Exhibit
10.3
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT (the “Agreement”),
entered into as of the Grant Date (as defined in paragraph 1), by
and between the Participant (as defined in paragraph 1) and Corus
Bankshares, Inc. (the “Company”);
WITNESSETH THAT
:
WHEREAS, the Company maintains the Equity Award
and Incentive Plan (formerly named the 2006 Stock Option Plan (the
“Plan”)), which is incorporated into and forms a part
of this Agreement, and the Participant has been selected by the
committee administering the Plan (the “Committee”) to
receive a non-qualified stock option award (the
“Award”) under the Plan as set forth in this
Agreement;
NOW, THEREFORE, IT IS AGREED, by and between the
Company and the Participant, as follows:
1. Terms of Award . The following terms used in this Agreement
shall have the meanings set forth in this paragraph 1:
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(a)
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The
“Participant” is
[name].
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(b)
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The
“Grant Date” is [grant date]
.
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(c)
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The number of
“Covered Shares” shall be [number of
shares] shares of Stock.
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(d)
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The
“Exercise Price” is $ [exercise price]
per share.
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Other terms
used in this Agreement are defined pursuant to paragraph 8 or
elsewhere in this Agreement.
2. Award and Exercise Price . This Agreement specifies the terms of the
option (the “Option”) granted to the Participant to
purchase the number of Covered Shares of Stock at the Exercise
Price per share as set forth in paragraph 1. The Option is not
intended to constitute an “incentive stock option” as
that term is used in Code section 422.
3. Date of Exercise . Subject to the limitations of this Agreement,
the Option shall be exercisable with respect to each Installment
shown on the following schedule on or after the Vesting Date
applicable to that Installment (provided that the
Participant’s Date of Termination has not occurred before
that Vesting Date):
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“VESTING DATE”
APPLICABLE TO INSTALLMENT
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One-year anniversary of Grant
Date
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Two-year anniversary of Grant
Date
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Three-year anniversary of Grant
Date
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Four-year anniversary of Grant
Date
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Five-year anniversary of Grant
Date
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The Option may
be exercised on or after the Date of Termination only with respect
to that portion of the Option that was exercisable immediately
prior to the Date of Termination, or as to which it became
exercisable on the Date of Termination in accordance with
sub-paragraphs 3(a) and 3(b), and only for the period prior to the
Expiration Date (defined in paragraph 4).
Notwithstanding
the foregoing provisions of this paragraph 3, the Option shall
become exercisable with respect to all of the Covered Shares (to
the extent it is not then otherwise exercisable) as
follows:
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(a)
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The Option
shall become fully exercisable upon the Participant’s Date of
Termination, if the Participant’s Date of Termination occurs
by reason of the Participant’s death or
Disability.
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(b)
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The Option
shall become fully exercisable upon a Change in Control with
respect to the Participant, if the Participant’s Date of
Termination does not occur before the Change in Control.
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If the
employment of a Participant shall terminate for Cause, rights under
all outstanding Options shall terminate upon the
Participant’s Date of Termination and no portion of any
outstanding Option shall be exercisable on or after such
termination.
4. Expiration . The Option shall not be exercisable after the
Company’s close of business on the last business day that
occurs prior to the Expiration Date. The “Expiration
Date” shall be earliest to occur of:
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(a)
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the ten-year
anniversary of the Grant Date;
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(b)
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if the
Participant’s Date of Termination occurs by reason of death,
the one-year anniversary of the Date of Termination;
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(c)
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if the
Participant’s Date of Termination occurs by reason of
Disability or retirement, the 90 day anniversary of the Date of
Termination; or
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(d)
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if the
Participant’s Date of Termination occurs for reasons other
than death, Disability, or retirement (and except as otherwise
provided in paragraph 3 with respect to a Date of Termination for
Cause), the one month anniversary of the Date of
Termination.
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5. Method of Option Exercise
. Subject to the terms of this
Agreement and the Plan, the Option may be exercised in whole or in
part by filing a written notice with the Secretary of the Company
at its corporate headquarters prior to the Company’s close of
business on any business day after such Option becomes exercisable
up until and including the last business day that occurs prior to
the Expiration Date, provided that the Option may not be exercised
at any one time for less than 100 shares or the number of shares
then purchasable under the Option, whichever is less. Such notice
shall specify the number of shares of Stock which the Participant
elects to purchase, and shall be accompanied by payment of the
Exercise Price for such shares of Stock indicated by the
Participant’s election. Payment shall be by cash or by check
payable to the Company. At the election of the Participant: (i) all
or a portion of the Exercise Price may be paid by the Participant
by delivery of shares of Stock owned by the Participant for not
less than six months prior to the payment date having an aggregate
Fair Market Value (valued as of the date of exercise) that is equal
to the amount of cash that would otherwise be required;
an
