EXHIBIT 99.2
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE 1999 STOCK OPTION PLAN
(NON-TRANSFERABLE)
NONQUALIFIED STOCK OPTION AGREEMENT
THIS 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 1999 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 under the Plan;
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:
(a) The "Participant" is _______________________
(b) The "Grant Date" is ________________________
(c) The number of "Covered Shares" shall be _______ shares of Stock.
(d) The "Exercise Price" is $________ per share.
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.
Page 1 of 6
3. Date of Exercise. Subject to the limitations of this Agreement, the
Option shall be exercisable according to the following schedule, with respect to
each installment shown in the schedule on and after the Vesting Date applicable
to such installment:
INSTALLMENT VESTING DATE APPLICABLE TO INSTALLMENT
----------------------- --------------------------------------
________ Covered Shares _____________
________ Covered Shares _____________
________ Covered Shares _____________
________ Covered Shares _____________
________ Covered Shares _____________
An Installment shall not become exercisable on the otherwise applicable Vesting
Date if the Participant's Date of Termination (as defined in paragraph 8) occurs
on or before such Vesting Date.
The Option may be exercised on or after the Date of Termination only that
portion of the Covered Shares which were 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).
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:
(a) 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.
(b) The Option shall become fully exercisable upon a Change in Control with
respect to the Participant (as defined under the Plan), if the
Participant's Date of Termination does not occur on or before the
Change in Control.
If the employment of a Participant shall terminate for Cause (as defined under
the Plan), rights under all outstanding Options shall be immediately terminated
upon termination of employment.
Page 2 of 6
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:
(a) the ten-year anniversary of the Grant Date;
(b) if the Participant's Date of Termination occurs by reason of death,
Disability or Retirement, the 90th day after such Date of Termination;
or
(c) if the Participant's Date of Termination occurs for reasons other than
death, Disability, or Retirement, the one month anniversary of such
Date of Termination.
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 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. Except as otherwise provided by the Committee before the Option is
exercised: (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 and
acceptable to the Committee 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;(1) and (ii) the Participant may pay the Exercise Price by
authorizing a third party to sell shares of Stock (or a sufficient portion of
the shares) acquired upon exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire Exercise Price and any
tax withholding resulting from such exercise. The Option shall not be
exercisable if and to the extent the Company determines that such exercise would
violate applicable state or Federal securities laws or the rules and regulations
of any securities exchange on which the Stock is traded. If the Company makes
such a determination, it shall use all reasonable efforts to obtain compliance
with such laws, rules and regulations. In making any determination hereunder,
the Company may rely on the opinion of counsel for the Company.
6. Withholding. All deliveries and distributions under this Agreement
are subject to withholding of all applicable taxes. At the election of the
Participant, and subject to
--------------------
(1) The language "shares of Stock owned by the Participant and acceptable to
the Committee" is intended to permit the committee to require that only
"mature shares" are acceptable, to enable the company to preserve the
favorable accounting treatment for the option.
Page 3 of 6
such rules and limitations as may be established by the Committee from time to
time, such withholding obligations may be satisfied through the surrender of
shares of Stock which the Participant already owns, or to which the Participant
is otherwise entitled under the Plan.
7. Transferability. The Option is not transferable other than as
designated by the Participant by will or by the laws of descent and
distribution, and during the Participant's life, may be exercised only by the
Participant.
8. Definitions. For purposes of this Agreement, the terms used in this
Agreement shall be subject to the following:
(a) Date of Termination. The Participant's "Date of Termination" shall be
the first day occurring on or after the Grant Date on which the
Participant is not employed by the Company or any Subsidiary,
regardless of the reason for the termination of employment; provided
that a termination of employment shall not be deemed to occur by reason
of a transfer of the Participant between the Company and a Subsidiary
or between two Subsidiaries; and further provided that the
Participant's employment shall not be considered terminated while the
Participant is on a leave of absence from the Company or a Subsidiary
approved by the Participant's employer.
(b) Plan Definitions. Except where the context clearly implies or indicates
the contrary, a word, term, or phrase used in the Plan is similarly
used in this Agreement.
9. Heirs and Successors. This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns, and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business. If any
rights exercisable by the Participant or benefits deliverable to the Participant
under this Agreement have not been exercised or delivered, respectively, at the
time of the Participant's death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Agreement and the Plan.
The "Designated Beneficiary" shall be the beneficiary or beneficiaries
designated by the Participant in a writing filed with the Committee in such form
and at such time as the Committee shall require. If a deceased Participant fails
to designate a beneficiary, or if the Designated Beneficiary does not survive
the Participant, any rights that would have been exercisable by the Participant
and any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant. If a
deceased Participant designates a beneficiary and the Designated Beneficiary
survives the Participant but dies before the Designated Beneficiary's exercise
of all rights under this Agreement or before the complete distribution of
benefits to the Designated
Page 4 of 6
Beneficiary under this Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated Beneficiary.
10. Administration. The authority to manage and control the operation
and administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.
11. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.
12. Not An Employment Contract. The Option will not confer on the
Participant any right with respect to continuance of employment or other service
with the Company or any Subsidiary, nor will it interfere in any way with any
right the Company or any Subsidiary would otherwise have to terminate or modify
the terms of such Participant's employment or other service at any time.
13. Notices. Any written notices provided for in this Agreement or the
Plan shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first class
mail. Notices sent by mail shall be deemed received three business days after
mailing but in no event later than the date of actual receipt. Notices shall be
directed, if to the Participant, at the Participant's address indicated by the
Company's records, or if to the Company, at the Company's principal executive
office.
14. Fractional Shares. In lieu of issuing a fraction of a share upon
any exercise of the Option, resulting from an adjustment of the Option pursuant
to paragraph 4.2(d) of the Plan or otherwise, the Company will be entitled to
pay to the Participant an amount equal to the fair market value of such
fractional share.
15. No Rights As Shareholder. The Participant shall not have any rights
of a shareholder with respect to the shares subject to the Option, until a stock
certificate has been duly issued following exercise of the Option as provided
herein.
16. Amendment. This Agreement may be amended by written agreement of
the Participant and the Company, without the consent of any other person.
Page 5 of 6
IN WITNESS WHEREOF, the Participant has executed this Agreement, and
the Company has caused these presents to be executed in its name and on its
behalf, all as of the Grant Date.
CORUS BANKSHARES, INC.
By: ___________________________
Its: __________________________
Participant
_______________________________
Page 6 of 6
