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EXHIBIT
10.4



METROCORP, INC.




Stay Bonus Plan




     This Stay Bonus Plan (the “Plan”) is adopted as of November 11, 2005 by Metrocorp, Inc., an
Illinois corporation (the “Company”), for the benefit of its employees and those of its
subsidiaries.



     WHEREAS, the Company has undertaken a process that might lead to a sale or other change of
control of the Company and its subsidiaries; and



     WHEREAS, the Company wishes to maintain the continued dedication of its employees and those of
its subsidiaries throughout this process until such a sale or other change of control occurs.



     NOW THEREFORE, the Board of Directors of the Company (the “Board”) has approved and the
Company adopts this Plan to provide as follows:



     1. Definitions. As used herein:



          (a) “Change of Control” means (i) the acquisition by any person or entity, or any group of
persons or entities acting in concert (a “Person”) of direct or indirect beneficial ownership of
50% or more of the voting power or voting securities of the Company, not held by such Person as of
the date of adoption of this Plan, (ii) the acquisition by any Person of direct or indirect
beneficial ownership of 25% or more of the voting power or voting securities of the Company not
held by such Person as of the date of adoption of this Plan and the subsequent election of a
majority of the members of the Company’s Board of Directors who were not members of the Board for
the 2-year period immediately preceding their election, (iii) a transfer of all or substantially
all of the Company’s assets to another Person who is not a wholly-owned subsidiary of the Company,
or (iv) 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 corporation will then be owned by the stockholders of the Company immediately prior to
such merger or consolidation.




          (a) “Code” means the Internal Revenue Code of 1986, as amended.




          (b) “Compensation” means the greater of the Employee’s annual base pay at the rate in effect
on November 11, 2005 or at the rate in effect on the Effective Date.




          (c) “Effective Date” means the effective date of the first event to occur after the date of
adoption of this Plan that constitutes a Change of Control.




          (d) “Employee” means any person other than Gary D. Andersen, Nancy R. Hamilton, or Julius J.
Van Paemel Bart Ottens, Branden Alexander, Doug Vanderlaan, Mark Milder, Rich Skrivseth or Lori
Welsh who is continually employed by the Company or one of its Subsidiaries for the period
beginning on November 11, 2005 and ending on the Effective Date.




 









 







No person will be a participant in the Plan or eligible for a benefit under the Plan until and
unless he is an Employee.




          (e) “Subsidiaries” means Metrobank, N.A. and any other entity in which the Company owns
greater than a majority of the outstanding voting securities.




     2. Stay Bonus. Each Employee will be entitled to a payment in the amount equal to 12%
of his Compensation. The Company will make this payment on the earlier of its first regular
payroll date following the Effective Date or the 10th day following the Effective Date.



     3. Termination. If no Change of Control has occurred within 12 months after the date
of adoption of this Plan, unless this Plan has been further extended by the Board, this Plan and
all obligations of the Company hereunder will terminate and become void.



     4. Withholding. The Company will withhold from any benefit payment under this Plan
all federal, state, and local taxes or other amounts as required pursuant to any law, governmental
regulation or ruling. If any such taxes or other amounts are due with respect to any benefit
earned by an Employee prior to the time of the benefit payment under this Plan, the Company will
withhold from any other compensation or payment due to the Employee all federal, state, and local
taxes or other amounts required to be withheld from that payment.



     5. Successors and Assigns. The obligations of the Company hereunder will be binding
upon the Company and its successors and assigns, including but not limited to any successor of the
Company upon a Change of Control.



     6. Amendment. After a Change of Control, no amendments, modifications additions, or
deletions to this Plan will be effective unless made in writing and signed by any Employee affected
by such change. Prior to a Change of Control, this Plan may be amended upon resolution of the
Board; provided, however, that no such amendment will materially reduce the benefits provided
hereunder.



     7. Administration. The Company will operate and administer the Plan. In its sole
discretion, the Company will construe and interpret the Plan, including disputed and doubtful terms
and provisions and, in its sole discretion, decide all questions of eligibility for benefits
payments and determine the amount, manner and time of benefits under the Plan terms. All
determinations and interpretations of the Company will be consistently and uniformly applied to all
employees and will be conclusive and binding on all parties.



     8. Governing Law. Illinois state law will govern this Plan, without reference to the
conflict of laws principles.



     9. American Jobs Creation Act of 2004. Code Section 409A applies to benefits
provided under this Plan. The provisions of this Plan are intended to comply with Section 409A and
the guidance issued by the Internal Revenue Service and proposed and final regulations issued by
the Treasury Department. These provisions will be consistently interpreted and applied by the
Board so that benefits under this Plan will not be subject to taxation under Code Section 409A.



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     10. Miscellaneous.



          (a) The Plan is intended to be and at all times will be interpreted and administered as an
unfunded plan that is not subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended. All Plan benefits will be paid from the Company’s general assets. The right
of an Employee to receive any payment under the Plan will be an unsecured claim against the general
assets of the Company. An Employee will have no right against any specific assets of the Company.




          (b) No Employee may anticipate, assign, or alienate (either at law or in equity) any benefit
or right provided under the Plan. Any such anticipation, assignment or alienation will be null and
void.




          (c) Nothing in this Plan will be construed to limit in any way the right of Company or any of
its Subsidiaries to terminate the employment of an Employee at any time for any reason; or evidence
any agreement or understanding, express or implied, that the Company or any of its subsidiaries
will employ an Employee in any position or at any rate of remuneration or for any period of time.




          (d) The benefits provided under this Plan to an Employee are in addition to any benefit
provided under the terms of any other plan maintained by the Company or any of its Subsidiaries.




          (e) As used in this Plan the term “and” means “and/or”, the singular includes the plural, and
the masculine includes the feminine and neuter. Headings of sections are not to be considered in
the construction and interpretation of the Plan.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	METROCORP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gary D. Andersen	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Title: President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Date: November 11,
2005	 	 
	 

	 	 	 	 	 	 






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