**EXHIBIT10.2**INCENTIVE BONUS AGREEMENT**     ThisIncentive Bonus Agreement (“Agreement”) is effective as ofthe ___ 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 alternativesavailable to the Company, the Company is in the process of exploring opportunities for the sale ofthe 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 itsstockholders to assure that the Employee will remain employed by the Company and that the Companywill have the continued dedication of Employee, notwithstanding the possibility or occurrence of asale of the Company;     WHEREAS, the Board believes it is imperative (i) to diminish the inevitable and significantdistractions of Employee and dilution of the time of Employee, by virtue of the personaluncertainties and risks created by a planned or pending sale of the Company; (ii) to encourageEmployee’s full attention and dedication to the Company currently and in the event of any plannedor pending sale of the Company; and (iii) to provide Employee with compensation arrangements in theevent of a sale of the Company; and     WHEREAS, in order to accomplish the objectives described in the preceding recitals, the Boarddesires to cause the Company to enter into this Agreement as set forth herein.     NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreementscontained in this Agreement, and other good and valuable consideration, the receipt and sufficiencyof 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 firstanniversary of the Effective Date, provided however, if a Bonus Event (as defined herein) ispending prior to the end of the Term, the Term shall continue until the Bonus Event occurs or thereis no Bonus Event pending. For purposes of this Agreement, a Bonus Event shall be consideredpending only if there is a signed letter of intent or definitive agreement in place, with respectto 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, ifEmployee has remained in continuous employment with the Company during the Term, then theCompany shall pay to Employee a “Retention Bonus” in the amount of twenty percent (20%) ofEmployee’s annual base salary in effect on the Effective Date, less applicable taxes.
 

 
     (b) Company Obligation to Pay Bonuses. Any bonus payable pursuant to thisSection 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 underto this Section 2 shall be paid if a Bonus Event does not occur, or upon the voluntarytermination by Employee of Employee’s employment with the Company, Employee’s death ordisability, or the termination by the Company of Employee’s employment for unsatisfactoryjob performance, whether or not a Bonus Event is then pending.    3. Definitions. The term “Bonus Event” shall mean (i) merger or consolidation of theCompany 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 shall then be ownedby the stockholders of the Company immediately prior to such merger or consolidation; or (ii) atransfer of all or substantially all of the Company’s assets to another entity that is not awholly-owned subsidiary of the Company.    4. Time of Payment. Any payment due under this Agreement shall be made within ten(10) days following the date of the Bonus Event.    5. At Will-Employment. Nothing in this Agreement is intended to change or affectEmployee’s status as an at-will employee or is intended to guaranty employment to Employee eitherbefore or after a Bonus Event. The Company shall continue to have the right to terminate Employee’semployment with or without cause subject to its obligation to make certain payments to Employee onthe terms and conditions otherwise provided for in this Agreement, and to applicable law.    6. Confidentiality. As a material inducement to Company to enter this Agreement,Employee covenants and agrees that Employee will not disclose to any third-party (includingemployees of the Company other than the President of the Company) the nature, character, content orexistence of this Agreement, without the prior written consent of the Company, which consent may bewithheld in its sole discretion. Notwithstanding the foregoing, Employee may disclose the nature,character, content or existence of this Agreement or its terms (a) to the Employee’s spouse; or(b) to the Employee’s legal and financial advisors, so long as such third parties agree to keepconfidential and not disclose the existence or terms of this Agreement. Additionally, Employee maydisclose the nature, character, content or existence of this Agreement or its terms to the extentrequired by process of law. If Employee shall breach this Section 6, Company shall have the rightto immediately terminate this Agreement by giving written notice of such termination to Employeeand to further pursue all rights and remedies available to the Company at law or equity withrespect to such breach.    7. General Terms.(a) Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the state of Illinois.     (b) Assignability. This Agreement is personal to Employee and without theprior written consent of the Company shall not be assignable by Employee other than by
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will or the laws of descent and distribution. This Agreement shall inure to the benefitof and be enforceable by Employee’s legal representatives and heirs. This Agreement shallinure to the benefit of and be binding upon the Company and its successors and assigns.     (c) Withholding. The Company may withhold from any amounts payable under thisAgreement such federal, state or local taxes as shall be required to be withheld pursuant toany applicable law or regulation.     (d) Amendment. Except as may be otherwise provided herein, this Agreement maynot be amended or modified except by subsequent written agreement executed by both partieshereto.     (e) Multiple Counterparts. This Agreement may be executed in multiplecounterparts, each of which shall constitute an original, but all of which together shallconstitute one Agreement.     (f) Notices. Any notice provided for in this Agreement shall be deemeddelivered upon deposit in the United States mails, registered or certified mail, addressedto the party to whom directed at the addresses set forth below or at such other addresses asmay be substituted therefore by notice given hereunder. Notice given by any other means mustbe in writing and shall be deemed delivered only upon actual receipt.     If to the Company:     Metrocorp, Inc.  1523 8th Street  East Moline, Illinois 61244  Attention: General Counsel     If to Employee:     To the last address reflected on the records of the Company, unless  otherwise provided in writing to the Company pursuant to this Section.     (g) Waiver. The waiver of any breach of any term or condition of thisAgreement shall not be deemed to constitute the waiver of any breach of the same or anyother term or condition of this Agreement.     (h) Severability. In the event any provision of this Agreement is found to beunenforceable or invalid, such provision shall be severable from this Agreement and shallnot affect the enforceability or validity of any other provision of this Agreement. If anyprovision of this Agreement is capable to two constructions, one of which would render theprovision void and the other that would render the provision valid, then the provision shallhave the construction that renders it valid.     (i) Arbitration of Disputes. Except for disputes and controversies involvingequitable or injunctive relief, any dispute or controversy arising under or in connection
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with this Agreement shall be conducted in accordance with the rules set forth by theAmerican Arbitration Association. The decision of the arbitrator shall be binding onEmployee and the Company. Judgment may be entered on the arbitrator’s award in any courthaving jurisdiction.     (j) Legal Fees and Expenses. If Employee shall prevail in any contest by theCompany or others contesting the validity or enforcement of, or liability under, any term orprovision of this Agreement, the Company shall pay any and all reasonable attorney,accounts’ and experts’ fees and expenses and court costs, incurred by Employee as a resultof any such contest. Otherwise, each party shall bear his, her or its own expenses inconnection with any such contest.[Signature page follows]
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.                **COMPANY:**           **Metrocorp, Inc.**           By:             Name:    Title:           **EMPLOYEE:**                Name:  
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