amtb-20210211
0001734342false00017343422021-02-112021-02-110001734342us-gaap:CommonClassAMember2021-02-112021-02-110001734342us-gaap:CommonClassBMember2021-02-112021-02-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 11, 2021
 
Amerant Bancorp Inc.
(Exact name of registrant as specified in its charter) 
Florida 001-38534 65-0032379
(State or other jurisdiction
of incorporation
 (Commission
file number)
 (IRS Employer
Identification Number)
220 Alhambra Circle
Coral Gables, Florida 33134
(Address of principal executive offices)

(305) 460-8728
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of exchange on which registered
Class A Common StockAMTBNASDAQ
Class B Common StockAMTBBNASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Execution of Consulting Agreement

Amerant Bancorp Inc. (“Amerant” or the “Company”) previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 21, 2021, the retirement of Millar Wilson as Vice-Chairman and Chief Executive Officer and that the Company, and its subsidiary, Amerant Bank, N.A. (the “Bank”), were expected to enter into a consulting agreement with Mr. Wilson effective upon his departure.

On February 16, 2021, the Bank entered into a Consulting Agreement with Mr. Wilson, effective as of April 1, 2021 (the “Agreement”). Pursuant to the Agreement, from April 1, 2021 through December 31, 2021, Mr. Wilson will, upon specific request from the office of the Bank's Chief Executive Officer, provide the Bank and any of its affiliates with support in connection with ongoing transactions or processes and guidance and advice on corporate and/or business strategy matters. Mr. Wilson shall render such services as are outlined by the Bank and agreed to by Mr. Wilson on a project-by-project basis. For such consulting services, Mr. Wilson will receive a fee of $7,500 per month for up to twenty hours of services per month, which will be paid to Mr. Wilson monthly after submittal of a billing statement at the end of each month. The Agreement also contains customary provisions, including a provision related to confidentiality. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Adoption of Form Agreements – Long Term Incentive Plan

On February 11, 2021, the Compensation Committee (the “Committee”) of Amerant adopted a new form of performance based restricted stock unit agreement (the "Form PSU Agreement"), and a new form of restricted stock unit agreement (the "Form RSU Agreement") that will be used in connection with a Long-Term Incentive Plan (the “LTI Plan”), a sub-plan under the Company’s 2018 Equity and Incentive Compensation Plan, also approved by the Committee.

Under the LTI Plan the Company’s named executive officers and other members of the Company’s Executive Management Committee may be awarded: (1) performance based restricted stock units, and/or (2) time-based restricted stock units.

The Form PSU Agreement provides for the grant of performance based restricted stock units to the named executive officers and other members of the Company’s Executive Management Committee, which generally vest at the end of a three-year performance period subject to the additional requirement that the grantee remain in continuous service through the vesting date, but only result in the issuance of shares if the Company achieves a specified threshold of Relative Total Shareholder Return (as defined in the Form PSU Agreement) relative to the TSR of a peer group defined by the Committee. The actual number of earned performance based restricted stock units pursuant to the Form PSU Agreement shall be based on the achievement of the Relative Total Shareholder Return at a Threshold, Target or Maximum level set by the Committee for the performance period, and in general can range from 50% of the performance based restricted stock units to 150% of the performance based restricted stock units.


The Form RSU Agreement provides for the grant of restricted stock units also to the named executive officers and other members of the Company’s Executive Management Committee, which vest in three equal installments on each of the first three anniversaries of the date of grant (subject to continuous service through each applicable vesting date). The number of shares issuable upon vesting of the restricted stock units is fixed on the date of grant and is not dependent on the achievement of any performance target.

The performance based restricted stock units and restricted stock units awarded under the Form PSU Agreement and Form RSU Agreement will be settled in shares of Class A common stock of the Company, following the satisfaction of the vesting conditions. Grantees shall have no voting or other stockholder rights with respect to the shares of common stock underlying the performance based restricted stock units and the restricted stock units prior to the settlement of such award in shares of Class A common stock.

The foregoing descriptions of the Form PSU Agreement and the Form RSU Agreement are summaries only and are qualified in their entirety by reference to the form agreements, which are attached hereto as Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.



Sign-On Grant Agreements

On a Current Report on Form 8-K filed by Amerant with the SEC on January 21, 2021, the Company reported that Mr. Gerald P. Plush would receive, in connection with his appointment as Vice-Chairman & CEO, a sign-on grant of restricted stock units and performance based restricted stock units (collectively, the “Sign-on Grant”) with a value equal to two hundred twenty-five percent (225%) of his Base Salary, or $1,912,500.

On February 16, 2021 (the “Date of Grant”), the Company and Mr. Plush entered into a Performance Based Restricted Stock Unit Agreement (the “PSU Agreement”) substantially in the form of the Form PSU Agreement attached hereto as Exhibit 10.2, pursuant to which Mr. Plush was granted an award consisting of the opportunity to earn a maximum of 62,377 performance based restricted stock units (50% of the units of the Sign-on Grant), which generally vests at the end of a three-year performance period subject to the additional requirement that Mr. Plush remains in continuous service through the vesting date, but only results in the issuance of shares if the Company achieves a specified threshold of Relative Total Shareholder Return (as defined in the Form PSU Agreement) relative to the TSR of a peer group defined by the Committee. The actual number of performance based restricted stock units Mr. Plush may earn shall be based on the achievement of the Relative Total Shareholder Return at a Threshold or Target level set by the Committee for a 3-year period beginning January 1, 2021 and ending on December 31, 2023, and in general can range from 50% of the performance based restricted stock units to 100% of the performance based restricted stock units.

On February 16, 2021 (the “Date of Grant”), the Company and Mr. Plush entered into a Restricted Stock Unit Agreement (the “RSU Agreement”) substantially in the form of the Form RSU Agreement attached hereto as Exhibit 10.3, pursuant to which Mr. Plush was granted 62,377 restricted stock units (50% of the units of the Sign-on Grant), which vest in three equal installments on each of the first three anniversaries of the Date of Grant (subject to continuous service through each applicable vesting date).

The number of restricted stock units and performance based restricted stock units awarded pursuant to the Sign-on Grant were determined based on a price of $15.33 per share, which is the average closing price of the Company’s shares of Class A common stock for the 20 business days preceding the date the Sign-on Grant was awarded.

Item 9.01. Financial Statements and Exhibits.
NumberExhibit
10.1
10.2
10.3
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: February 18, 2021 Amerant Bancorp Inc.
    
  By: /s/ Julio V. Pena
    Name: Julio V. Pena
    Title:  Senior Vice President and Assistant Corporate Secretary

a101consultingagreementw
1 56137244;8 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Consulting Agreement"), effective as of April 01, 2021, is entered into by and between Amerant Bank, N.A., a national banking association (the "Bank"), and Millar Wilson, an individual who is a resident of the State of Florida ("Consultant"). BACKGROUND A. In addition to his current role as Director, the Bank wishes to retain Consultant and to avail itself of the services of Consultant on the terms set forth herein; and B. Consultant wishes to be so retained under the terms set forth herein. NOW, THEREFORE, in consideration of the promises, mutual covenants, and the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: AGREEMENT 1. NATURE OF ENGAGEMENT. The Bank hereby engages Consultant as an independent contractor, and Consultant hereby accepts such engagement. Consultant and the Bank agree and understand that the relationship of Consultant to the Bank shall at all times be that of an independent contractor. No employment, agency, partnership or joint venture relationship is created by this Consulting Agreement. Consultant understands that absent express approval of the Bank’s Board of Directors or Executive Management Committee, Consultant shall not have the right to enter into any contract or incur any obligation, debt or other liability on behalf of or in the name of the Bank or any of its affiliates. Consultant represents and warrants to Bank that there is no legal impediment to Consultant entering into this Consulting Agreement, and neither entering into this Consulting Agreement nor performing the services contemplated hereby will violate any other agreement to which Consultant is a party. 2. SERVICES. It is contemplated that Consultant will, upon specific request from the office of the Bank's Chief Executive Officer, provide the Bank and any of its affiliates with support in connection with ongoing transactions or processes and guidance and advice on corporate and/or business strategy matters. Consultant shall render such services as are outlined by the Bank and agreed to by Consultant on a project-by-project basis, establishing among other terms, the scope of any specific assignment. Unless the nature of the assignment would require the presence of Consultant, Consultant may provide such services remotely at its sole option. Consultant shall provide such services on an as-needed basis with no designated minimum number of hours per week or per month. 3. POLICIES AND PROCEDURES. Consultant agrees that in performing the services contemplated hereby, he shall be subject to and shall comply with the applicable policies and procedures of the Bank, as established and as modified, added to or eliminated from time to time at the sole discretion of the Bank. Consultant further agrees and acknowledges that any written or


 
2 56137244;8 oral policies and procedures of the Bank do not constitute contracts between the Bank and Consultant. 4. COMPENSATION. (a) Compensation. For Consultant's availability to perform services under this Consulting Agreement and for providing such services up to twenty hours per month, the Bank shall pay Consultant the monthly fee set forth on Exhibit "A" attached hereto. For any hours of service in excess of twenty hours per month, Consultant shall be paid the hourly rate set forth on Exhibit "A." (b) Payment Terms. The compensation will be paid to Consultant monthly after submittal of a billing statement at the end of each month, including a reference to the monthly fee on Exhibit "A" and additional fees accrued as set forth in Section 4(a), if any, as well as expenses to be reimbursed by the Bank as set forth below. (c) Expense Reimbursement. Consultant shall provide a detailed accounting of all reimbursable expenses incurred in relation to services performed under this Consulting Agreement in accordance with the Bank's policies. The Bank shall reimburse all reimbursable expenses in accordance with the Bank's policies and procedures for such reimbursements. (d) Taxes. Consultant acknowledges and agrees that: (i) Consultant is solely and exclusively responsible for the payment of all federal, state and local taxes, whether income, sales, excise or otherwise, imposed on the compensation provided for in Section 4(a) above (collectively, "Taxes"); (ii) the Bank is not required to withhold or pay over any Taxes on behalf of Consultant; and (iii) Consultant will indemnify and hold harmless the Bank from and against any liability, together with any and all attorneys' fees and costs that the Bank may incur by reason of any of the following: (a) Consultant's failure to properly and timely report all such compensation and pay all Taxes due with respect to such compensation; (b) the Bank's being required to pay Taxes with respect to Consultant; or (c) the Bank's need to defend or prosecute the independent contractor status of the Bank's relationship with Consultant. 5. TERM OF THE CONSULTING AGREEMENT. The term of this Consulting Agreement shall commence on April 1, 2021 and shall continue through December 31, 2021, unless extended by mutual agreement in writing or terminated earlier by Consultant with not less than 30 days prior written notice. 6. NO IMPACT ON OTHER AGREEMENTS. Nothing in this Consulting Agreement shall be deemed to relieve Consultant of any continuing obligations under the Employment Agreement entered into as of March 20, 2019 between Consultant and the Bank (which agreement terminated as of March 31, 2021) (the "Employment Agreement"), including but not limited to the obligations set forth in Sections 6 through 8 thereof. Further, Consultant's previously-awarded unvested restricted stock pursuant to his prior employment with the Bank shall remain active and shall continue to vest as scheduled so long as this Consulting Agreement remains active on each Vesting Date, as such term is defined in the corresponding Restricted Stock Agreement. 7. CONFIDENTIALITY. Consultant hereby acknowledges and agrees that during the term of this Consulting Agreement, Consultant may be provided with access to trade secrets and


 
3 56137244;8 confidential information of the Bank and its affiliates. Consultant agrees to keep in strict confidence, and not to, directly or indirectly, at any time during or following termination of this Consulting Agreement, disclose, furnish, disseminate, make available or, except in the course of performing the contemplated services, use any trade secrets or confidential information of the Bank or its affiliates or their customers, vendors, joint venturers, and third parties with whom they do business, without limitation as to when or how Consultant may have acquired such information. Such confidential information (hereinafter "Confidential Information") shall include, without limitation, the Bank's or its affiliates' trade secrets, unique selling, origination and servicing methods and business techniques; training, service and business manuals; promotional materials, and other training and instructional materials; vendor and product information; customer and prospective customer lists, other customer and prospective customer information; and other business information. Consultant specifically acknowledges that all such Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in Consultant's mind or memory and whether compiled by the Bank or its affiliates, and/or Consultant, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Bank or its affiliates to maintain the secrecy of such information, that such information is the sole property of the Bank or its respective affiliates and that any retention and use of such information by Consultant during the term of this Consulting Agreement (except in the course of performing the contemplated services) or following the termination of this Consulting Agreement shall constitute a misappropriation of the Bank's or its affiliates' trade secrets. Upon termination of this Consulting Agreement, Consultant shall promptly return all materials reflecting Confidential Information to the Bank, regardless of the form in which such materials are maintained and including any information stored on Consultant's personal computer. Further, upon termination of this Consulting Agreement, Consultant shall not retain any copies of such materials and shall immediately delete from Consultant's computer all information in any way pertaining to the Bank or its affiliates. Nothing in this Consulting Agreement prohibits Consultant from, without prior notice to the Bank, filing a charge or complaint with, communicating with, or participating in any investigation or proceeding conducted by, any federal, state, or local government agency (including, but not limited to, the Securities Exchange Commission) or otherwise reporting possible violations of any law, rule, or regulation to any government agency charged with enforcement of such law, rule, or regulation. 9. MISCELLANEOUS. (a) No Fringe Benefits. During the term of this Consulting Agreement, Consultant will not be eligible to participate in any benefit plans or programs maintained by the Bank for the benefit of its employees. For the avoidance of doubt, this Consulting Agreement shall not prohibit Consultant from receiving awards from the Bank pursuant to other written agreements or relationships Consultant may have with the Bank, including but not limited to awards and other payments made to Consultant in his role as Director of the Bank or any of its affiliates.


 
4 56137244;8 (b) Technology. Consultant shall utilize his own personal computer in performing the services contemplated under this Consulting Agreement. Reasonable access to the Bank's network will be granted to Consultant, as needed, for the purposes of gathering data for the performance of the services contemplated under this Consulting Agreement. (c) Control. The parties agree that the Bank shall have no control over the details or the manner in which Consultant performs the services contemplated hereunder. The parties acknowledge that Consultant possesses professional skills and expertise not possessed by the Bank. (d) Service to Others. Consultant is an independent consultant who may provide consulting services to the general public. Except as provided herein or in the Employment Agreement, nothing in this Consulting Agreement shall be construed as limiting his right to do so. (e) Entire Agreement. This Consulting Agreement between the parties sets forth the entire agreement and understanding of the parties hereto with regard to the engagement of Consultant by the Bank and supersedes any and all prior agreements, arrangements and understandings, written or oral, pertaining to the subject matter hereof, except as set forth herein. For clarity, this Consulting Agreement does not supersede the Employment Agreement or any of the Restricted Stock Agreements to which Consultant and the Bank are parties. (f) Severability. In the event that any provision of this Consulting Agreement is held to be invalid, illegal, prohibited or unenforceable by any court or other authority of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition, illegality, or invalidity, without invalidating or affecting in any manner the remainder of such provision or the remaining terms or provisions of this Consulting Agreement. (g) Governing Law; Enforcement; Waiver of Jury Trial; Prevailing Party Fees. This Consulting Agreement and all disputes relating to this Consulting Agreement shall be governed in all respects by the laws of the State of Florida as such laws are applied to agreements entered into and performed entirely in Florida. The parties agree that jurisdiction for any disputes related to this Consulting Agreement lies solely in the state and federal courts of Florida, and that venue for any litigation related to this Consulting Agreement lies solely in Miami Dade County, Florida. FURTHER, IF LITIGATION IS BROUGHT TO ENFORCE THIS CONSULTING AGREEMENT OR OTHERWISE ARISING OUT OF THE RELATIONSHIP OF THE PARTIES, THE PARTIES KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM HAS TO A TRIAL BY JURY. And, in any action or suit to enforce any right or remedy under this Consulting Agreement or to interpret any provision of this Consulting Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees, at all levels. (h) Counterparts. This Consulting Agreement may be executed by electronic means and in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. (i) No Assignment or Delegation. Consultant shall neither assign, attempt to assign, delegate or attempt to delegate this Consulting Agreement or any right or obligation


 
5 56137244;8 hereunder unless written consent is first procured from the Bank. Any assignment or delegation of duties in violation of this provision shall be null and void. (j) No Modification. No term, provision or condition hereof shall be held to be altered, amended, waived, modified or changed in any respect unless such is effected in writing executed by the Bank and Consultant. (k) No Waiver. Failure of either party at any time to require performance by the other of any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any of the provisions hereof constitute a waiver of any succeeding breach of the same or of any other provision itself. IN WITNESS WHEREOF, the parties have each duly executed this Consulting Agreement as of the day and year first above written. BANK: AMERANT BANK, N.A. /s/ Ivan E. Trujillo By: Ivan E. Trujillo Title: EVP Chief Legal Officer and Corporate Secretary CONSULTANT: /s/ Millar Wilson Millar Wilson [Address]


 
Exhibit A - 1 56137244;8 EXHIBIT A COMPENSATION - Monthly fee = $7,500 per month for up to twenty hours of services per month. - Hourly rate for each hour of service in excess of twenty hours per month = $375.


 
a102formofperformancesto
55854967;6 AMERANT BANCORP INC. Performance Based Restricted Stock Unit Agreement for Executives This PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of [___________ __], 2021 (the “Date of Grant”), by and between Amerant Bancorp, Inc., a Florida corporation (the “Company”), and [_________________] (the “Grantee”). 1. Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Amerant Bancorp Inc. 2018 Equity and Incentive Compensation Plan, as the same may be amended from time to time (the “Plan”). 2. Grant of PSUs. Company hereby grants to Grantee a performance stock unit (the “PSUs”) award consisting of [insert number of granted PSUs at Target] PSUs pursuant to and subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan. Each PSU that vests pursuant to the terms of this grant document shall provide Grantee with the right to receive one share of Common Stock subject to the terms and conditions of this Agreement. The number of shares of Common Stock subject to the PSUs at Target (as defined below) performance level is [insert number of shares subject to PSUs at Target] shares. The maximum number of shares of Common Stock subject to the PSUs is [insert maximum number of shares subject to PSUs at Maximum] shares, provided, however, that the actual number of shares of Common Stock that Grantee shall receive pursuant to the PSUs shall be based on the achievement of the performance goal at a Threshold, Target or Maximum level as set forth in Section 4. The Grantee shall not be considered a stockholder of record and shall have no voting or other stockholder rights with respect to shares of Common Stock underlying the PSUs prior to the Company’s issuance to the Grantee of such shares following the vesting dates set forth herein. 3. PSUs Not Transferrable. None of the PSUs nor any interest therein or in any Common Stock underlying such PSUs will be transferable other than by will or the laws of descent and distribution prior to payment. Any purported transfer or encumbrance of any PSU in violation of the provisions of this Section 3 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such PSU. 4. Vesting of PSUs. (a) Subject to the terms and conditions of Section 5 and Section 6 of this Agreement, the PSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 7, in accordance with this Section 4. The extent to which the Grantee’s interest in the PSUs becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 4 (the “Performance Goal”), subject to Section 5 and Section 6. The Performance Goal shall be based upon Relative Total Shareholder Return (defined below) during the period beginning [January 1, 2021] and ending on [December 31, 2023] (the “Performance Period”). (b) The PSUs will become vested and earned in accordance with the following schedule (the “Earned PSUs”):


 
55854967;6 Opportunity Level Relative Total Shareholder Return for the Performance Period Percentage of Earned PSUs Threshold 35th Percentile 50% Target 50th Percentile 100% Maximum 75th Percentile 150% To the extent performance falls between two levels in the table above, linear interpolation shall apply in determining the percentage of the PSUs that are earned. Notwithstanding the preceding schedule, if the Company’s Relative Total Shareholder Return for the Performance Period is negative, then the PSUs that vest will be capped at the Target opportunity level set forth above. The Earned PSUs, if any, shall vest on the date on which the Committee certifies whether and to what extent the performance goal has been achieved following the end of the Performance Period (the “Vesting Date”) provided the Grantee shall have been in the continuous service through the Vesting Date. For purposes of this Agreement, “continuous service” means that the Grantee’s service with the Company or any Subsidiary, whether as an employee, director or consultant, is not interrupted or terminated. For the avoidance of doubt, the continuous service of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be in the service of the Company or any Subsidiary, by reason of (i) the transfer of the Grantee’s service among the Company and any of its Subsidiaries or (ii) the Grantee’s absence or leave, which has been approved by the Board or the Board of Directors of Amerant Bank N.A. (the “Bank”) (the “Bank Board”) or a duly authorized officer of the Company or any of its Subsidiaries. The calculations under this Section 4 shall be made as soon as practicable on or after the end of the Performance Period. The Committee shall have the authority to make any determinations regarding questions arising from the application of the provisions of this Section 4, which determination shall be final, conclusive and binding on the Grantee and the Company. (c) For the purposes of this Agreement, “Relative Total Shareholder Return” means the percentile ranking of the Company with the constituents of the Peer Group (listed in Exhibit “A”) with respect to Total Shareholder Return, which is (Ending Stock Price – Beginning Stock Price + Dividends Paid) / Beginning Stock Price. Where “Beginning Stock Price” means the daily average closing price of one share of common stock for the twenty trading days prior to the first day of the Performance Period; Where “Ending Stock Price” means the daily average closing price of one share of common stock for the twenty-trading day prior to and including the last day


 
55854967;6 of the Performance Period; Where “Dividends” means the total of all cash dividends paid on one share of common stock during the Performance Period, assumed to be reinvested in additional shares of common stock on the ex-dividend date. 5. Accelerated Vesting of PSUs. Notwithstanding the provisions of Section 6 of this Agreement, and subject to the payment provisions of Section 7 hereof, the PSUs will become nonforfeitable and payable earlier than the times provided for in Section 4 under the following circumstances (to the extent the PSUs have not previously become nonforfeitable): (a) Death or Disability: If the Grantee’s continuous service is terminated as a result of the Grantee’s death or Disability prior to the Vesting Date, the PSUs covered by this Agreement will vest and become payable on the Grantee’s termination date based on the Target opportunity level set forth above (100% of the PSUs). (b) Termination Without Cause or by Grantee for Good Reason. If the Company terminates the Grantee’s continuous service without Cause or the Grantee terminates continuous service for Good Reason, a pro rata portion of the PSUs will vest on the termination date based on the greater of: (i) the Target opportunity level set forth above (100% of the PSUs), or (ii) the portion of the Grantee’s PSUs that would otherwise vest based on the actual level of achievement of the Performance Goal as of the date of the Grantee’s termination of continuous service. A pro rata portion of that number of PSUs that will vest will be calculated by multiplying that number by a fraction, the numerator of which is the number of months from the Date of Grant through the date of termination of Grantee’s continuous service (rounding any partial month to the next whole month) and the denominator of which is 36. (c) Change in Control. Upon a Change in Control that occurs prior to the Vesting Date while the Grantee remains in continuous service, all of the PSUs will vest pro rata at the greater of: (i) the Target opportunity level set forth above (100% of the PSUs), or (ii) the portion of the Grantee’s PSUs that would otherwise vest based on the actual level of achievement of the Performance Goal for the Performance Period with the last date of the Performance Period being the date of the Change in Control. A pro rata portion of that number of PSUs that will vest and be payable as of the Change in Control will be calculated by multiplying that number by a fraction, the numerator of which is the number of months from the Date of Grant through the date of the Change in Control (rounding any partial month to the next whole month) and the denominator of which is 36. (d) Definitions. For purposes of this Agreement, unless otherwise defined in an employment agreement: (i) “Cause” shall mean any of the following: (i) the Grantee’s willful failure to perform Grantee’s material duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) the Grantee’s willful failure to comply with any valid and legal directive of the Board or of the Bank Board or the officer to whom the Grantee reports; (iii) Grantee’s engagement in dishonesty, illegal conduct or misconduct, which is, in each case, materially injurious to the Company or its affiliates; (iv) Grantee’s embezzlement, misappropriation or fraud, whether or not related to Grantee’s employment with the Company, the Bank or any Subsidiary; (v) Grantee’s commission of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a


 
55854967;6 misdemeanor involving moral turpitude; (vi) Grantee is or becomes a person described in Federal Deposit Insurance Act (“FDI Act”), Section 19(a)(1)(A) who has not received the Federal Deposit Insurance Corporation’s (“FDIC”) prior consent to participate in the Company’s or any Subsidiary’s affairs under the “FDIC Statement of Policy for Section 19 of the FDI Act” or any successor thereto; (vii) Grantee’s willful violation of a material policy or code of conduct of the Company, including its Insider Trading Policy or Code of Conduct and Ethics or of any Subsidiary; or (viii) Grantee’s material breach of any material obligation under any employment agreement or any other written agreement between Grantee and the Company or any Subsidiary, including, but not limited to any restrictive covenant agreement. (ii) “Change in Control” shall mean the occurrence (after the Date of Grant) of any of the following events: (A) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (i) the then-outstanding shares of Common Stock of any class (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding Voting Securities (as defined below) (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company which reduces the number of Outstanding Company Voting Securities and thereby results in any person acquiring beneficial ownership of more than 35% of the Outstanding Company Voting Securities; provided, that, if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (4) an acquisition by an underwriter temporarily holding securities pursuant to a bona fide public offering of such securities, (5) an acquisition pursuant to a Business Combination (as defined in Section 5(d)(ii)(C)(i), (ii) or (iii) below), or (6) a transaction (other than the one described in paragraph (C) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (6) does not constitute a Change in Control of the Company under this paragraph (A); or (7) any acquisition pursuant to a transaction that complies with Section 5(d)(ii)(C) below; (B) individuals who, as of the Date of Grant, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Date of Grant whose election, or nomination for election by the Stockholders, was approved by a vote of at least a majority of the


 
55854967;6 directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (C) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or the Bank, a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions, or the acquisition of assets or securities of another entity by the Company or the Bank (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of voting common stock (or, for a non- corporate entity, equivalent securities) and the combined voting power of the then-outstanding Voting Securities, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (D) approval by the Stockholders of a complete liquidation or dissolution of the Company. A Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company,


 
55854967;6 or a change in the ownership of a substantial portion of the Company’s assets under Section 409A. (iii)“Disability” shall mean the (i) Grantee’s inability, due to physical or mental incapacity, to substantially perform the Grantee’s duties and responsibilities with the Company or any Subsidiary for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days or (ii) the Grantee’s eligibility to receive long-term disability benefits under any Company or Subsidiary long-term disability plan. (iv) “Good Reason” shall mean, unless otherwise defined in an employment agreement, the occurrence of any of the following, in each case following a Change in Control and during the vesting period without the Grantee’s written consent: (A) a material reduction in the Grantee’s base salary; (B) relocation of the Grantee’s principal place of employment as of the Date of Grant by more than fifty (50) miles; (C) any material breach by the Company or the Bank of any material provision of this Agreement; or (D) a material diminution in the Grantee’s title, duties or responsibilities (other than temporarily while the Grantee is physically or mentally incapacitated). The Grantee cannot terminate the Grantee’s employment for Good Reason unless the Grantee has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 60 days of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances. If the Grantee does not terminate the Grantee’s employment for Good Reason within 180 days after the first occurrence of the applicable grounds, then the Grantee will be deemed to have waived the Grantee’s right to terminate for Good Reason with respect to such grounds. (v) “Voting Securities” shall have the meaning provided in Board of Governors of the Federal Reserve System Regulation Y, §225.2(q). As of the Date of Grant, the Company’s only Voting Securities were its outstanding shares of Class A Common Stock. 6. Forfeiture of PSUs. Except to the extent the PSUs covered by this Agreement have become nonforfeitable pursuant to Section 4 or Section 5 hereof, the PSUs covered by this Agreement shall be forfeited automatically and without further notice on the date that the Grantee ceases to provide continuous service. 7. Form and Time of Settlement of PSUs. Settlement in respect of the PSUs after and to the extent they have become nonforfeitable shall be made in the form of Common Stock via book entry. Such delivery shall be made within ten (10) days following the date that the PSUs become nonforfeitable pursuant to Section 4 or Section 5 hereof. 8. Payment of Dividend Equivalents. With respect to each of the PSUs covered by this Agreement, the Grantee shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Common Stock of any cash dividends declared by the Board on the outstanding Common Stock during the period beginning on the Date of Grant and ending on the date on which the Grantee receives payment for the PSUs pursuant to Section 7 hereof. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in Common Stock as the PSUs for which the dividend equivalents were credited.


 
55854967;6 9. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with the vesting of the PSUs, or any other payment to the Grantee or any other payment or vesting event under this Agreement, and the amounts available to the Company for such withholding are insufficient, the Company shall retain a portion of the shares of Common Stock to be issued pursuant to Section 7 to satisfy such withholding requirement and the shares so retained shall be credited against such withholding requirement at the Market Value per Share of such Common Stock on the date of such delivery. In no event will the market value of the Common Stock to be withheld and/or delivered pursuant to this Section 9 to satisfy applicable withholding taxes exceed the minimum amount of taxes required to be withheld. 10. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law. 11. Adjustments. The number of PSUs subject to this Agreement and the other terms and conditions of the grant evidenced by this Agreement are subject to adjustment as provided in Section 11 of the Plan. 12. No Right to Future Awards or Employment. The grant of the PSUs under this Agreement to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the PSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing contained in this Agreement shall confer upon the Grantee any right to be employed or remain employed by the Bank, the Company or any of its Subsidiaries, nor limit or affect in any manner the right of the Company or any of its Subsidiaries to terminate the employment or adjust the compensation of the Grantee. 13. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any of its Subsidiaries and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any of its Subsidiaries. 14. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that (a) no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s written consent, and (b) the Grantee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code and Section 10D of the Exchange Act. 15. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.


 
55854967;6 16. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions which arise in connection with this Agreement. 17. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the PSUs and the Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 18. Governing Law. This Agreement shall be governed by and construed with the internal substantive laws of the State of Florida, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction. 19. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with, or be exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 20. Successors and Assigns. Without limiting Section 3 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company unless terminated in compliance with the terms of the Plan. 21. Acknowledgement. The Grantee acknowledges that the Grantee (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and conditions. Nothing in this Agreement prevents the Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. 22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. [Signature Page Follows]


 
55854967;6 AMERANT BANCORP INC. By: _________________________________________ Name: Title: GRANTEE By: _________________________________________ Name: Title:


 
a103formofrestrictedstoc
55854986;5 AMERANT BANCORP INC. Restricted Stock Unit Agreement for Executives This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of [_________ __], 2021 (the “Date of Grant”), by and between Amerant Bancorp, Inc., a Florida corporation (the “Company”), and [_________________] (the “Grantee”). 1. Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Amerant Bancorp Inc. 2018 Equity and Incentive Compensation Plan, as the same may be amended from time to time (the “Plan”). 2. Grant of RSUs. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company has granted to the Grantee, [__________] Restricted Stock Units (the “RSUs”). Each RSU represents the right of the Grantee to receive one share of Common Stock subject to the terms and conditions of this Agreement. The Grantee shall not be a stockholder of record and shall have no voting or other stockholder rights with respect to shares of Common Stock underlying the RSUs prior to the Company’s issuance to the Grantee of such shares following the vesting dates set forth herein. 3. RSUs Not Transferrable. None of the RSUs nor any interest therein or in any Common Stock underlying such RSUs will be transferable other than by will or the laws of descent and distribution prior to payment. Any purported transfer or encumbrance of any RSU in violation of the provisions of this Section 3 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such RSU. 4. Vesting of RSUs. Subject to the terms and conditions of Section 5 and Section 6 of this Agreement, the RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 7 in substantially equal installments on each of the first three anniversaries of the Date of Grant (each such date, a “Vesting Date”), provided that the Grantee shall have been in the continuous service through each such date. For purposes of this Agreement, “continuous service” means that the Grantee’s service with the Company or any Subsidiary, whether as an employee, director or consultant, is not interrupted or terminated. For the avoidance of doubt, the continuous service of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be in the service of the Company or any Subsidiary, by reason of (i) the transfer of the Grantee’s service among the Company and any of its Subsidiaries or (ii) the Grantee’s absence or leave, which has been approved by the Board or of the Board of Directors of Amerant Bank N.A. (the “Bank”) (the “Bank Board”)or a duly authorized officer of the Company or any of its Subsidiaries. 5. Accelerated Vesting of RSUs. Notwithstanding the provisions of Section 6 of this Agreement, and subject to the payment provisions of Section 7 hereof, the RSUs will become nonforfeitable and payable earlier than the times provided for in Section 4 under the following circumstances (to the extent the RSUs have not previously become nonforfeitable): (a) Death or Disability: If the Grantee’s continuous service is terminated as a result of the Grantee’s death or Disability prior to any Vesting Date, all of the RSUs covered by this Agreement that are unvested at such time of termination will vest and become payable in full. (b) Termination Without Cause or by Grantee for Good Reason. If the Company terminates the Grantee’s continuous service without Cause or the Grantee terminates


 
55854986;5 continues service for Good Reason, the number of RSUs that will vest on the termination date shall be the excess of (x) the RSUs granted to the Grantee on the Date of Grant multiplied by a fraction, the numerator of which is the number of full months since the Date of Grant during which the Grantee was employed by the Company and the denominator of which is 36, minus (y) the number of RSUs that have previously vested under this Agreement prior to the termination of the Grantee’s continuous service. (c) Change in Control. Upon a Change in Control that occurs prior to any Vesting Date while the Grantee remains in continuous service, all of the RSUs covered by this Agreement that are unvested at such time will vest and become payable in full as of the Change in Control except to the extent that a Replacement Award is provided to the Grantee to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). If, after receiving a Replacement Award, the Grantee experiences a termination of service with the Company or a Subsidiary (or any of their successors) (as applicable, the “Successor”) by reason of a termination by Successor without Cause or by the Grantee for Good Reason, in each case within a period of twenty-four (24) months after the Change in Control and during the remaining vesting period for the Replacement Award, the Replacement Award shall immediately vest and become payable in full. (d) Definitions. For purposes of this Agreement, unless otherwise defined in an employment agreement: (i) “Cause” shall mean any of the following: (i) the Grantee’s willful failure to perform Grantee’s material duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) the Grantee’s willful failure to comply with any valid and legal directive of the Board or of the Bank Board or the officer to whom the Grantee reports; (iii) Grantee’s engagement in dishonesty, illegal conduct or misconduct, which is, in each case, materially injurious to the Company or its affiliates; (iv) Grantee’s embezzlement, misappropriation or fraud, whether or not related to Grantee’s employment with the Company or any Subsidiary; (v) Grantee’s commission of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) Grantee is or becomes a person described in Federal Deposit Insurance Act (“FDI Act”), Section 19(a)(1)(A) who has not received the Federal Deposit Insurance Corporation’s (“FDIC”) prior consent to participate in the Company’s or any Subsidiary’s affairs under the “FDIC Statement of Policy for Section 19 of the FDI Act” or any successor thereto; (vii) Grantee’s willful violation of a material policy or code of conduct of the Company, including its Insider Trading Policy or Code of Conduct and Ethics or of any Subsidiary; or (viii) Grantee’s material breach of any material obligation under any employment agreement or any other written agreement between Grantee and the Company or any Subsidiary, including, but not limited to any restrictive covenant agreement. (ii) “Change in Control” shall mean the occurrence (after the Date of Grant) of any of the following events:


 
55854986;5 (A) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (i) the then-outstanding shares of Common Stock of any class (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding Voting Securities (as defined below) (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company which reduces the number of Outstanding Company Voting Securities and thereby results in any person acquiring beneficial ownership of more than 35% of the Outstanding Company Voting Securities; provided, that, if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (4) an acquisition by an underwriter temporarily holding securities pursuant to a bona fide public offering of such securities, (5) an acquisition pursuant to a Business Combination (as defined in Section 5(d)(ii)(C)(i), (ii) or (iii) below), or (6) a transaction (other than the one described in paragraph (C) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (6) does not constitute a Change in Control of the Company under this paragraph (A); or (7) any acquisition pursuant to a transaction that complies with Section 5(d)(ii)(C) below; (B) individuals who, as of the Date of Grant, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Date of Grant whose election, or nomination for election by the Stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (C) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions, or the acquisition


 
55854986;5 of assets or securities of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of voting common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding Voting Securities, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (D) approval by the Stockholders of a complete liquidation or dissolution of the Company. A Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A. (iii)“Disability” shall mean (i) the Grantee’s inability, due to physical or mental incapacity, to substantially perform the Grantee’s duties and responsibilities with the Company or any Subsidiary for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days or (ii) the Grantee’s eligibility to receive long-term disability benefits under any Company or Subsidiary long-term disability plan. (iv) “Good Reason” shall mean the occurrence of any of the following, in each case following a Change in Control and during the vesting period without the Grantee’s written consent: (A) a material reduction in the Grantee’s base salary; (B) relocation of the Grantee’s principal place of employment as of the Date of


 
55854986;5 Grant by more than fifty (50) miles; (C) any material breach by the Company of any material provision of this Agreement; or (D) a material diminution in the Grantee’s title, duties or responsibilities (other than temporarily while the Grantee is physically or mentally incapacitated). The Grantee cannot terminate the Grantee’s employment for Good Reason unless the Grantee has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 60 days of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances. If the Grantee does not terminate the Grantee’s employment for Good Reason within 180 days after the first occurrence of the applicable grounds, then the Grantee will be deemed to have waived the Grantee’s right to terminate for Good Reason with respect to such grounds. (v) “Replacement Award” shall mean an award (A) of the same type (e.g., time- based RSUs) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether a Replacement Award has been granted will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. (vi) “Voting Securities” shall have the meaning provided in Board of Governors of the Federal Reserve System Regulation Y, §225.2(q). As of the Date of Grant, the Company’s only Voting Securities were its outstanding shares of Class A Common Stock. 6. Forfeiture of RSUs. Except to the extent the RSUs covered by this Agreement have become nonforfeitable pursuant to Section 4 or Section 5 hereof, the RSUs covered by this Agreement shall be forfeited automatically and without further notice on the date that the Grantee ceases to provide continuous service. 7. Form and Time of Settlement of RSUs. Settlement in respect of the RSUs after and to the extent they have become nonforfeitable shall be made in the form of Common Stock via book entry. Such delivery shall be made within ten (10) days following the date that the RSUs become nonforfeitable pursuant to Section 4 or Section 5 hereof.


 
55854986;5 8. Payment of Dividend Equivalents. With respect to each of the RSUs covered by this Agreement, the Grantee shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Common Stock of any cash dividends declared by the Board on the outstanding Common Stock during the period beginning on the Date of Grant and ending on the date on which the Grantee receives payment for the RSUs pursuant to Section 7 hereof. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in Common Stock as the RSUs for which the dividend equivalents were credited. 9. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with the vesting of the RSUs, or any other payment to the Grantee or any other payment or vesting event under this Agreement, , and the amounts available to the Company for such withholding are insufficient, the Company shall retain a portion of the shares of Common Stock to be issued pursuant to Section 7 to satisfy such withholding requirement and the shares so retained shall be credited against such withholding requirement at the Market Value per Share of such Common Stock on the date of such delivery. In no event will the market value of the Common Stock to be withheld and/or delivered pursuant to this Section 9 to satisfy applicable withholding taxes exceed the minimum amount of taxes required to be withheld. 10. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law. 11. Adjustments. The number of RSUs subject to this Agreement and the other terms and conditions of the grant evidenced by this Agreement are subject to adjustment as provided in Section 11 of the Plan. 12. No Right to Future Awards or Employment. The grant of the RSUs under this Agreement to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the RSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing contained in this Agreement shall confer upon the Grantee any right to be employed or remain employed by the Bank, the Company or any of its Subsidiaries, nor limit or affect in any manner the right of the Bank, the Company or any of its Subsidiaries to terminate the employment or adjust the compensation of the Grantee. 13. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any of its Subsidiaries and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any of its Subsidiaries. 14. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that (a) no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s written consent, and (b) the Grantee’s consent shall not be required to an amendment


 
55854986;5 that is deemed necessary by the Company to ensure compliance with Section 409A of the Code and Section 10D of the Exchange Act. 15. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 16. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan and in the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions which arise in connection with this Agreement. 17. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and the Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 18. Governing Law. This Agreement shall be governed by and construed with the internal substantive laws of the State of Florida, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction. 19. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with, or be exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 20. Successors and Assigns. Without limiting Section 3 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company unless terminated in compliance with the terms of the Plan. 21. Acknowledgement. The Grantee acknowledges that the Grantee (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and conditions. Nothing in this Agreement prevents the Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. 22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. [Signature Page Follows]


 
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55854986;5 AMERANT BANCORP INC. By: _________________________________________ Name: Title: GRANTEE By: _________________________________________ Name: Title: