**EXHIBIT 10.1****INDEMNIFICATION AGREEMENT**     This INDEMNIFICATION AGREEMENT is made and entered into as of the ___day of September 2005, byand between Metrocorp, Inc., an Illinois corporation(“Metrocorp”), and           ,a memberof Metrocorp’s Board of Directors (the “Director”).     WHEREAS, Metrocorp and the Director each recognize the ongoing and substantial risk oflitigation and other claims being asserted against directors of public companies; and     WHEREAS, in recognition of the need for protection against such litigation and claims tofacilitate the Director’s continued effective service to Metrocorp, Metrocorp desires to providefor the indemnification, advancement, reimbursement and insurance of certain liabilities andexpenses of the Director, to the full extent permitted by law;     NOW, THEREFORE, in consideration of these premises and of the Director’s continuation ofservice to Metrocorp, the parties hereto agree as follows:     1. Indemnification Against Liability. The Director shall be indemnified and heldharmless by Metrocorp, to the full extent permitted by law, against any and all liabilities andassessments arising out of or related to any threatened, pending or completed action, suit,proceeding, inquiry or investigation, whether civil, criminal, administrative, or other (each beinghereinafter referred to as an “Action”), including, but not limited to, judgments, fines, penaltiesand amounts paid in settlement (whether with or without court approval), and any interest,assessments, excise taxes or other charges paid or payable in connection with or in respect of anyof the foregoing (each such liability and assessment being hereinafter referred to as a“Liability”), incurred by the Director and arising out of his or her status as a director or memberof a committee of the Board of Directors of Metrocorp, or by reason of anything done or not done bythe Director in such capacities.     2. Indemnification Against Expense. The Director shall also be indemnified and heldharmless by Metrocorp, to the full extent permitted by law, against any and all attorneys’ fees andother costs, expenses and obligations, and any interest, assessments, excise taxes or other chargespaid or payable in connection with or in respect of any of the foregoing (each such expense beinghereinafter referred to as an “Expense”) arising out of or relating to any Action, includingexpenses incurred by a Director:          (a) in connection with investigating, defending, being a witness or participating in anyAction (other than an Action commenced by the Director against another party, except as provided inSection 2(b) below) or any appeal of an Action; or          (b) in connection with any claim asserted or action brought by the Director for (i) payment orindemnification of Liabilities or Expenses or advance payment of Expenses by Metrocorp under thisAgreement, or pursuant to any other agreement, any resolution of Metrocorp’s stockholders or Boardof Directors, any provision of Metrocorp’s Articles of Incorporation or Bylaws, or any statute orrule of law providing for indemnification, now or hereafter in effect, relating to any Action, orfor specific performance pursuant to Section 17
 

 
hereof, and/or (ii) recovery under any directors’ and officers’ liability insurance policy orpolicies maintained by Metrocorp, regardless of whether the Director is ultimately determined to beentitled to such payment, indemnification, advance, or insurance recovery, as the case may be.     3. Partial Indemnification. If the Director is entitled under this Agreement topayment for some or a portion of any Liability or Expense relating to an Action, but not for thetotal amount thereof, Metrocorp shall nevertheless pay the Director for the portion thereof towhich he or she is entitled.     4. Advances. Metrocorp shall pay any and all Expenses incurred by the Director inconnection with any Action, whether or not the Action has been finally disposed of (an “Advance”),within five days after receipt by Metrocorp of an appropriate request therefor from the Director,provided that Metrocorp shall have received a Statement of Undertaking, in substantially the formset forth in Exhibit A (“Statement of Undertaking”), undertaking by or on behalf of theDirector to repay such Advance if it is ultimately determined that the Director is not entitled tobe indemnified by Metrocorp against such Expenses.     5. Demand and Final Payment. Final payments of Liabilities and Expenses provided forherein shall be made by Metrocorp upon the receipt of a written request therefor by or on behalf ofthe Director, and upon the determination that indemnification is proper in the circumstancesbecause the Director met the applicable standard of conduct set forth in this IndemnificationAgreement. Such determination shall be made (i) by a majority vote of the Metrocorp directors whoare not parties to the Action giving rise to the demand (the “Disinterested Directors”) even thoughless than a quorum, or (ii) by a committee of such Disinterested Directors designated by majorityvote of the Disinterested Directors, even though less than a quorum, or (iii) if the DisinterestedDirectors so direct, or if there are no Disinterested Directors, by independent legal counsel in awritten opinion, or (iv) by majority vote of Metrocorp’s stockholders. The Director may contest adetermination that he or she is not entitled to indemnification by petitioning a court to make anindependent determination with respect to the Director’s right to indemnification hereunder.     6. Failure to Indemnify. If a claim for payment of any Liability, Expense or Advanceunder this Agreement, or pursuant to any other agreement, any resolution of Metrocorp’sstockholders or Board of Directors, any provision of Metrocorp’s Articles of Incorporation orBylaws, or any statute or rule of law providing for indemnification, now or hereafter in effect, isnot paid in full within thirty days, in the case of Liabilities and Expenses, or within five days,in the case of Advances, after a written request for payment thereof has been received byMetrocorp, the Director may bring an action against Metrocorp to recover the unpaid amount of suchclaim, together with interest thereon. It shall be a defense to any such claim (other than anaction brought to enforce a claim for an Advance) that the Director has not met the standard ofconduct which makes it permissible under this Indemnification Agreement for Metrocorp to indemnifythe Director for the amount claimed, provided, however, that the burden of proving such defenseshall be on Metrocorp and the Director shall be entitled to receive Advances pursuant to Section 4hereof unless and until such defense shall be finally adjudicated by a court.
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     7. Presumption. For purposes of this Agreement, the termination of any Action byjudgment, order, settlement (whether with or without court approval) or conviction, or upon a pleaof nolo contendere, or its equivalent, shall not create a presumption that the Director has not metany particular standard of conduct required for payment under this Agreement.     8. Change in Control. If there is a Change in Control (as defined below) of Metrocorp,then the acquiring or successor Person (as defined below), as the case may be (the “Successor”),shall not diminish or limit in any manner the indemnification rights available to the Directorimmediately prior to such Change in Control, whether such rights were available under thisAgreement, or pursuant to any other agreement, any resolution of Metrocorp’s stockholders or Boardof Directors, any provision of Metrocorp’s Articles of Incorporation or Bylaws, or any statute orrule of law providing for indemnification, now or hereafter in effect. No such Successor shallcancel, limit or in any way diminish the rights or coverage provided to the Director pursuant toone or more directors’ and officers’ insurance policies carried by Metrocorp immediately prior toany such Change in Control. For the purposes of this Agreement, the term “Change in Control” shallmean (i) the acquisition by any person or entity, or any group of persons or entities acting inconcert (a “Person”) of direct or indirect beneficial ownership of 40% or more of the voting poweror voting securities of Metrocorp, (ii) the acquisition by any Person of direct or indirectbeneficial ownership of 25% or more of the voting power or voting securities of Metrocorp and thesubsequent election of a majority of the members of Metrocorp’s Board of Directors who were notmembers of the Board for the two-year period immediately preceding their election, (iii) a transferof all or substantially all of Metrocorp’s assets to another Person who is not a wholly ownedsubsidiary of Metrocorp, or (iv) merger or consolidation of Metrocorp with another corporationwhere, as a result of such merger and consolidation, less than 60% of the outstanding votingsecurities of the surviving or resulting corporation shall then be owned by the stockholders ofMetrocorp immediately prior to such merger or consolidation.     9. Director’s Obligations. The Director shall promptly notify Metrocorp in writing ofthe institution of any Action which may be the subject of this Agreement and shall keep Metrocorpgenerally informed of any such Action. Notices to Metrocorp shall be directed to Metrocorp, Inc.,1523 8th Street, East Moline, IL 61244, Attention: Secretary (or to such other address as Metrocorpmay notify the Director in writing). Notice shall be deemed received three business days after thedate postmarked and shall be sent by certified or registered mail, properly addressed. In addition,the Director shall give Metrocorp such information and cooperation as Metrocorp shall reasonablyrequire and as shall be in the Director’s power.     10. Termination. This Agreement may not be terminated except by a writing to thateffect executed by the parties hereto. This Agreement shall continue in effect regardless ofwhether the Director continues to serve as a director of Metrocorp.     11. Contract Rights Not Exclusive. The rights of the Director hereunder shall be inaddition to, but not exclusive of, any other right which the Director may have pursuant to anyother agreement, any resolution of Metrocorp’s stockholders or Board of Directors, any provision ofMetrocorp’s Articles of Incorporation or Bylaws, or any statute or rule of law providing forindemnification, now or hereafter in effect.
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     12. Insurance. The rights of the Director hereunder shall also be in addition to anyrights the Director may now or hereafter have under policies of insurance maintained by Metrocorpor otherwise. Metrocorp may purchase and maintain insurance on behalf of its directors against anyliability asserted against or incurred by them, whether or not Metrocorp would have the power toindemnify them against such liability, and the Director shall be covered by such policy or policiesto the maximum extent of the coverage available for any director of Metrocorp.     13. Subrogation. In the event of any payment under this Agreement, Metrocorp shall besubrogated to the extent of such payment to all of the rights of recovery of the Director, whoshall execute all papers required and shall do everything that may be necessary to secure suchrights, including the execution of such documents as may be necessary to enable Metrocorpeffectively to bring suit to enforce such rights.     14. No Duplication of Payments. Metrocorp shall not be liable under this Agreement tomake any payment in connection with any claim made against the Director to the extent the Directorhas actually received payment of the amounts otherwise payable hereunder.     15. Modification and Waiver. No supplement, modification or amendment of any of theprovisions of this Agreement and no consent by either party hereto to any departure therefrom bythe other party hereto shall be binding unless executed in writing by both of the parties hereto.No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of anyother provisions hereof (whether or not similar) nor shall any such waiver constitute a continuingwaiver.     16. Binding Effect. This Agreement shall be binding upon and inure to the benefit ofand be enforceable by the parties hereto and their respective successors and assigns (including anydirect or indirect successor by purchase, merger, consolidation or otherwise to all orsubstantially all of the business and/or assets of Metrocorp) and spouses, heirs and personal andlegal representatives.     17. Specific Performance. The failure of Metrocorp to perform any of its obligationshereunder shall entitle the Director, as a matter of course, to request an injunction from anycourt of competent jurisdiction to enforce such obligations. Such right to request specificperformance shall be cumulative and in addition to any other rights and remedies to which theDirector shall be entitled.     18. Severability. If any provision or provisions of this Agreement, or any portion ofany provision hereof, shall be deemed invalid or unenforceable pursuant to a final determination ofany court of competent jurisdiction or as a result of future legislative action, such determinationor action shall be construed so as not to affect the validity or enforceability hereof, and theremaining provisions, and portions thereof, shall be enforceable to the fullest extent permitted bylaw.
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     19. Amendments to Laws. This Agreement is intended to provide indemnification andadvancement of expenses to Director to the fullest extent allowed under any applicable law, theArticles of Incorporation and the Bylaws of Metrocorp. Accordingly, to the extent permitted bylaw, if the applicable law, the Articles of Incorporation or the Bylaws of Metrocorp permit greaterindemnification or advancement of expenses than the indemnification and advancement of expenses setforth herein, or if any amendment is made to any applicable law, the Articles of Incorporation orthe Bylaws of the Company expanding the indemnity permissible, the indemnification or advancementof expenses obligations, as the case may be, contained herein automatically shall be expanded,without the necessity of action on the part of any party, to the extent necessary to provide toDirector the fullest indemnification or advancement of expenses, as the case may be, permissibleunder any applicable law, the Articles of Incorporation or the Bylaws of Metrocorp.     20. Governing Law. This Agreement shall be governed by and construed in accordancewith the substantive laws of the State of Illinois.     IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and yearfirst above written.                **METROCORP:**           METROCORP, INC.,    an Illinois corporation           By:             Name:    Title:           **DIRECTOR:**                Name:  
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**EXHIBIT A****STATEMENT OF UNDERTAKING**          STATEOF        COUNTY OF            I,                                                             , being first duly sworn, depose and say as follows:     1. This Statement of Undertaking is submitted pursuant to the Indemnification Agreement dated                                        , 2005, between Metrocorp, Inc., an Illinois corporation (“Company”), and me.     2. I am requesting the advancement of certain expenses which I have incurred in connectionwith an Action.     3. I hereby undertake to repay this advancement of expenses if it is ultimately determinedthat I am not entitled to be indemnified by the Company.     4. I am requesting the advancement of expenses in connection with the following Action:                                         .     I have executed this Statement of Undertaking on                                                             .                 Signature              Print Name       Subscribed and sworn to before me on                                         .                 Notary Public in and for         said state and county  My commission expires:                                                                                                                      
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