Filed by Bowne Pure Compliance



 




EXHIBIT 10.2




COMPENSATION AGREEMENT




This COMPENSATION AGREEMENT (the “Agreement”) has been made and entered into as of this 25th
day of June, 2007 by and between CORUS BANK, N.A. (the “Company”) and MICHAEL STEIN (individually
“Executive” or “Mr. Stein” and, collectively with the Company, the “Parties”).



WITNESSETH:




WHEREAS, the Company has heretofore established the Corus Bank Commission Program for
Commercial Loan Officers (the “Commission Program”); and



WHEREAS, the undersigned executive officer, Michael Stein, has been a participant in the
Commission Program;



WHEREAS, Section 21 of the Commission Program provides that “Management reserves the right to
modify or cancel this Commission Program at any time for any officer or all officers in its sole
discretion;”



WHEREAS, the Parties previously entered into a Commission Agreement and Release dated December
12, 2006 (the “Prior Agreement”), which provides that Executive will not participate in the
Commission Program with respect to loans originated after October 31, 2005;



WHEREAS, the Parties desire to set forth their respective rights and obligations with respect
to the modification of Executive’s compensation package and the modification of Executive’s
participation in the Commission Program;



NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, the
Parties, intending to be legally bound, agree as follows:




	 	1.	 	Salary Compensation. The Parties hereby agree that during the 2007
calendar year, Executive’s salary compensation shall be $400,000, retroactive to the
beginning of the year. For 2008 and all subsequent calendar years, Executive’s salary
compensation shall be determined in accordance with Company’s normal salary review
procedures and nothing herein shall obligate the Company to pay Executive a salary of
any amount, or any salary whatsoever, in such future years. Executive’s salary
compensation shall be paid in accordance with Company’s normal payroll practices and
shall be subject to any applicable withholdings required by law. As soon as practical,
but no later than the second payroll date after execution of this Agreement, Company
shall make a one-time payment of additional salary to bring the year-to-date salary
compensation up to what it would have been if Executive’s annual salary had been
$400,000 since the beginning of the year.




 


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	 	2.	 	Cash Bonus Compensation. The Parties hereby agree that for the
calendar year 2007, Executive’s cash bonus will be $400,000, payable on the second to
last
payroll cycle of the year. Nothing in this Agreement shall obligate the Company to
pay Executive a cash bonus of any amount, or any bonus at all, in 2008 and
subsequent calendar years, and payment of a bonus, if any, in such years shall be
subject to the Company’s normal bonus compensation procedures. Any bonus
compensation due to Executive shall be paid in accordance with Company’s normal
payroll practices and shall be subject to any applicable withholdings required by
law.






	 	3.	 	Restricted Stock Compensation. For the calendar year 2007, Executive
shall receive a grant of 30,000 shares of restricted stock under the Corus Bankshares,
Inc. Equity Award and Incentive Plan. Nothing in this Agreement shall obligate the
Company to make restricted stock or stock option grants to Executive in 2008 or
subsequent calendar years in any amount, or at all. However, even though Company is not
required to provide any restricted stock or stock option grants in 2008 or thereafter,
nothing in this agreement will be construed to suggest that Executive is ineligible to
receive such compensation pursuant to the Company’s programs, at the Company’s sole
discretion.






Any compensation relating to the grant of restricted stock or stock options to
Executive shall be handled in accordance with Company’s normal payroll practices and
shall be subject to any applicable withholdings required by law.




	 	4.	 	Commission Program Compensation. The Parties hereby agree to the
following with respect to Executive’s participation in the Commission Program. For
purposes of this Agreement, the Commission Program is governed by the Commission
Program Guidelines dated 11/1/2006, unless Executive consents in writing to any
subsequent version of the Commission Program Guidelines, in which case such subsequent
version would govern.






	 	a.	 	Loans originated prior to November 1, 2005, other than the
three loans listed at the end of this section, are referred to as the “Released
Loans.” The Loans listed at the end of this section are referred to as the “CLG
Loans.”






	 	b.	 	Effective January 1, 2007,  Executive shall not
receive any additional commissions under the Commission Program with respect
any Released Loans, but shall continue to share in losses pertaining to such
loans as provided for in the Commission Program. Losses shall be limited to
amounts in holdback and shall not be deducted from any current year’s salary or
bonus.






	 	c.	 	Subject to the terms and conditions of the Commission Program,
Executive shall continue to earn commissions and share in losses with respect
to the CLG Loans. Losses shall be limited to amounts in holdback and shall not
be deducted from any current year’s salary or bonus.






	 	d.	 	The Executive’s Holdback, as of this date, is comprised of the
following: 208,996 shares of Corus stock and 26.9 units of S&P 500 index. The
Executive’s Holdback will be paid out, held back or reduced for the
Executive’s share of any losses on the Released Loans or the CLG Loans in
the manner described in the Commission Program.




 


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	 	e.	 	Pursuant to the Prior Agreement, Executive ceased participation
in the Commission Program, effective January 1, 2006, with respect to loans
originated after October 31, 2005 and shall neither receive commissions nor
share in any losses incurred with respect to such loans.






“CLG Loans” shall mean those three loans with account numbers 62030-10547,
64320-10715 and 63950-10673 with a total balance of $16,376,833 as of March 31, 2007
(and a total remaining unfunded commitment of $1,302,000).




	 	5.	 	Release of Claims.






	 	a.	 	Executive agrees, in consideration of the compensation and
rights set forth in this Agreement, which compensation he is not entitled to
absent execution of this agreement, to release and discharge the Company from
any and all claims or causes of action arising out of Executive’s cessation of
receipt commissions on loans other than the CLG Loans, as described above, or
arising out of the cancellation of bonuses or benefits of any kind or nature as
a result of such cessation.






	 	b.	 	Executive acknowledges that he may have claims that he may not
have discovered that would be released by the preceding clause 5. Executive
acknowledges that he fully intends to release any and all such unknown or
suspected claims, provided that they fall within the scope of the preceding
clause 5.






	 	6.	 	Effective Date. This Agreement is only valid if signed by Executive as
provided below:






	 	a.	 	Executive acknowledges that Company has provided him with a
reasonable amount of time from the date upon which this Agreement is delivered
to him within which to consider the terms and effect of this Agreement.
Executive voluntarily waives any right he may have, prior to signing this
Agreement, to additional time with which to consider the Agreement.






	 	b.	 	Company hereby advises Executive to consult with an attorney
prior to signing this Agreement.






	 	c.	 	Executive has three (3) days following the date he signs this
Agreement during which to revoke it, by notifying in writing, Robert Glickman
at 3959 N. Lincoln Ave., Chicago, IL 60613 (773) 832-3456.






	 	7.	 	General.






	 	a.	 	This Agreement contains the entire agreement and understanding
of the Parties with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, if any, with respect hereto and cannot be
modified, amended, waived or terminated, in whole or in part, except in
writing signed by the party to be charged. This Agreement shall not alter
the effectiveness of the Prior Agreement, except that this Agreement
supersedes the provisions of clause 1(b) of the Prior Agreement.




 


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	 	b.	 	The provisions of this Agreement are severable, and if any
clause or provision shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction and shall not
in any manner affect such clause or provisions in any other jurisdiction, or
any other clause or provision of this Agreement in any other jurisdiction.






	 	c.	 	This Agreement shall be governed by the laws of the State of
Illinois without giving effect to principles of conflicts of laws.






EXECUTIVE HEREBY ACKNOWLEDGES THAT, BEFORE ENTERING INTO THIS AGREEMENT, HE HAS RECEIVED A
REASONABLE PERIOD OF TIME WITHIN WHICH TO CONSIDER ALL OF THE PROVISIONS CONTAINED IN THIS
AGREEMENT, THAT HE HAS FULLY READ AND UNDERSTANDS ALL OF THE TERMS, CONTENTS, CONDITIONS AND
EFFECTS OF ALL PROVISIONS OF THIS AGREEMENT, THAT NO PROVISION OR REPRESENTATION OF ANY KIND
HAS BEEN MADE, EXCEPT THOSE EXPRESSLY STATED IN THIS AGREEMENT, AND THAT HE ENTERS INTO THIS
AGREEMENT KNOWINGLY AND VOLUNTARILY. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN
ENCOURAGED TO CONSULT WITH AN ATTORNEY OF HIS OWN CHOOSING CONCERNING ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT.


 


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IN WITNESS WHEREOF, the parties hereof have executed this Agreement.



	 	 	 	 	 
	 	 	CORUS BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert J. Glickman
	 

	 	 	 	 
	 

	 	 	 	Robert J. Glickman
	 

	 	 	 	President & CEO
	 
	 	 	 	 
	 

	 	Date:
	 	June 25, 2007
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	/s/ Michael G. Stein
	 	 	 
	 	 	Michael G. Stein
	 
	 	 	 	 
	 

	 	Date:
	 	June 25, 2007
	 

	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	STATE OF Illinois

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	)	 	 	ss:
	COUNTY OF Cook

	 	 	)	 	 	 	 	 	 	 






On June 25, 2007, before me personally came Robert Glickman and Michael Stein to me
known and known to me to be the individual described in, and who executed, the foregoing Agreement,
and duly acknowledged to me that he executed the same.



	 	 	 
	 

	 	/s/ Eva Hehn
	 

	 	 
	 

	 	Notary Public







 


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