Second Amendment to Employment Agreement  - BankUnited and James R. Foster



 Exhibit 10.34 
 Amendment No. 2 to Employment Agreement 
 This Amendment No. 2 to the Employment
Agreement entered into as of October 24, 2005 and amended on November 1, 2006, (as amended, the “Agreement”) between BankUnited Financial Corporation (the “Company”) and James R. Foster (the “Executive”),
is made and is effective as of September 1, 2007. 
 Recitals 
 WHEREAS, Section 2.1 of the Agreement provides that the Agreement shall expire at the conclusion of October 24, 2009;
and 
 WHEREAS, the Company desires the Executive to assume additional responsibilities; and 
 WHEREAS, the Executive is willing to assume the additional responsibilities requested by the Company, in exchange for an extension
of the term of the Agreement, an increase in his current annual base salary and an extension of the period for which the Company will purchase supplemental term life insurance covering the Executive; 
 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: 
 “The Company hereby agrees to employ the Executive and the Executive hereby agrees to provide services to the Company, on the terms
and conditions set forth herein, for the period commencing on October 24, 2005 (hereinafter the “Commencement Date”) and expiring at the conclusion of December 31, 2010 (the “Term”), subject to renewal by the Committee
for successive terms of up to two (2) additional years, unless the Executive resigns prior to that time or is sooner terminated as hereinafter set forth.” 








 Amendment No. 2 to Employment Agreement - BUFC 
 James R. Foster 
  Page
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 2. Section 1. (g) of the Agreement is hereby amended and restated in its entirety as
follows: 
 “Change of Control Payment” means a lump sum cash payment to the Executive by the Company in an
amount which equals the product of (x) the greater of 12 or the number of full months remaining in the Term after the Change of Control, but not more than 40, times (y) the sum of Executive’s monthly Base Salary for the year in which
the Change of Control occurs, plus one twelfth of the last Annual Bonus awarded to the Executive for the fiscal year prior to the year in which the Change of Control occurs.” 
 3. Section 4.2 of the Agreement is hereby amended and restated in its entirety as follows: 
 The Company shall provide the Executive the standard benefits provided to other senior executives, including medical insurance coverage,
group disability and group life insurance for the Executive (collectively, the “Policies”), in accordance with the Company’s practices for other employees. To the extent any Policies have an eligibility period, Executive may maintain
his existing equivalent coverage under COBRA, and the Company shall reimburse him for that expense until the eligibility period is satisfied. Nothing herein shall prevent the Company from modifying or discontinuing any benefit plan so long as any
such modification applies equally to other comparable employees covered by such plans. In the event that the aggregate amount of life insurance coverage provided to the Executive under the group life insurance policies described above and the
bank-owned life insurance policies covering key employees of the Company and its affiliates, is less than one million dollars ($1,000,000), the Company shall purchase supplemental term life insurance sufficient to increase the aggregate amount of
life insurance coverage on the Executive to one million dollars ($1,000,000) for the period ending on the earlier of the date this Agreement is terminated or the conclusion of December 31, 2010. Notwithstanding the foregoing, in no event
shall the annual premium paid for such supplemental term life insurance exceed fifteen thousand dollars ($15,000). The Executive’s estate or his designee shall be the beneficiary of said supplemental term life insurance policy 








 Amendment No. 2 to Employment Agreement - BUFC 
 James R. Foster 
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 4. Section 5.3 of the Agreement is hereby amended and restated in its entirety as follows:

 “Termination Without Cause.” At any time the Company shall have the right to terminate Executive’s
employment hereunder by written notice to Executive; provided, however, that the Company shall (i) pay to Executive any compensation or other obligations accrued prior to the Date of Termination, all of which shall be paid within thirty
(30) days after the Date of Termination, (ii) pay to the Executive in a lump sum within thirty (30) days after the Date of Termination, an amount equal to the product of (x) the greater of 12 or the number of full months
remaining in the Term after the Date of Termination, but not more than 40, times (y) the sum of Executive’s monthly Base Salary for the year in which the Date of Termination occurs, plus one twelfth of the last Annual Bonus awarded to the
Executive for the fiscal year prior to the year in which the Date of Termination occurs pursuant to this Section 5.3, and (iii) implement the provisions for the Executive’s Vested Benefits as of the Date of Termination. The Company
shall be deemed to have terminated the Executive’s employment pursuant to this Section 5.3 if such employment is terminated by the Company without Cause. The Company and the Executive hereby stipulate that the payment and delivery of the
amounts specified in clause (ii) above are conditioned upon the Executive’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company or any of its affiliates, the
execution of a severance agreement and full release by the Executive in favor of the Company releasing all then existing claims against the Company, under this Agreement, related to the Executive’s employment, or otherwise, to the full extent
permitted by law, and so long as the Executive complies with all provisions of this Agreement, including Section 8. Such severance agreement and general release shall be in a form substantially similar to that attached hereto as Attachment A.
Any disputes shall be resolved by Arbitration as provided in Section 23. 
 4. Except as modified by this Amendment, all other terms and
conditions of the Agreement remain in full force and effect. 








 Amendment No. 2 to Employment Agreement - BUFC 
 James R. Foster 
  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/ Ramiro A. Ortiz
	 		 	By:	 	 /s/ James R. Foster

	Name:	 	Ramiro A. Ortiz	 		 	Name:	 	James R. Foster
	Title:	 	President and Chief Operating Officer	 		 		 	

  

			
	ATTEST:
		
	By:	 	 /s/ Dellene Acampa

		 	Assistant Secretary