CORUS BANKSHARES, INC. Equity Award and Incentive Plan

Exhibit 10

CORUS BANKSHARES, INC.
Equity Award and Incentive Plan
(As Amended Through the Second Amendment)

ARTICLE 1.
ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE OF PLAN

1.1 Establishment of the Plan . Corus Bankshares, Inc. (hereinafter referred to as the “Company”), has established the “Corus Bankshares, Inc. Equity Award and Incentive Plan” (hereinafter referred to as the “Plan”), as set forth in this document. Prior to April 23, 2007, the Plan was known as the “Corus Bankshares, Inc. 2006 Stock Option Plan.” The Plan permits the grant of nonqualified stock options, stock appreciation rights, stock awards and cash incentive awards (as described below) to Key Employees. The Plan became effective as of April 18, 2006 (the “Effective Date”), and shall remain in effect as provided in Section 1.3 herein. The first amendment of the Plan (the “First Amendment”) was adopted by the Board of Directors of the Company on February 13, 2007 (the “First Amendment Date”). Except as otherwise expressly provided by the Committee, any Awards granted under the Plan prior to the First Amendment Date shall be subject to the terms of the Plan as in effect prior to such amendment. The second amendment of the Plan (the “Second Amendment”) was adopted by the Board of Directors of the Company on March 24, 2009 (the “Second Amendment Date”), and any Awards that could not be granted in the absence of the Second Amendment shall not be exercisable or payable to a Participant prior to shareholder approval of the Second Amendment; and if such shareholder approval is not obtained within twelve (12) months after the Second Amendment Date, the Second Amendment and such Awards shall be of no force and effect and such Awards shall be canceled. Except as otherwise expressly provided by the Committee, any Awards granted under the Plan prior to the Second Amendment Date shall be subject to the terms of the Plan as in effect prior to such amendment.

1.2 Purpose of the Plan . The purpose of the Plan is to promote the success of the Company by providing incentives to Key Employees that will link their personal interests to the long-term financial success of the Company and to the growth in shareholder value. The Plan is intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Key Employees upon whose judgment, interest, and special effort the successful conduct of its operation is largely dependent.

1.3 Duration of the Plan . The Plan shall commence on the Effective Date, as described in Section 1.1. herein, and shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article 12, until all Stock subject to it shall have been purchased or acquired according to the provisions herein. However, in no event may an Award be granted under the Plan on or after the tenth (10th) anniversary of the Plan’s Effective Date.

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ARTICLE 2.
DEFINITIONS AND CONSTRUCTION

2.1 Definitions . Except as otherwise provided by the Committee, the following terms in the Plan shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a) “Affiliate” of the Company means any Person or entity that controls, is controlled by or is under common control with the Company. For the purposes of this definition, “control” (including, with correlative meaning, the terms “controlled,” “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Stock Appreciation Rights, Stock Awards and Cash Incentive Awards.

(c) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(d) “Board” or “Board of Directors” means the Board of Directors of the Company.

(e) “Change in Control” shall occur on the date on which any Person other than:

(i) a trustee or other fiduciary of securities held under an employee benefit plan of the Company;

(ii) a corporation, partnership, or trust owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company;

(iii) any Person who was a beneficial owner of 5% or more of the total voting power of the Company’s outstanding stock on the Effective Date;

(iv) any charitable foundation; or

(v) any Person obtaining an ownership interest by reason of a gift, devise or inheritance

is or becomes a beneficial owner, directly or indirectly, of stock of the Company representing 50% or more of the total voting power of the Company’s then outstanding stock. A Change in Control shall also include: (1) any sale, transfer, or disposal of all or substantially all of the assets of the Company; or (2) any merger, consolidation, or other combination of the Company other than: (a) a combination with an Affiliate of the Company; or (b) a combination with any non-Affiliated company where the Company is the surviving business entity after said combination. In the event of an ambiguity as to whether a Change in Control has occurred, the Committee, in its sole and absolute discretion, may make a determination whether a Change in Control has taken place. The Committee has final authority to determine the exact date on which a Change in Control has been deemed to have occurred.

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Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred, with respect to a Participant, if the Participant is part of a purchasing group which consummates the Change in Control transaction. The Participant shall be deemed “part of a purchasing group...” for purposes of the preceding sentence if the Participant is an equity participant or has agreed to become an equity participant, directly or indirectly, in the purchasing company or group (except for an equity interest in the purchasing company or group of less than 10% of any class of such equity).

(f) “Cause” means:

(i) the willful and continued failure by the Participant to substantially perform his duties to the Company or its Affiliates within a reasonable period of time after a written demand for substantial performance is delivered to the Participant by the Company’s Chief Executive Officer, which demand specifically identifies the manner in which the Chief Executive Officer believes that the Participant has not substantially performed his duties;

(ii) the Participant’s engaging in a criminal act related to his employment for which he is convicted;

(iii) the removal of the Participant from his position with the Company or any of its Affiliates by bank regulators; or

(iv) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; or the engaging by the Participant in egregious misconduct involving serious moral turpitude to the extent that, in the reasonable judgment of the Board, the Participant’s credibility and reputation no longer conform to the standard of the Company’s employees.

For purposes of this Plan, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company and its Affiliates.

(g) “Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.

(h) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Article 3 herein.

(i) “Company” means Corus Bankshares, Inc., a bank holding corporation or any successor thereto as provided in Article 15 herein.

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(j) “Disability” shall be considered to exist for a Participant during any period in which he has a physical or mental disability which renders him incapable, after reasonable accommodation, of performing his duties to the Company; provided, however, that the Participant shall not be considered to have a “Disability” unless (i) for a period of no less than 120 consecutive days, the Participant, as a result of a physical or mental disability, is incapable, after reasonable accommodation, of performing any essential functions of the Participant’s duties; and (ii) at the Participant’s termination of employment, the Participant will immediately begin receiving long term disability benefits totaling no less than 60% of the Participant’s salary (as such was immediately prior to termination) under the Company’s long-term disability plan or another arrangement providing substantially similar benefits. In the event of a dispute as to whether the Participant has a Disability, the Company may refer the same to a licensed practicing physician mutually agreeable to the Company and Participant, and the Participant agrees to submit to such tests and examinations as such physician shall deem appropriate.

(k) “Fair Market Value” on a specified date means the closing price at which a Share is listed if listed as a national market security on the National Association of Securities Dealers Automated Quotation system (“NASDAQ”) or on a national securities exchange on which Shares are primarily traded, or the average of the bid and asked closing prices at which a Share is traded on the over-the-counter market on that date, as reported on the NASDAQ; but if no Shares were traded on such date, then on the last previous date on which a Share was so traded, or if none of the above is applicable, the value of a Share as established by the Committee for such date using any reasonable method of valuation.

(l) “Key Employee” means an employee of the Company or one of its Subsidiaries, including an employee who is an officer or a director of the Company or one of its Subsidiaries, who, in the opinion of members of the Committee, can contribute significantly to the growth and profitability of the Company. “Key Employee” also may include those employees, identified by the Committee, in situations concerning extraordinary performance, promotion, retention, or recruitment. The Committee may consider employees that a Company officer has recommended to the Committee to be Key Employees. The granting of an Award under this Plan shall be deemed a determination by the Committee that such employee is a Key Employee.

(m) “Nonqualified Stock Option” or “NSO” means an Option that is not intended to be an “incentive stock option” within the meaning of section 422(b) of the Code.

(m-1) “Non-Vested Shares” is defined in Section 8.11(b).

(n) “Option” means the right to purchase Shares at an Exercise Price established by the Committee, subject to the terms and conditions of the Plan (including but not limited to Section 6.12) and of the relevant Option agreement. All Options granted under the Plan shall be Nonqualified Stock Options.

(o) “Participant” means a Key Employee of the Company who has been granted an Award under the Plan.

(o-1) “Performance-Based Compensation” shall have the meaning ascribed to it under Code Section 162(m) and the regulations thereunder.

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(o-2) “Performance Measures” shall be based on any one or more of the following Company, Subsidiary, operating unit or division performance measures or any combination thereof: stock price, market share, total return to stockholder, dividends, cash position, net income, economic profit, earnings, earnings growth, earnings per share, net income per share, net interest margin, net investment income, non-interest income as percent of total income, non-interest income growth, expense or cost levels, efficiency ratio, productivity ratios, credit quality, loan growth, losses, loss containment, deposit growth, assets, return on assets, equity, return on equity, and employee turnover. Each goal may be expressed on an absolute and/or relative basis or may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company and/or the past or current performance of other companies, and may (but need not) provide for adjustments for restructurings, extraordinary, and other unusual, non-recurring, or similar charges.

(p) “Period of Restriction” means the period during which the transfer of Shares subject to Stock Awards is restricted and the Participant is subject to a substantial risk of forfeiture, pursuant to Article 8 herein.

(q) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a group as defined in Section 13(d).

(r) “Plan” means the Corus Bankshares, Inc. Equity Award and Incentive Plan (formerly named the Corus Bankshares, Inc. 2006 Stock Option Plan), as herein described.

(s) “Restricted Stock” means Stock granted to a Participant pursuant to a Stock Award under Article 8 herein, with such Shares or right to future delivery of such Shares subject to a substantial risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.

(t) “Stock” or “Shares” means the common stock of the Company.

(u) “Stock Appreciation Right” and “SAR” mean the right to receive a payment from the Company equal to the excess of the Fair Market Value of a share of Stock at the date of exercise over a specified price fixed by the Committee, which shall not be less than 100% of the Fair Market Value of the Stock on the date of grant.

(u-1) “Stock Award” is defined in Section 8.1.

(v) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.2 Gender and Number . Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

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2.3 Severability . In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

2.4 Electronic Documentation and Notification . Documentation and notification under the Plan shall include and be satisfied by electronic forms of documentation and notification.

ARTICLE 3.
ADMINISTRATION

3.1 The Committee . The authority to control and manage the operation and administration of the Plan shall be vested in the Committee, which shall consist of not less than two directors who shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. Each member of the Committee shall be a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act and an “outside director” for purposes of Code Section 162(m) and the regulations thereunder.

3.2 Authority of the Committee . Subject to the provisions of the Plan, the Committee shall have full power to construe and interpret the Plan; to establish, amend or waive rules and regulations for its administration; to make all other determinations that may be necessary or advisable for the administration of the Plan; to accelerate the exercisability of any Award or the end of a Period of Restriction or the termination of any Award Agreement, or any other instrument relating to an Award under the Plan; and (subject to the provisions of Article 12 herein) to amend the terms and conditions of any outstanding Option, SAR, Stock Award or Cash Incentive Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Notwithstanding the foregoing, no action of the Committee may, without the consent of the Person or Persons entitled to exercise any outstanding Option or to receive payment of any other outstanding Award, adversely affect the rights of such Person or Persons, unless such action is necessary to ensure that Section 409A of the Code does not apply to the Plan.

3.3 Selection of Participants . The Committee shall have the authority to grant Awards under the Plan, from time to time, to such Key Employees (including officers and directors who are employees) as may be selected by it, in its discretion and to determine the time or times of receipt, to determine the types of Awards, and the number of Shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions and all other terms, conditions and provisions of such Awards. The Committee shall select Participants from among those whom it has identified as being Key Employees. The Committee may consider employees that a Company officer has recommended to the Committee to be Key Employees. Nothing contained in the Plan or any resolutions adopted or to be adopted by the Board of Directors or by the shareholders of the Company shall constitute the granting of an Award under the Plan.

3.4 Decisions Binding . All interpretations, determinations and decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including the Company, its Subsidiaries, shareholders, employees, Participants and their estates and beneficiaries.

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3.5 Delegation of Certain Responsibilities . Subject to the following sentences, the Committee may delegate to appropriate officers of the Company the administration of the Plan under this Article 3. Notwithstanding the preceding sentence or any other provisions in the Plan, the Committee shall in no event possess the ability to delegate (a) its authority to correct errors, omissions or inconsistencies in the Plan, or (b) any other authority to the extent such delegation would be prohibited by applicable law or the applicable rules of a stock exchange or market, or would be inconsistent with the requirements of Rule 16b-3 of the Exchange Act or the regulations issued under Code Section 162(m) relating to performance-based compensation in such a way as to cause any Options, SARs, Stock Awards or Cash Incentive Awards intended to be Performance-Based Compensation to be subject to the limitations of Code Section 162(m) on deductible compensation. All authority delegated by the Committee under this Section 3.5 shall be exercised in accordance with the provisions of the Plan and any guidelines for the exercise of such authority that may from time to time be established by the Committee. Such delegation may be revoked by the Committee at any time.

3.6 Procedures of the Committee . All determinations of the Committee shall be made by not less than a majority of its members present at the meeting (in person or otherwise) at which a quorum is present. A majority of the entire Committee shall constitute a quorum for the transaction of business. Any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if a unanimous written consent, which sets forth the action, is signed by each member of the Committee and filed with the minutes for proceedings of the Committee. Service on the Committee shall constitute service as a director of the Company so that members of the Committee shall be entitled to indemnification (as provided in Article 14 herein), and limitation of liability and reimbursement with respect to their services as members of the Committee to the same extent as for services as directors of the Company.

3.7 Award Agreements . An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe, which need not be the same in all cases. The terms and conditions of any Award to any Participant shall be reflected in such form of written document as is determined by the Committee. Such document is referred to in the Plan as an “Award Agreement.” The Committee may approve a standard form of Award Agreement for each type of Award that shall be used for all such Awards, unless the Committee provides otherwise at the time of grant. A copy of a Participant’s Award Agreement shall be provided to the Participant, and the Committee may, but need not, require that the Participant sign a copy of such document and deliver it to the Company. Any Award Agreement may be supplemented or amended in writing from time to time as approved by the Committee, provided that the terms of such agreements as amended or supplemented, as well as the terms of the original Award Agreement, are not inconsistent with the provisions of the Plan.

3.8 Form and Time of Elections . Unless otherwise specified herein, each election required or permitted to be made by any Participant or other Person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Company shall require.

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3.9 Information to be Furnished to the Committee. The Company and Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and Subsidiaries as to an employee’s or Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all Persons unless determined to be incorrect. Participants and other Persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

ARTICLE 4.
STOCK SUBJECT TO THE PLAN

4.1 The Shares with respect to which Awards may be made under the Plan shall be Shares currently authorized but unissued.

4.2 Subject to the following provisions of this subsection 4.2, the maximum number of Shares that may be delivered to Participants and their beneficiaries under the Plan shall be 4,000,000 Shares.

(a) To the extent any Shares covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited, expires or is canceled, or the Shares are not delivered (including, without limitation, by reason of the Award being settled in cash or by reason of Shares being retained by the Company to satisfy tax withholding obligations), such Shares shall nevertheless be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.

(b) If the exercise price of any Option granted under the Plan is satisfied by tendering Shares to the Company (by either actual delivery or by attestation) in accordance with section 6.6(b), the total number of Shares issued shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan. Shares issued pursuant to section 7.4 (relating to SARs settled by the delivery of Shares in lieu of a cash payment) shall also be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.

(c) Subject to paragraph 4.2(d), the following additional maximums are imposed under the Plan.

(i) The maximum number of Shares that may be covered by Awards granted to any one individual pursuant to Article 6 and Article 7 (relating to Options and SARs) shall be 500,000 Shares during any one calendar-year period. To the extent required by Section 162(m) of the Code and so long as 162(m) is applicable to Persons eligible to participate in the Plan,