INCENTIVE BONUS
AGREEMENT
This Incentive
Bonus Agreement (“Agreement”) is effective as of the
___ day of October 2005 (the “Effective
Date”), by and between Metrocorp, Inc., an Illinois
corporation (the “Company”) and
(“Employee”).
WHEREAS, Employee
is employed by the Company;
WHEREAS, as part
of the Board’s recent decision to explore all of the
strategic alternatives available to the Company, the Company is in
the process of exploring opportunities for the sale of the
Company;
WHEREAS, the Board
of Directors of the Company (the “Board”) has
determined that Employee is a “key employee” of the
Company and that it is in the best interests of the Company and its
stockholders to assure that the Employee will remain employed by
the Company and that the Company will have the continued dedication
of Employee, notwithstanding the possibility or occurrence of a
sale of the Company;
WHEREAS, the Board
believes it is imperative (i) to diminish the inevitable and
significant distractions of Employee and dilution of the time of
Employee, by virtue of the personal uncertainties and risks created
by a planned or pending sale of the Company; (ii) to encourage
Employee’s full attention and dedication to the Company
currently and in the event of any planned or pending sale of the
Company; and (iii) to provide Employee with compensation
arrangements in the event of a sale of the Company; and
WHEREAS, in order
to accomplish the objectives described in the preceding recitals,
the Board desires to cause the Company to enter into this Agreement
as set forth herein.
NOW, THEREFORE, in
consideration of the premises, the mutual covenants and agreements
contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee hereby agree as
follows:
1.
Term . Except as otherwise set forth herein, the term of
this Agreement (“Term”) shall commence on the Effective
Date and shall continue for an initial period ending on the first
anniversary of the Effective Date, provided however, if a Bonus
Event (as defined herein) is pending prior to the end of the Term,
the Term shall continue until the Bonus Event occurs or there is no
Bonus Event pending. For purposes of this Agreement, a Bonus Event
shall be considered pending only if there is a signed letter of
intent or definitive agreement in place, with respect to such Bonus
Event.
2.
Obligations of Company in the Event of a Bonus Event
.
(a) Retention
Bonus . Upon the occurrence of a Bonus Event during the Term,
if Employee has remained in continuous employment with the Company
during the Term, then the Company shall pay to Employee a
“Retention Bonus” in the amount of twenty percent (20%)
of Employee’s annual base salary in effect on the Effective
Date, less applicable taxes.
(b) Company
Obligation to Pay Bonuses . Any bonus payable pursuant to this
Section 2 shall be in addition to all other salary, benefits
and other amounts accrued to, vested in or earned by Employee upon
the occurrence of the Bonus Event. No such bonus under to this
Section 2 shall be paid if a Bonus Event does not occur, or
upon the voluntary termination by Employee of Employee’s
employment with the Company, Employee’s death or disability,
or the termination by the Company of Employee’s employment
for unsatisfactory job performance, whether or not a Bonus Event is
then pending.
3.
Definitions . The term “Bonus Event” shall mean
(i) merger or consolidation of the Company with another
corporation where, as a result of such merger or consolidation,
less than 75% of the outstanding voting securities of the surviving
or resulting
