Ryan, Beck & Co., LLC Common Unit Option Program

RYAN, BECK & CO., LLC
COMMON UNIT OPTION PROGRAM


1. PURPOSES OF THE PLAN. The general purpose of this Common Unit Option Program (the "Plan") is to promote the interests of Ryan, Beck & Co., LLC, a New Jersey limited liability company (the "LLC" or the "Company") and its current sole member, BankAtlantic Bancorp, Inc., a Florida corporation (the "Majority Member") by (i) providing certain managers, officers and employees of the LLC and subsidiaries of the LLC (the "Participants") with an option to purchase Common Units of the LLC (an "Option") and thereby provide an additional incentive to continue and increase their efforts aimed at furthering the growth and success of the LLC and its subsidiaries, (ii) providing a means for attracting and retaining the best available personnel to participate in the ongoing business operations of the LLC and its subsidiaries, and (iii) providing a means for rewarding outstanding performance by any of the persons described above.


2. DEFINITIONS. Capitalized terms used in this Plan that are not defined herein shall have the meanings given to such terms in the LLC's Limited Liability Company Amended and Restated Operating Agreement dated as of March 29, 2002, as amended from time to time thereafter (the "LLC Agreement").


3. COMMON UNITS SUBJECT TO THIS PLAN. As of March 29, 2002, there were issued to the Majority Member 5,000,000 Common Units of the LLC. Not more than a total of ten percent of the units of the LLC as of March 29, 2002, or 500,000 Common Units in the aggregate, may be granted pursuant to Awards granted hereunder. Common Units issued under this Plan and later repurchased or otherwise reacquired by the LLC shall, unless this Plan shall have been terminated, become available for future grants under this Plan. In the event that any Option to purchase Common Units expires or is forfeited for any reason, the Common Units allocable to the unexercised or forfeited Option may again become available for future grants under this Plan. All Common Units issuable upon exercise of an Option granted under this Plan shall be issued pursuant to the LLC Agreement, this Plan and an Option Award Agreement between the LLC and the Participant (the "Option Award Agreement"). Options for more than 250,000 Common Units may not be issued to any single Participant during the term of the Plan.


4. ADMINISTRATION OF THE PLAN.


(a) PROCEDURE. This Plan shall be administered by the Board of Directors of the LLC (the "Board"). Subject to the provisions of this Plan and the LLC Agreement including in each case subject to the rights of the Majority Member hereunder, the Board shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operations, including without limitation, to do the following: (i) to grant Options for such period as the Board shall determine; (ii) to determine the cash consideration, if any, required to be paid by a Participant upon exercise of an Option, specifically subject to Section 6(a)(iv) hereof; (iii) to determine the Participants to whom, and the time or times at which, and the other terms upon which Options shall be granted specifically subject to Section 6(a); (iv) to interpret and resolve all questions arising under this Plan; (v) to prescribe, amend and rescind rules and regulations relating to this Plan and, in the exercise of this power, to correct any defect, omission or


inconsistency in this Plan or in any agreement relating to an Option (including, without limitation, any Option Award Agreement or Grant Letter), in a manner and to the extent the Board shall deem necessary or expedient to make this Plan fully effective; (vi) with the consent of the Participant, modify or amend the terms of each Option; (vii) to authorize any person to execute on behalf of the LLC any instrument required to effectuate the grant of an Option previously granted by the Board, including, without limitation, the Option Award Agreement and Grant Letter related thereto; and (viii) to make all other determinations deemed necessary or advisable for the administration of this Plan.


(b) DELEGATION BY THE BOARD. The Board, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to the Compensation Committee of the Board (the "Compensation Committee"), which shall consist of a majority of outside directors.


(c) BOARD'S DETERMINATIONS. Subject to Section 6(a), in making determinations under this Plan, the Board may take into account the nature of the services rendered by the respective Participants, their present and potential contributions to the success of the LLC, or its subsidiaries, as the case may be, and such other factors as the Board in the Board's discretion shall deem relevant. Subject to Section 6(a), all decisions, determinations and interpretations of the Board shall be final and binding on all persons, including without limitation Participants to whom Options are granted under this Plan and all holders of Common Units so purchased ("Unitholders").


5. ELIGIBILITY. Options granted hereunder may be granted only to persons who are managers, officers or employees of the LLC or its subsidiaries. No person shall have the right to participate in the Plan except as the Board may determine. Any person selected by the Board for participation during any one period will not by virtue of such participation have the right to be selected as a participant for any other period. A Participant who has been granted an Option may, if such Participant is otherwise eligible, be granted additional Options.


6. TERMS OF GRANT.


(a) RIGHTS TO PURCHASE. Options may be granted under the Plan at any time and from time to time prior to termination of the Plan pursuant to Section 8(b) hereof. Prior to granting Options hereunder to executive officers of the Company, the Chairman of the Board shall notify in writing via e-mail or other means, the President of the Majority Member (or in his absence or incapacity, its chief financial officer) of the names of the proposed Participants and the proposed terms, including vesting schedule, of their grant. The President (or in his absence or incapacity, the chief financial officer) shall have the right to approve or object in writing via e-mail or other means to such grants. If such grants are not approved, they shall not be made. Subject to the provisions of the Plan, the Board shall have authority and discretion to determine:


(i) the Participant(s) to whom Options are to be
granted hereunder;


(ii) the time or times at which such Options shall be
granted;


(iii) the number of Common Units subject to each
Option;


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(iv) the per-unit cash purchase price (the "Purchase
Price") for the Common Unit to be issued subject to the exercise of
Options granted pursuant to the Plan and each applicable Option Award
Agreement, which Purchase Price shall be determined at the time each
Option is grant ...