    
    
    1,285
    
    
    
    133,263
    
    
    
    
    
    
    
    9,000
    
    
    
    14,934
    
    
    
    
    
    
    
    7,385
    
    
    
    
    
    
    
    
    
    
    
    165,867John E. Abdo
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    40
    
    
    
    5,250
    
    
    
    7,385
    
    
    
    
    
    
    
    
    
    
    
    21,675Jarett S. Levan
    
    
    2007
    
    
    
    8,348
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    40
    
    
    
    
    
    
    
    7,385
    
    
    
    
    
    
    
    
    
    
    
    24,773Mark D. Begelman
    
    
    2007
    
    
    
    1,628
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    7,385
    
    
    
    
    
    
    
    
    
    
    
    18,013Jay R. Fuchs
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,215
    
    
    
    425,121
    
    
    
    
    
    
    
    427,336James A. White
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    5,538
    
    
    
    
    
    
    
    
    
    
    
    14,538
   (6)
    
    Mr. DeVaux entered into a letter agreement with BankAtlantic, dated April 18, 2001 and
effective June 4, 2001, pursuant to which BankAtlantic employed Mr. DeVaux as Executive Vice
President and Chief Information Officer. The agreement provides Mr. DeVaux with an initial annual
base salary of $288,750, with discretionary annual adjustments, and incentive compensation based on
the achievement of certain performance goals of up to 50% of base salary. Mr. DeVaux also received
a one-time payment of $100,000 and 195,000 restricted shares of the Companys Class A Stock, which
restricted shares vest 10% per year for 10 years beginning June 4, 2002. He is entitled to the
dividends on all such shares as such dividends are paid. The Company also pays Mr. DeVaux a
gross-up for taxes due on vested restricted shares, which is included in All Other
Compensation. The agreement 11




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also contains provisions regarding termination and change-in-control, including acceleration of
vesting of his restricted shares, which are more fully described in the Potential Payments upon
Termination or Change-in-Control table below.(7)
    
    Mr. Fuchs entered into an agreement with BankAtlantic, dated February 9, 2007 and effective
February 16, 2007, in connection with his resignation as Executive Vice President of Community
Banking Division of BankAtlantic. Additional information regarding this agreement and the
cessation of Mr. Fuchs employment with BankAtlantic is set forth in the narrative accompanying the
Potential Payments upon Termination or Change-in-Control table below.(8)
    
    Pursuant to its agreement with Ms. Toalson, dated October 19, 2005 and effective February 13,
2006, BankAtlantic employed Ms. Toalson as Senior Vice President and Chief Financial Officer of
BankAtlantic. The agreement calls for an additional payment to Ms. Toalson of $24,700 per year,
grossed-up for taxes, for four years beginning in May 2006. This amount is included in All Other
Compensation. The agreement also provided for options to acquire 25,000 shares of Class A Stock
which will vest five years from date of grant subject to accelerated vesting in the case of
change-in-control, as more fully described in the Potential Payments upon Termination or
Change-in-Control table below.(9)
    
    Effective June 30, 2007, Mr. White, the Companys former Executive Vice President and Chief
Financial Officer, became a non-executive officer of the Company. He is to receive an annual
salary of $94,900 per year for four years.(10)
    
    Effective July 31, 2007, Mr. Begelman, formerly Executive Vice President and Chief Sales &
Marketing Officer of BankAtlantic, resigned from his executive position and transitioned to a
non-executive position as President of Store Real Estate. He has indicated that he will resign
from his non-executive position in June 2008. Mr. Begelmans 2007 cash bonus was discretionary in
nature and a portion of the bonus will reduce any amounts payable to him as severance, as more
fully described in Potential Payments Upon Termination or Change-in-Control below. 12




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Grants of Plan-Based Awards  2007
  All Other
    
    All OtherStock Awards:
    
    Option Awards:
    
    Exercise or
    
    Grant DateNumber of
    
    Number of
    
    Base Price
    
    Fair Value ofEstimated Possible Payouts Under
    
    Estimated Future Payouts Under
    
    Shares of
    
    Securities
    
    of Option
    
    Stock andGrant
    
    Non-Equity Incentive Plan Awards(1)
    
    Equity Incentive Plan Awards
    
    Stock or
    
    Underlying
    
    Awards
    
    OptionName
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Units
    
    Options(2)
    
    ($ / Sh)
    
    Awards(3)Alan B. Levan
    
    
    6/5/2007
    
    
    
    
    
    
    $
    594,880
    
    
    $
    1,189,760
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    60,000
    
    
    $
    9.38
    
    
    $
    197,460Valerie C. Toalson
    
    
    6/5/2007
    
    
    
    
    
    
    
    144,720
    
    
    
    289,440
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    20,000
    
    
    
    9.38
    
    
    
    65,820Lloyd B. DeVaux
    
    
    6/5/2007
    
    
    
    
    
    
    
    229,440
    
    
    
    458,880
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    25,000
    
    
    
    9.38
    
    
    
    82,275John E. Abdo
    
    
    6/5/2007
    
    
    
    
    
    
    
    425,600
    
    
    
    851,200
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    40,000
    
    
    
    9.38
    
    
    
    131,640Jarett S. Levan
    
    
    6/5/2007
    
    
    
    
    
    
    
    254,760
    
    
    
    509,520
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    35,000
    
    
    
    9.38
    
    
    
    115,185Mark Begelman
    
    
    6/5/2007
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    25,000
    
    
    
    9.38
    
    
    
    82,275Jay Fuchs
    
    
    6/5/2007
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0James A. White
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 
 (1)
    
    Represents the estimated possible payouts of cash awards under the formula-based component of
the Companys annual incentive program which is tied to financial performance goals. Because the
threshold objective was not achieved during 2007, no cash awards were made under the Companys
annual incentive program for 2007. The Companys annual incentive program is more fully described
in the Compensation Discussion and Analysis section
beginning on page 5.(2)
    
    All options are to purchase shares of the Companys Class A Stock, were granted under the
Companys 2005 Restricted Stock and Option Plan, and vest on the fifth anniversary of the date of
grant.(3)
    
    Represents the grant date fair value computed in accordance with FAS 123(R). 13




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Outstanding Equity Awards at Fiscal Year-End  2007
  Option Awards
    
    Stock AwardsEquityIncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Incentive
    
    Plan Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    Market orPlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Number of
    
    Payout ValueNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Unearned
    
    of UnearnedSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Shares, Units
    
    Shares, UnitsUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    or Other
    
    or OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Stock That
    
    Rights That
    
    Rights ThatOptions(1)
    
    Options(1)
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    Options
    
    Price
    
    Date
    
    Vested
    
    Vested
    
    Vested
    
    VestedAlan B. Levan
    
    
    78,377
    (6)
    
    
    
    
    
    
    N/A
    
    
    $
    8.56
    
    
    
    3/4/2012
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A78,377
    (7)
    
    
    
    
    
    $
    7.41
    
    
    
    3/31/201360,000
    (8)
    
    
    
    
    
    $
    18.20
    
    
    
    7/5/201460,000
    (9)
    
    
    
    
    
    $
    19.02
    
    
    
    7/11/201560,000
    (10)
    
    
    
    
    
    $
    14.81
    
    
    
    7/10/201660,000
    (11)
    
    
    
    
    
    $
    9.38
    
    
    
    6/4/2017Valerie C. Toalson
    
    
    
    
    
    
    25,000
    (10)
    
    
    N/A
    
    
    $
    13.60
    
    
    
    2/13/2016
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A10,000
    (10)
    
    
    
    
    
    $
    14.81
    
    
    
    7/10/201620,000
    (11)
    
    
    
    
    
    $
    9.38
    
    
    
    6/4/2017Lloyd B. DeVaux
    
    
    32,656
    (6)
    
    
    
    
    
    
    N/A
    
    
    $
    8.56
    
    
    
    3/4/2012
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A32,657
    (7)
    
    
    
    
    
    $
    7.41
    
    
    
    3/31/201325,000
    (8)
    
    
    
    
    
    $
    18.20
    
    
    
    7/5/201425,000
    (9)
    
    
    
    
    
    $
    19.02
    
    
    
    7/11/201525,000
    (10)
    
    
    
    
    
    $
    14.81
    
    
    
    7/10/201625000
    (11)
    
    
    
    
    
    $
    9.38
    
    
    
    6/4/201778,000
    (13)
    
    $
    319,80019,500
    (14)
    
    $
    42,900John E. Abdo
    
    
    52,251
    (6)
    
    
    
    
    
    
    N/A
    
    
    $
    8.56
    
    
    
    3/4/2012
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A52,251
    (7)
    
    
    
    
    
    $
    7.41
    
    
    
    3/31/201340,000
    (8)
    
    
    
    
    
    $
    18.20
    
    
    
    7/5/201440,000
    (9)
    
    
    
    
    
    $
    19.02
    
    
    
    7/11/201540,000
    (10)
    
    
    
    
    
    $
    14.81
    
    
    
    7/10/201640,000
    (11)
    
    
    
    
    
    $
    9.38
    
    
    
    6/4/2017Jarett S. Levan
    
    
    1,502
    (2)
    
    
    
    
    
    
    N/A
    
    
    $
    4.33
    
    
    
    9/8/2008
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A3,755
    (3)
    
    
    
    
    
    
    
    
    
    $
    4.74
    
    
    
    4/6/20099,797
    (4)
    
    
    
    
    
    
    
    
    
    $
    2.82
    
    
    
    5/2/201016,328
    (5)
    
    
    
    
    
    
    
    
    
    $
    2.97
    
    
    
    1/2/201116,328
    (6)
    
    
    
    
    
    
    
    
    
    $
    8.56
    
    
    
    2/4/201219,594
    (7)
    
    
    
    
    
    $
    7.41
    
    
    
    3/31/201315,000
    (8)
    
    
    
    
    
    $
    18.20
    
    
    
    7/5/201415,000
    (9)
    
    
    
    
    
    $
    19.02
    
    
    
    7/11/201525,000
    (10)
    
    
    
    
    
    $
    14.81
    
    
    
    7/10/201635,000
    (11)
    
    
    
    
    
    $
    9.38
    
    
    
    6/4/2017Mark D. Begelman
    
    
    
    
    
    
    7,500
    (9)
    
    
    
    
    
    $
    19.02
    
    
    
    7/11/2015
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A42,500
    (12)
    
    
    
    
    
    $
    14.02
    
    
    
    10/10/201525,000
    (10)
    
    
    
    
    
    $
    14.81
    
    
    
    7/10/201625,000
    (11)
    
    
    
    
    
    $
    9.38
    
    
    
    6/4/2017Jay R. Fuchs
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJames A. White
    
    
    7,838
    (3)
    
    
    
    
    
    
    N/A
    
    
    $
    3.01
    
    
    
    12/31/2009
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A19,594
    (4)
    
    
    
    
    
    
    
    
    
    $
    2.82
    
    
    
    5/2/201032,657
    (5)
    
    
    
    
    
    
    
    
    
    $
    2.97
    
    
    
    1/2/201132,656
    (6)
    
    
    
    
    
    $
    8.56
    
    
    
    3/4/201232,657
    (7)
    
    
    
    
    
    $
    7.41
    
    
    
    3/31/201325,000
    (8)
    
    
    
    
    
    $
    18.20
    
    
    
    7/5/201425,000
    (9)
    
    
    
    
    
    $
    19.02
    
    
    
    7/11/201525,000
    (10)
    
    
    
    
    
    $
    14.81
    
    
    
    7/10/2016
 14




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##### Table of Contents



(1)
    
    All options are to purchase shares of the Companys Class A Stock.(2)
    
    Vested on December 14, 1998.(3)
    
    Vested on December 31, 2004.(4)
    
    Vested on May 2, 2005.(5)
    
    Vested on January 2, 2006.(6)
    
    Vested on March 4, 2007.(7)
    
    Although these options vested on March 31, 2008, they are included as unexercisable because
they were not exercisable as of December 31, 2007. As a result of their vesting on March 31, 2008,
these options are currently exercisable.(8)
    
    Vests on July 6, 2009.(9)
    
    Vests on July 12, 2010.(10)
    
    Vests on July 11, 2011.(11)
    
    Vests on June 5, 2012.(12)
    
    Vests on October 11, 2010.(13)
    
    Pursuant to the letter agreement between Mr. DeVaux, the Companys Executive Vice President
and Chief Operating Officer, and BankAtlantic, dated April 18, 2001 and effective June 4, 2001, Mr.
DeVaux received, among other things, 195,000 restricted shares of the Companys Class A Stock,
which restricted shares vest at the rate of 19,500 shares per year for 10 years beginning on June
4, 2002, subject to acceleration in the circumstances described in the Potential Payments upon
Termination or Change-in-Control table below. He is entitled to the dividends on all such shares
as such dividends are paid. The Company also pays Mr. DeVaux a gross-up for taxes due on vested
restricted shares, which is included under Tax Reimbursement in the All Other Compensation
table included as footnote 6 to the Summary Compensation Table above.(14)
    
    As a result of the Companys spin-off of Levitt, Mr. DeVaux received 48,750 restricted shares
of Levitt common stock on the same terms as his restricted shares of the Companys Class A Stock. 15




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##### Table of Contents



Option Exercises and Stock Vested  2007
  Option Awards
    
    Stock AwardsNumber of Shares
    
    Value Realized
    
    Number of Shares
    
    Value RealizedName
    
    Acquired on Exercise(1)
    
    on Exercise
    
    Acquired on Vesting
    
    on VestingAlan B. Levan
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    Valerie C. Toalson
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    James A. White
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    Lloyd B. DeVaux
    
    
    0
    
    
    
    
    
    
    
    19,500
    (2)
    
    $
    185,2504,875
    (3)
    
    $
    47,434John E. Abdo
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    Jarett S. Levan
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    Jay R. Fuchs
    
    
    145,088
    
    
    $
    617,098
    
    
    
    0
    
    
    
    Mark D. Begelman
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
 
 (1)
    
    Represents the number of shares of the Companys Class A Stock acquired upon exercise of stock
options.(2)
    
    See footnote 13 of the Outstanding Equity Awards at Fiscal Year-End  2007 table above.(3)
    
    See footnote 14 of the Outstanding Equity Awards at Fiscal Year-End  2007 table above. Pension Benefits  2007
  Present ValueNumber of Years
    
    of Accumulated
    
    Payments During LastName
    
    Plan Name
    
    Credited Service
    
    Benefit(1)
    
    Fiscal YearAlan B. Levan
    
    Retirement Plan for
    
    
    27
    
    
    $
    1,469,500
    
    
    $
    0Employees ofBankAtlanticValerie C. Toalson
    
    
    N/A
    
    
    
    0
    
    
    
    0
    
    
    
    0James A. White
    
    
    N/A
    
    
    
    0
    
    
    
    0
    
    
    
    0Lloyd B. DeVaux
    
    
    N/A
    
    
    
    0
    
    
    
    0
    
    
    
    0John E. Abdo
    
    Retirement Plan for
    
    
    15
    
    
    
    651,522
    
    
    
    0Employees ofBankAtlanticJarett S. Levan
    
    Retirement Plan for
    
    
    2
    
    
    
    609
    
    
    
    0Employees ofBankAtlanticJay R. Fuchs
    
    
    N/A
    
    
    
    0
    
    
    
    0
    
    
    
    0Mark D. Begelman
    
    
    N/A
    
    
    
    0
    
    
    
    0
    
    
    
    0
 
 (1)
    
    Assumptions used in the calculation of these amounts are included in footnote 19 to the
Companys audited financial statements for the fiscal year ended December 31, 2007 included in the
Original Form 10-K, except that retirement age was assumed to be 65, the normal retirement age as
defined in the Retirement Plan for Employees of BankAtlantic (the Retirement Plan). 16




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##### Table of Contents



Retirement Plan
     Estimated Annual BenefitsYears of Credited Service at December 31, 1998Average
Five Year Compensation at December 31, 1998
    
    5 Years
    
    10 Years
    
    20 Years
    
    30 Years
    
    40 Years$120,000
    
    $
    10,380
    
    
    $
    20,760
    
    
    $
    41,520
    
    
    $
    62,280
    
    
    $
    83,160$150,000
    
    
    13,005
    
    
    
    26,010
    
    
    
    52,020
    
    
    
    78,030
    
    
    
    104,160$160,000 and above
    
    
    13,880
    
    
    
    27,760
    
    
    
    55,520
    
    
    
    83,280
    
    
    
    111,160
 17




---



##### Table of Contents



Split-Dollar Plan
  Potential Payments upon Termination or Change-in-Control
  After ChangeIn ControlBefore Change in
    
    
    
    
    
    
    ResignationControl
    
    
    At the Event of
    
    
    within OneTermination
    
    
    Change in
    
    
    Year after
    
    
    TerminationName
    
    Benefit
    
    without Cause
    
    
    Control
    
    
    Change in Control
    
    
    without Cause
    
    
    Actual PaymentsAlan B. Levan
    
    N/AValerie C. Toalson(1)
    
    Vesting of Stock OptionsLloyd B. DeVaux(2)
    
    Salary
    
    $
    458,880
    
    
    $
    
    
    
    $
    917,760
    
    
    $
    458,880Bonus
    
    
    156,000
    
    
    
    
    
    
    
    312,000
    
    
    
    156,000Vesting of Restricted Stock
    
    
    181,350
    
    
    
    362,700
    
    
    
    
    
    
    
    Total
    
    $
    796,230
    
    
    $
    362,700
    
    
    $
    1,229,760
    
    
    $
    614,880John E. Abdo
    
    N/AJarett S. Levan
    
    N/AMark D. Begelman(3)
    
    N/AJay R. Fuchs(4)
    
    Salary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    543,057Bonus
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    124,536Vesting of Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    235,318Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    902,911James A. White(5)
    
    N/A
 
 (1)
    
    Pursuant to the letter agreement between Ms. Toalson, the Companys Executive Vice President
and Chief Financial Officer, and BankAtlantic, dated October 19, 2005 and effective February 13,
2006, in the event of a 18




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##### Table of Contents



change-in-control (which is defined as Mr. Alan Levan or BFC ceasing to control more than 50% of
the common voting rights), any of the unvested stock options granted to her on February 13, 2006
would immediately fully vest. The exercise price of these stock options exceeded the market share
price at December 31, 2007.(2)
    
    Pursuant to the letter agreement between Mr. DeVaux, the Companys Executive Vice President
and Chief Operating Officer, and BankAtlantic, dated April 18, 2001 and effective June 4, 2001, in
the event of a change-in-control of BankAtlantic (which is defined as 50% or more of BankAtlantics
stock being acquired by a third party which did not, as of the date of his employment, hold such
stock), any of his unvested restricted shares of the Companys Class A Stock vest immediately and,
if Mr. DeVaux resigns within one year after such change of control, he will be entitled to a
payment equal to two times his annual salary plus two times the higher of his preceding two years
cash incentive compensation. Notwithstanding any change-in-control of BankAtlantic, if Mr.
DeVauxs employment is terminated without cause, then he will be entitled to a payment equal to his
annual salary plus the higher of his preceding two years cash incentive compensation, and 39,000
restricted shares (in addition to those which have theretofore vested) will immediately vest.(3)
    
    Mr. Begelman resigned from his executive position with BankAtlantic during 2007 and has
advised BankAtlantic that he intends to resign from his non-executive position in June 2008. For
2007, Mr. Begelman was paid a discretionary bonus of $250,000, a portion of which will reduce any
amounts payable to him as severance.(4)
    
    Mr. Fuchs entered into an agreement with BankAtlantic, dated February 9, 2007. Under the terms
of this agreement, Mr. Fuchs agreed to, among other things, grant a general release to BankAtlantic
and its affiliates and to abide by a covenant-not-to-solicit and covenant-not-to-compete. In
exchange, BankAtlantic agreed to, among other things, continue to pay Mr. Fuchs his annual base
salary of $543,057 through January 9, 2008, pay Mr. Fuchs his bonus of $124,536 for the year ended
December 31, 2006, continue Mr. Fuchs medical/health/vision coverage in accordance with COBRA,
extend the exercise period of all of Mr. Fuchs vested stock options through May 15, 2007 and vest
all of Mr. Fuchs unvested stock options with a pro-rata date of January 9, 2008.(5)
    
    Effective June 30, 2007, Mr. White, the Companys former Executive Vice President and Chief
Financial Officer, became a non-executive officer. He is to receive an annual salary of $94,900
per year for four years. Compensation of Directors
  19




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##### Table of Contents



Director Compensation  2007
  Changein PensionValue andNonqualifiedNon-Equity
    
    DeferredFees Earned or
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    Paid in Cash
    
    Awards(1)(3)
    
    Awards(2)(3)
    
    Compensation
    
    Earnings
    
    Compensation(4)
    
    TotalD. Keith Cobb
    
    $
    70,000
    
    
    $
    24,998
    
    
    $
    50,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    $
    144,998Steven M. Coldren
    
    $
    73,000
    
    
    $
    54,162
    
    
    
    0
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    $
    127,162Bruno L. DiGiulian
    
    $
    50,000
    
    
    $
    24,998
    
    
    $
    50,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    9,000
    
    
    $
    133,398Mary E. Ginestra
    
    $
    50,000
    
    
    $
    54,162
    
    
    
    0
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    9,000
    
    
    $
    113,162Willis N. Holcombe
    
    $
    50,000
    
    
    
    0
    
    
    $
    50,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    $
    100,000David A. Lieberman
    
    $
    46,000
    
    
    $
    34,999
    
    
    $
    70,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    $
    150,999Charles C.
Winningham, II
    
    $
    50,000
    
    
    $
    24,998
    
    
    $
    50,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    $
    124,998
 
 (1)
    
    All restricted stock are shares of the Companys Class A Stock. The amount represents the
dollar amount recognized for financial statement reporting purposes for the fiscal year ended
December 31, 2007, in accordance with FAS 123(R), without taking into account an estimate of
forfeitures related to service-based vesting, of restricted stock grants, including amounts from
awards granted prior to 2007. There were no forfeitures during 2007. The grant date fair value of
the restricted stock awards computed in accordance with FAS 123(R) is as follows: Mr. Coldren -
$50,000 and Ms. Ginestra  $50,000.(2)
    
    All options are to purchase shares of the Companys Class A Stock. The amount represents the
dollar amount recognized for financial statement reporting purposes for the fiscal year ended
December 31, 2007, in accordance with FAS 123(R), without taking into account an estimate of
forfeitures related to service-based vesting, of stock option grants, including amounts from awards
granted prior to 2007. Assumptions used in the calculation of these amounts are included in
footnote 17 to the Companys audited financial statements for the fiscal year ended December 31,
2007 included in the Original Form 10-K. There were no forfeitures during 2007. The grant date
fair value of the stock option awards computed in accordance with FAS 123(R) is as follows: each of
Messrs. Cobb, DiGiulian, Holcombe and Winningham  $50,000; and Mr. Lieberman  $70,000.(3)
    
    The table below sets forth the aggregate number of shares of restricted Class A Stock and the
aggregate number of options to acquire shares of Class A Stock held by each non-employee director
as of December 31, 2007: Name
    
    Restricted Stock
    
    Stock OptionsD. Keith Cobb
    
    
    0
    
    
    
    34,392Steven M. Coldren
    
    
    2,222
    
    
    
    32,536Bruno L. DiGiulian
    
    
    0
    
    
    
    52,463Mary E. Ginestra
    
    
    2,222
    
    
    
    46,146Willis N. Holcombe
    
    
    0
    
    
    
    44,543David A. Lieberman
    
    
    0
    
    
    
    34,539Charles C. Winningham, II
    
    
    0
    
    
    
    39,401
 (4)
    
    Represents amounts paid as fees for service as trustee of the BankAtlantic Pension Plan. 20




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 Principal Shareholders of the Company
  Amount andNature ofName and Address of
    
    BeneficialTitle of Class
    
    Beneficial Owner
    
    Ownership
    
    Percent of ClassClass A Common Stock
    
    BFC Financial Corporation
    
    
    8,329,236
    (1)(4)
    
    
    23.47
    %2100 W. Cypress Creek RoadFt. Lauderdale, Florida 33309Class A Common Stock
    
    Wellington Management Company LLP
    
    
    5,734,321
    (2)
    
    
    11.17
    %75 State StreetBoston, Massachusetts 02109Class A Common Stock
    
    QVT Financial LP
    
    
    5,155,800
    (3)
    
    
    10.05
    %1177 Avenue of the AmericasNew York, New York 10036Class B Common Stock
    
    BFC Financial Corporation
    
    
    4,876,124
    (1)(4)
    
    
    100.00
    %2100 W. Cypress Creek RoadFt. Lauderdale, Florida 33309
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##### Table of Contents



(1)
    
    BFC has sole voting and dispositive power over all shares listed. BFC may be deemed to be
controlled by Alan B. Levan and John E. Abdo, who collectively may be deemed to have an aggregate
beneficial ownership of shares of common stock representing approximately 74% of the total voting
power of BFC. Mr. Alan B. Levan serves as Chairman and Chief Executive Officer of the Company and
BFC and Chairman of BankAtlantic, and Mr. John E. Abdo serves as Vice Chairman of the Company,
BankAtlantic and BFC.(2)
    
    As reported on Wellington Management Company, LLPs Schedule 13G filed with the SEC on February
14, 2008, Wellington Management Company, LLP has sole voting power for 4,835,361 shares and shared
dispositive power for 5,734,321 shares.(3)
    
    As reported on QVT Financial LPs Schedule 13G filed with the SEC on February 7, 2008, QVT
Financial LP has shared voting power for 5,155,800 shares and shared dispositive power for
5,155,800 shares.(4)
    
    Class B Stock is convertible on a share-for-share basis at any time at BFCs discretion. Security Ownership of Management
  Class A Stock
    
    Class B Stock
    
    Percent of Class A
    
    Percent of Class BName of Beneficial Owner
    
    Ownership
    
    Ownership
    
    Stock
    
    StockBFC Financial
Corporation(1)
    
    
    8,329,236
    (10)
    
    
    4,876,124
    (10)
    
    
    23.47
    %
    
    
    100
    %Alan B. Levan (1)(7)
    
    
    1,080,014
    (2)(3)(5)
    
    
    0
    (2)
    
    
    2.1
    %
    
    
    0John E. Abdo (1)
    
    
    725,079
    (3)(5)
    
    
    0
    
    
    
    1.4
    %
    
    
    0Mark D. Begelman
    
    
    6,794
    (3)
    
    
    0
    
    
    
    *
    
    
    
    0D. Keith Cobb
    
    
    45,738
    (4)(5)
    
    
    0
    
    
    
    *
    
    
    
    0Steven M. Coldren
    
    
    40,798
    (5)(9)
    
    
    0
    
    
    
    *
    
    
    
    0Lloyd B. DeVaux
    
    
    303,690
    (3)(5)(6)
    
    
    0
    
    
    
    *
    
    
    
    0Bruno L. DiGiulian
    
    
    53,463
    (5)
    
    
    0
    
    
    
    *
    
    
    
    0Jay R. Fuchs
    
    
    100,000
    
    
    
    0
    
    
    
    *
    
    
    
    0Mary E. Ginestra
    
    
    56,728
    (5)(9)
    
    
    0
    
    
    
    *
    
    
    
    0Willis N. Holcombe
    
    
    47,933
    (5)
    
    
    0
    
    
    
    *
    
    
    
    0Jarett S. Levan (7)
    
    
    78,124
    (5)
    
    
    0
    
    
    
    *
    
    
    
    0David A. Lieberman
    
    
    51,218
    (5)
    
    
    0
    
    
    
    *
    
    
    
    0Valerie C. Toalson
    
    
    10,316
    (3)
    
    
    0
    
    
    
    *
    
    
    
    0James A. White
    
    
    130,402
    (5)
    
    
    0
    
    
    
    *
    
    
    
    0Charlie C. Winningham, II
    
    
    154,416
    (5)
    
    
    0
    
    
    
    *
    
    
    
    0All directors and executive
officers of the Company as of
March 21, 2008 as a group (18
persons)
    
    
    11,742,403
    (8)(10)
    
    
    4,876,124
    (10)
    
    
    29.5
    %
    
    
    100
    %
 
 *
    
    Less than one percent of the class.(1)
    
    BFC may be deemed to be controlled by Alan B. Levan and John E. Abdo, who collectively may be
deemed to have an aggregate beneficial ownership of shares of common stock representing
approximately 74% of the total voting power of BFC. Mr. Alan B. Levan serves as Chairman and Chief
Executive Officer of the Company and BFC and Chairman of BankAtlantic, and Mr. John E. Abdo serves
as Vice Chairman of the Company, BankAtlantic and BFC. 22




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##### Table of Contents



(2)
    
    Mr. Alan B. Levan may be deemed to be the beneficial owner of the shares of Class A Stock and
Class B Stock owned by BFC and 815,800 shares of Class A Stock held by various personal interests.
The share amounts set forth for Mr. Levan do not include the shares of Class A Stock or Class B
Stock beneficially owned by BFC, but do include the 815,800 shares of Class A Stock held by various
personal interests.(3)
    
    Includes beneficial ownership of the following units of interest in shares of Class A Stock
held by the BankAtlantic 401(k) Plan: Mr. Abdo  44,767 shares; Mr. Begelman  1,294 shares; Mr.
Alan B. Levan  12,164 shares; Mr. DeVaux  43,377 shares; Ms. Toalson  316 shares.(4)
    
    470 shares of Class A Stock are held by Mr. Cobbs wife, as to which Mr. Cobb does not have
voting or investment power.(5)
    
    Includes beneficial ownership of the following shares of Class A Stock which may be acquired
within 60 days pursuant to stock options: Mr. Abdo  104,502 shares; Mr. Cobb  34,392 shares; Mr.
Coldren  32,536 shares; Mr. DeVaux  65,313; Mr. DiGiulian  52,463 shares; Ms. Ginestra  46,146
shares; Mr. Holcombe  44,543 shares; Mr. Alan B. Levan  156,754 shares; Mr. Jarett S. Levan 
67,304 shares; Mr. Lieberman  34,539 shares; Mr. White  125,402 shares; and Mr. Winningham 
39,401 shares.(6)
    
    Includes beneficial ownership of 78,000 shares of restricted Class A Stock held on behalf of
Mr. DeVaux, as to which Mr. DeVaux has voting, but not dispositive, power.(7)
    
    Mr. Jarett S. Levan is the son of Mr. Alan B. Levan.(8)
    
    Includes beneficial ownership of 1,155,195 shares of Class A Stock which may be acquired by
executive officers and directors within 60 days pursuant to stock options, units of interest held
by executive officers in 112,413 shares of Class A Stock held by the BankAtlantic 401(k) Plan,
78,000 shares of restricted stock held on behalf of Mr. DeVaux, as to which he has voting, but not
dispositive, power, 1,776 shares of restricted stock issued to directors which have not yet vested,
and shares of Class A stock owned by BFC that may be deemed beneficially owned by Mr. Alan B.
Levan.(9)
    
    Includes restricted stock granted in connection with non-employee director compensation. The
restricted stock is granted in Class A Stock under the Companys 2005 Restricted Stock and Option
Plan and vests monthly over a 12-month service period commencing June 2007. Total includes 888
shares of Class A Stock which may be acquired within 60 days after March 21, 2008 by each of Mr.
Coldren and Mrs. Ginestra.(10)
    
    Class B Stock is convertible on a share-for-share basis into Class A Stock at any time at
BFCs discretion. Equity Compensation Plan Information
 
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
 Review, Approval or Ratification of Transactions with Related Persons
  23




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##### Table of Contents



Transactions with Related Persons
        24




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##### Table of Contents



Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
 
 Fiscal 2007
    
    Fiscal 2006(in thousands)Audit fees
    
    $
    1,659
    (a)
    
    $
    1,783
    (a)Audit-related fees
    
    
    42
    (b)
    
    
    425
    (b)(c)Tax services
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    3
 
 (a)
    
    Includes primarily fees for services related to the annual financial statement audits, the 2007
and 2006 audit of effectiveness of internal control over financial reporting, and review of
quarterly financial statements filed in the Companys Quarterly Reports on Form 10-Q.(b)
    
    Audits of employee benefit plans.(c)
    
    Includes fees for services related to the previously proposed initial public offering of Ryan
Beck & Co. 25




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    DOCUMENTS FILED AS PART OF THIS AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K/A:
 (3)
    
    EXHIBITS
  ExhibitNumber
    
    Description
    
    Method of Filing3.2
    
    Amended and Restated By-laws of BankAtlantic
Bancorp, Inc., as amended on December 4,
2007
    
    Filed herewith31.1
    
    Certification of Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    Certification of Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    Filed herewith
 26




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##### Table of Contents



SIGNATURES
  BANKATLANTIC BANCORP, INC.Date:  April 29, 2008
    By:
    /s/ Alan B. LevanAlan B. Levan,Chairman of the Board and
Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Alan B. Levan

Alan B. Levan
    
    Chairman of the Board and Chief Executive Officer
    
    April 29, 2008/s/ John E Abdo

John E. Abdo
    
    Vice Chairman of the Board
    
    April 29, 2008/s/ Valerie C. Toalson

Valerie C. Toalson
    
    Executive Vice President and Chief Financial Officer
    
    April 29, 2008/s/ Steven M. Coldren

Steven M. Coldren
    
    Director
    
    April 29, 2008/s/ Mary E. Ginestra

Mary E. Ginestra
    
    Director
    
    April 29, 2008/s/ Bruno L. DiGiulian

Bruno L. DiGiulian
    
    Director
    
    April 29, 2008/s/ Charlie C. Winningham, II

Charlie C. Winningham, II
    
    Director
    
    April 29, 2008/s/ Jarett S. Levan

Jarett S. Levan
    
    Director and President
    
    April 29, 2008/s/ D. Keith Cobb

D. Keith Cobb
    
    Director
    
    April 29, 2008/s/ Willis N. Holcombe

Willis N. Holcombe
    
    Director
    
    April 29, 2008/s/ David A. Lieberman

David A. Lieberman
    
    Director
    
    April 29, 2008
 27




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.2
    
    Amended and Restated By-laws of BankAtlantic Bancorp, Inc., as
amended on December 4, 200731.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
 28