CORUS BANKSHARES, INC.
Compensation Committee Charter

 

I. NAME

There shall be a committee of the Board of Directors (the “Board”) of Corus Bankshares, Inc. (the “Company”), which shall be called the Compensation Committee (the “Committee”).

 

 

II. Purpose

The Committee shall discharge the Board’s responsibilities relating to the determination of salary, bonus and all equity-based compensation matters (e.g., stock options, restricted stock awards, etc.).

 

 

III. Membership

The Committee shall consist of no fewer than two members. Each member of the Committee shall satisfy the independence requirements set forth in The Nasdaq Stock Market, Inc. (“Nasdaq”) rules, as amended from time to time and as interpreted by the Board in its business judgment. In addition, each member shall meet the definition of "non-employee director" under Rule 16b-3 under the Securities Exchange Act of 1934, and “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986.

The Board shall appoint the members of the Committee. The members of the Committee shall serve until their successors are appointed and qualify, or until their earlier resignation, death or removal by the Board. The members of the Committee shall designate a Chairman by majority vote. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the above requirements.

 

 

IV. Meetings and Reports

The Committee meets at least once per year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee shall provide the Board of Directors with a report of the Committee’s activities and proceedings, as appropriate. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

 

 

V. Authority

The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee is empowered to engage legal, search firms or other advisors as appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications. The Committee may delegate authority to one or more designated members of the Committee.

 

 

VI. Committee Responsibilities

  • CEO Compensation. The Committee shall meet in executive session (i.e., without management present), and shall determine the CEO’s salary, bonus and equity-based compensation. The Committee’s evaluation of the CEO’s performance shall be broad based and comprehensive.
  • Other Executive Officer Compensation. Review the CEO’s recommendations relevant to the salaries, bonuses, and equity-based compensation of the Company’s executive officers and determine the compensation of the Company’s executive officers based on this review. The CEO may be present during these deliberations and voting, but he may not vote.
  • Commercial Loan Officer Commission Program. The Committee shall review and approve the Commercial Loan Officer Commission Program.
  • Employment Agreements. Review and approve employment agreements, Change of Control agreements, severance agreements and other similar agreements to be entered into, or amended, with the CEO or any executive officer.
  • Executive Compensation Report. Review and approve the Executive Compensation report that is made in periodic filings as required by the governing rules and regulations of the SEC and Nasdaq, as applicable, and take the appropriate steps to ensure that such report complies with applicable requirements.
  • Annual Review of Charter. Review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

 

 

Approved 11-29-2005