Equity Based and Other Compensation Plans

Description of Equity Based Compensation Plans

In connection with the IPO of the Company's common stock in 2011, the Company adopted the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan (the "2010 Plan"). In 2014, the Board of Directors and the Company's stockholders approved the BankUnited, Inc. 2014 Omnibus Equity Incentive Plan (the "2014 Plan"). The 2010 Plan and 2014 Plans are administered by the Board of Directors or a committee thereof and provide for the grant of non-qualified stock options, share appreciation rights ("SARs"), restricted shares, deferred shares, performance shares, unrestricted shares and other share-based awards to selected employees, directors or independent contractors of the Company and its affiliates. The number of shares of common stock authorized for award under the 2010 Plan is 7,500,000, of which 23,965 shares remain available for issuance as of December 31, 2015. The number of shares of common stock available for issuance under the 2014 Plan is 4,000,000, of which 3,958,355 shares remain available for issuance as of December 31, 2015. Substantially all of the shares vest in equal annual installments over a period of three years from the date of grant. Shares of common stock delivered under the plans may consist of authorized but unissued shares or previously issued shares reacquired by the Company. The term of a share option or SAR issued under the plans may not exceed ten years from the date of grant and the exercise price may not be less than the fair market value of the Company's common stock at the date of grant. Unvested awards generally become fully vested in the event of a change in control, as defined.

Compensation Expense Related to Equity Based Awards

The following table summarizes compensation cost related to equity based awards for the years ended December 31, 2015, 2014 and 2013 (in thousands):



	2015			2014			2013
Compensation cost of equity based awards:
Unvested and restricted share awards	$	15,573		$	14,474		$	11,618
Option awards	—			609			1,362
Performance share awards	294			550			798
Total compensation cost of equity based awards	15,867			15,633			13,778
Related tax benefits	(5,965		)	(5,677		)	(5,021		)
Compensation cost of equity based awards, net of tax	$	9,902		$	9,956		$	8,757

Unrecognized compensation cost for unvested share awards outstanding at December 31, 2015 totaled $20.5 million, which will be recognized over a weighted average remaining period of 1.83 years.

Share Awards

Unvested share awards

A summary of activity related to unvested share awards for the years ended December 31, 2015, 2014 and 2013 follows:



	Number of Share Awards		Weighted Average Grant Date Fair Value
Unvested share awards outstanding, December 31, 2012	1,189,896		$	23.61
Granted	109,585		28.77
Vested	(534,363	)	24.12
Canceled or forfeited	(58,682	)	23.61
Unvested share awards outstanding, December 31, 2013	706,436		24.02
Granted	699,529		31.71
Vested	(465,476	)	24.22
Canceled or forfeited	(111,264	)	26.51
Unvested share awards outstanding, December 31, 2014	829,225		30.06
Granted	664,928		32.06
Vested	(394,498	)	28.72
Canceled or forfeited	(59,270	)	29.82
Unvested share awards outstanding, December 31, 2015	1,040,385		$	31.86

Included in the table above are 22,913 shares granted in 2013 as employment inducement awards outside of the 2010 and 2014 plans but subject to the same terms and conditions as awards granted under the 2010 and 2014 plans.

Unvested share awards are generally valued at the closing price of the Company's common stock on the date of grant. The following table summarizes the closing price of the Company's stock on the date of grant for shares granted and the aggregate grant date fair value of shares vesting during the years ended December 31, 2015, 2014, and 2013 (in thousands, except per share data):



	2015		2014		2013
Range of the closing price on date of grant	$31.35 - $38.63		$30.34 - $34.04		$24.53 - $30.72
Aggregate grant date fair value of shares vesting	$	11,330	$	11,273	$	10,714

Substantially all of the shares vest in equal annual installments over a period of three years from the date of grant. Unvested shares participate in dividends declared on the Company's common stock on a one-for-one basis.

Performance share awards

Certain of the Company's executive officers are eligible to receive performance share awards at the end of designated performance periods. The dollar value of share awards to be granted is based on the achievement of certain performance criteria pre-established by the Company's Compensation Committee. The number of performance shares to be awarded is variable based on the closing price of the Company's stock on the date of grant; therefore, these awards are initially classified as liability instruments in the Company's consolidated balance sheets. The awards vest over varying schedules of up to three years.

Based on the closing price of the Company's common stock on the date of grant, 41,645, 50,099 and 66,822 performance share awards with aggregate values of $1.5 million, $1.5 million and $2.0 million were granted in 2015, 2014 and 2013, respectively. These shares are included in the summary of activity related to unvested share awards above.

Option Awards

A summary of activity related to stock option awards for the years ended December 31, 2015, 2014 and 2013 follows:



	Number of Option Awards		Weighted Average Exercise Price
Option awards outstanding, December 31, 2012	5,698,788		$	25.89
Exercised	(539,588	)	18.37
Canceled or forfeited	(88,261	)	43.30
Option awards outstanding, December 31, 2013	5,070,939		26.38
Exercised	(55,423	)	16.71
Canceled or forfeited	(469	)	63.74
Option awards outstanding, December 31, 2014	5,015,047		26.49
Exercised	(1,363,895	)	26.14
Option awards outstanding and exercisable, December 31, 2015	3,651,152		$	26.62

The intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $8.7 million, $0.9 million, and $6.1 million, respectively.

There were no option awards granted during the years ended December 31, 2015, 2014 and 2013
. Additional information about options outstanding and exercisable at December 31, 2015 is presented in the following table:



	Outstanding and Exercisable Options
Range of Exercise Prices	Number of Options	Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
$10.00 - $13.39	47,250	3.73	$	1,177
$15.94 - $19.97	89,964	4.41	1,626
$21.36 - $22.31	99,617	5.25	1,374
$27	3,397,105	5.09	30,778
$63.74	17,216	2.94	—
	3,651,152	5.05	$	34,955

Deferred Compensation Plan

The Company has a non-qualified deferred compensation plan for a select group of key management or highly compensated employees whereby a participant, upon election, may defer a portion of eligible compensation. The deferred compensation plan provides for discretionary Company contributions. Generally, the Company has elected not to make contributions; however, for a small group of employees, the Company makes contributions equal to 100% of the first 1% plus 70% of the next 5% of eligible compensation deferred. The Company credits each participant's account with income based on either an annual interest rate determined by the Company's Compensation Committee or returns of selected investment portfolios, as elected by the participant. A participant's elective deferrals and interest thereon are at all times 100% vested. Company contributions and interest thereon will become 100% vested upon the earlier of a change in control, as defined, or the participant's death, disability, attainment of normal retirement age or the completion of two years of service. Participant deferrals and any associated earnings will be paid upon separation from service or based on a specified distribution schedule, as elected by the participant. Deferred compensation expense was $751 thousand, $543 thousand and $373 thousand for the years ended December 31, 2015, 2014 and 2013, respectively. Deferred compensation liabilities of $12 million and $6 million were included in other liabilities in the accompanying consolidated balance sheets at December 31, 2015 and 2014, respectively.

BankUnited 401(k) Plan

The Company sponsors the BankUnited 401(k) Plan, a tax-qualified, deferred compensation plan (the "401(k) Plan"). Under the terms of the 401(k) Plan, eligible employees may contribute a portion of compensation not exceeding the limits set by law. Employees are eligible to participate in the plan after one month of service. The 401(k) Plan allows a matching employer contribution equal to 100% of elective deferrals that do not exceed 1% of compensation, plus 70% of elective deferrals that exceed 1% but are less than 6% of compensation. Matching contributions are fully vested after two years of service. For the years ended December 31, 2015, 2014 and 2013, BankUnited made matching contributions to the 401(k) Plan of approximately $4.9 million, $4.5 million and $4.1 million, respectively.