Exhibit 10.1
INDEMNIFICATION AGREEMENT
This
Indemnification Agreement is made and entered into this
day of
, 2008 between CORUS BANKSHARES, INC., a Minnesota corporation (the
“Corporation”) and
(“Indemnitee”).
WHEREAS, the Corporation is a Minnesota
corporation qualified to do business in the State of Illinois and
engaged in the business of providing financial services;
and
WHEREAS, at the request of the Corporation,
Indemnitee currently serves as a (i) director and/or officer
of the Corporation or (ii) director and/or officer of a
subsidiary which is at least 80% owned by the Corporation or (iii)
director and/or officer, with the specific written agreement of the
Corporation to indemnify for serving as a director or officer, of a
non-subsidiary or a subsidiary of which the Corporation owns less
than 80% or (iv) trustee or in another fiduciary capacity for
any employee benefit or pension plan for the Corporation or any
subsidiary and, as such, may be subjected to claims, suits or
proceedings arising as a result of such service; and
WHEREAS, as an inducement to Indemnitee to
continue to serve as a director and/or officer or trustee or
fiduciary as aforesaid, the Corporation has agreed to indemnify
Indemnitee against expenses and costs incurred by Indemnitee in
connection with any such claims suits or proceedings, in accordance
with, the Business Corporation Act of the State of Minnesota as it
may be in effect from time to time; and
WHEREAS, the parties by this Agreement desire to
set forth their agreement as to such indemnification;
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NOW,
THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as
follows:
1.
INDEMNIFICATION . The Corporation hereby agrees to
indemnify, and keep indemnified the Indemnitee to the full extent
permitted by the Business Corporation Act of the State of Minnesota
as it now exists or as it may be amended in the future to provide
additional indemnification for the Indemnitee from and against any
expenses (including attorneys’ fees actually and reasonably
incurred), judgments, fines and amounts paid in settlement by
Indemnitee in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative, and whether or not such action is by or on behalf
of the Corporation by reason of the fact that (a) Indemnitee
is or was a director and/or officer of the Corporation or
(b) Indemnitee is or was a director or officer of a subsidiary
corporation of the Corporation being a corporation of which at
least 80% of the issued and outstanding shares of stock thereof are
owned by the Corporation or (c) Indemnitee is or was serving,
with the specific written authorization of the Corporation, in the
official capacity as a director of or officer of another
corporation, partnership, joint venture, trust or other enterprise
or (d) Indemnitee is or was serving in an official capacity as
a trustee or as a fiduciary of any employee pension or benefit plan
for the Corporation or any subsidiary. For purposes of this
Agreement, the terms “Corporation,” “Official
Capacity,” and “Proceeding” shall have the
meanings provided in Section 302A.521 of the Business
Corporation Act of the State of Minnesota and with respect to the
Indemnitee acting as a trustee or fiduciary of any employee benefit
or pension plan of the Corporation or any subsidiary,
this
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Agreement shall, notwithstanding
any provision of the Business Corporation Act of the State of
Minnesota, indemnify the Indemnitee as aforesaid with respect to
the violation of any of the Indemnitee’s responsibilities,
obligations or duties imposed on fiduciaries by the Employee
Retirement Income Security Act of 1974, as amended, or the common
law or statutory law of any other jurisdiction governing any
employee benefit or pension plan of the Corporation or any
subsidiary and the foregoing shall be deemed to include any
negligent act, error or omission of the Indemnitee while acting as
a trustee or fiduciary in the administration of any employee
benefit or pension plan for the Corporation or any
subsidiary.
2. ENTITLEMENT TO INDEMNIFICATION .
Under applicable law, the entitlement of Indemnitee to be
indemnified hereunder shall depend upon whether Indemnitee shall
have met each of the conditions set forth in the applicable
provisions of the Business Corporation Act of the State of
Minnesota as it may be in effect from time to time. The burden of
proof of establishing that Indemnitee has not acted in accordance
with such conditions shall rest with the Corporation and Indemnitee
shall be presumed to have acted in accordance with such conditions
and entitled to indemnification hereunder unless, it shall be
determined pursuant to the Business Corporation Act of the State of
Minnesota as it may be in effect from time to time that Indemnitee
has not met such eligibility or complied with the terms and
conditions hereof. Subject to the terms and conditions hereof,
indemnification to which Indemnitee is entitled hereunder shall be
made promptly upon the determination that Indemnitee has met such
eligibility in accord with the provisions set forth in the Business
Corporation Act of the State of Minnesota as it may be in effect
from time to time and under the terms hereof.
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3. ADVANCE PAYMENT OF EXPENSES .
The Indemnitee’s reasonable expenses incurred in connection
with any action, suit, or proceeding described in Section 1
shall be paid by the Corporation as they accrue and, in any event,
within thirty (30) days after the Corporation has received
written request therefor from or on behalf of the Indemnitee. The
Corporation shall continue to make such payments unless and until
there has been a final adjudication by a court of competent
jurisdiction establishing that the Indemnitee is not entitled to be
indemnified for such expenses under this Agreement.
4.
INDEMNITEE’S REIMBURSEMENT . The Indemnitee agrees to
reimburse the Corporation for all amounts paid by the Corporation
pursuant to Sections 1, 3 and 5 of this Agreement in the event
and to the extent, but only in the event and only to the extent,
that there is a final adjudication by a court of competent
jurisdiction establishing that the Indemnitee is not entitled to be
so indemnified or to have expenses previously paid by the
Corporation so paid.
5.
DEFENSE AND SETTLEMENT OF CLAIMS . In the event of any
action, suit or proceeding against Indemnitee which may give rise
to a right of indemnification from the Corporation pursuant to this
Agreement, the Corporation will be entitled to participate therein
and, to the extent that it may wish, to assume the defense thereof,
with counsel selected by the Corporation; provided, however, that
if the defendants in any such action include both the Indemnitee
and the Corporation and there are one or more legal defenses
available to the Indemnitee which are inconsistent with those
available to the Corporation, the Corporation shall not have the
right to direct the defense of such a
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