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EXHIBIT 10.11
COMMISSION AGREEMENT AND RELEASE
This
COMMISSION AGREEMENT AND RELEASE (the "Agreement") has been made
and entered into as of the _ 12th _ day of _ December
_, 2006 by and between CORUS BANK, N.A. ("Company") and MICHAEL
STEIN ("Executive" or "Mr. Stein").
WITNESSETH:
WHEREAS,
the Company has heretofore established the Corus Bank Commission
Program for Commercial Loan Officers (the "Commission Program" or
the "Program"); and
WHEREAS,
the undersigned executive officer, Michael Stein, has been a
participant in the Program;
WHEREAS,
Section 21 of the 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; and
WHEREAS,
the Company and the Executive have determined that, with respect to
loans originated after October 31, 2005, the Executive will no
longer participate in the Plan;
WHEREAS,
the parties hereto desire to set forth their respective rights and
obligations in respect of the modification of the Commission
Program with respect to Mr. Stein;
NOW,
THEREFORE, in consideration of the covenants and conditions set
forth herein, the parties, intending to be legally bound, agree as
follows:
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1.
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Payments to Executive . Executive
and Company hereby agree to the following payments subject to the
terms and conditions of this Agreement:
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(a)
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Executive shall be deemed to have ceased
participation in the Program, effective January 1, 2006, with
respect to loans originated after October 31, 2005 and shall
receive no Commissions, nor share in any losses incurred with
respect to such loans;
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(b)
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Executive shall continue to participate in the
Program and earn Commissions on loans originated prior to November
1, 2005 with respect to which Executive satisfied all Program
conditions for receiving such Commissions, provided that such
amounts shall be subject to all Holdback rules and reduction for
losses all as described in the Program, including without
limitation, Sections 8, 12, and 13.
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(c)
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In consideration of the Company’s relieving
the Executive from his risk arising under the Program from loss
sharing (described in section 8 of the Program) on loans originated
after October 31, 2005, Executive acknowledges and agrees that
Executive shall have no claim to any Commissions on those same
loans.
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(a)
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Executive agrees, in consideration of the
elimination of the risk of loss sharing set forth in Section 1 to
which Executive agrees he is not otherwise entitled without signing
the Agreement, to release and discharge the Company from any and
all claims or causes of action arising out of the Executive’s
cessation o
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