19. Restricted Stock, Common Stock and Common Stock Option Plans

Issuance of Class A Common Stock

On May 2, 2011, the Company announced its intention to pursue a rights offering to the Company’s shareholders for up to $30 million of Class A Common Stock. Under the terms of the rights offering, the Company distributed to each holder of record of the Company’s Class A Common Stock and Class B Common Stock on May 12, 2011 0.624 non transferable subscription rights to purchase shares of Class A Common Stock for each share of Class A and Class B common stock owned on that date. Each whole subscription right entitled the holder to purchase one share of Class A Common Stock at a subscription price of $3.75 per share. The rights offering was completed on June 16, 2011 and the Company issued 3,025,905 shares of its Class A Common Stock to its shareholders. The Company used the net proceeds of $11.0 million to fund part of its $20 million capital contribution to BankAtlantic in June 2011.

BankAtlantic Bancorp Restricted Stock and Stock Option Plans:

The Company has two share-based compensation plans: the 2001 Amended and Restated Stock Option Plan and the 2005 Restricted Stock and Option Plan. The maximum term of incentive stock options and non-qualifying stock options issued under each of these plans is ten years. Vesting is established by the Compensation Committee of the Board of Directors (“the Compensation Committee”) in connection with each grant of options or restricted stock. All directors’ stock options vest immediately. In 2005, all shares remaining available for grant of new awards under the 2001 stock option plan were canceled. The 2005 Restricted Stock and Option Plan provides that up to 1,875,000 shares of Class A common stock may be issued for restricted stock awards and upon the exercise of options granted under the Plan, and at December 31, 2013 no shares remained available for grants of awards under the 2005 Plan.

The following is a summary of the Company’s non-vested restricted Class A common share activity:



	Class A		Weighted
	Non-vested		Average
	Restricted		Grant date
	Stock		Fair Value
Outstanding at December 31, 2010	313,780	$	7.40
Vested	(87,130)		8.68
Forfeited	(14,750)		6.20
Granted	-		-
Outstanding at December 31, 2011	211,900		6.96
Vested	(142,900)		6.20
Forfeited	(4,000)		6.20
Granted	1,130,406		6.55
Outstanding at December 31, 2012	1,195,406		6.53
Vested	(315,104)		6.52
Forfeited	-		-
Granted	430,000		13.33
Outstanding at December 31, 2013	1,310,302	$	8.76

In October 2013, the Board of Directors granted in the aggregate 430,000 shares of Class A restricted common stock (“RSAs”) under the 2005 Restricted Stock and Option Plan to certain of its executive officers. The grant date fair value was calculated based on the closing price of the Company’s Class A common stock on the grant date. The RSAs vest four years from the grant date or October 8, 2017. The RSAs had a fair value of $13.33 per share at the grant date

In November 2012, the Company entered into employment agreements with certain of its executive officers. Pursuant to the terms of their employment agreements, the Company granted in the aggregate 1,130,406 RSAs under the 2005 Restricted Stock and Option Plan. The grant date fair value was calculated based on the closing price of the Company’s Class A common stock on the grant date. The RSAs vest pro-rata over a four year period beginning September 30, 2013 and had a fair value of $6.55 per share at the grant date. Upon the lapse of 282,602 RSAs on September 30, 2013, and accordance with the Plan, the Company withheld 114,480 of the underlying shares of Class A Common Stock in order to meet $1.6 million of minimum statutory tax withholding requirements. The 114,480 shares of Class A Common Stock were retired.

As of December 31, 2013, the total unrecognized compensation cost related to non-vested restricted stock compensation was approximately $10.5 million. The cost of these non-vested RSAs is expected to be recognized over a weighted-average period of approximately 20 months. The fair value of shares vested during the years ended December 31, 2013, 2012 and 2011 was $4.3 million, $684,000 and $446,000 respectively. The vesting of 72,400 RSAs was accelerated with respect to employees employed by BankAtlantic at the closing of the BB&T Transaction. As a consequence, the Company recognized $0.4 million of compensation expense upon the vesting of these RSA’s on July 31, 2012.

The Company recognizes stock based compensation costs based on the grant date fair value. The grant date fair value for stock options is calculated using the Black-Scholes option pricing model incorporating an estimated forfeiture rate and recognizes the compensation costs for those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of five years.

The following is a summary of the Company’s Class A common stock option activity:



			Weighted	Weighted
	Class A		Average	Average		Aggregate
	Outstanding		Exercise	Remaining		Intrinsic
	Options		Price	Contractual Term		Value ($000)
Outstanding at December 31, 2010	116,348	$	268.45	3.7
Exercised	-		-
Forfeited	(6,751)		282.05
Expired	(17,367)		254.32
Granted	-		-
Outstanding at December 31, 2011	92,230		277.25	3.1
Exercised	-		-
Forfeited	(55,426)		306.63
Expired	-		-
Granted	-		-
Outstanding at December 31, 2012	36,804		233.00	3.1
Exercised	-
Forfeited	(7,559)		124.57
Expired	(7,963)		185.82
Granted	-		-
Outstanding at December 31, 2013	21,282	$	289.17	2.5	$	-
Exercisable at December 31, 2013	21,282	$	289.17	2.5	$	-
Available for grant at December 31, 2013	-

There were no options granted or exercised during each of the years in the three year period ended December 31, 2013. Upon the consummation of the BB&T Transaction and the transfer of employees to BB&T, options to acquire 55,426 shares of Class A Common Stock were forfeited.

Included in the Company’s Consolidated Statements of Operations in compensation expense was $2.5 million, $1.1 million and $1.1 million of share-based compensation expense for the years ended December 31, 2013, 2012 and 2011, respectively. There was no recognized tax benefit associated with the compensation expense for the years ended December 31, 2013, 2012 and 2011 as it was not more likely than not that the Company would realize the tax benefits associated with the share based compensation expense.