Exhibit 10.2(l)


 


[Form of Mid-term Incentive Plan Award Agreement for
employees

other than reporting persons]


 


NetBank, Inc. Mid-Term Incentive Plan Award
Agreement


 


NetBank, Inc. grants to the individual named
below an Award under the NetBank, Inc. Mid-Term Incentive Plan.


 


The terms and conditions of the Award are set forth in
this Agreement and the NetBank, Inc. Mid-Term Incentive Plan (the “Plan”).  All of the provisions of the Plan are
incorporated in this Agreement and have the same effect as if they were set
forth in full in this Agreement. 
Capitalized terms used in this Agreement have the same meaning as in the
Plan.  In the event of a discrepancy
between this Agreement and the Plan, the terms of the Plan shall prevail.


 


Name of Grantee:


 


Grantee’s Social Security Number:


 


Performance Period: 
Beginning on:                           
and ending on:                         


 


Target Performance and associated payouts:


 


	
   

  	
   

  	
  Award Payout

  	
   

  	
   

  	
   

  
	
  Performance

  	
   

  	
  At threshold 

  	
   

  	
  At Target 

  	
   

  	
  At Maximum

  	
   

  	
  Performance Targets

  	
   

  
	
  measure

  	
   

  	
  performance

  	
   

  	
  Performance

  	
   

  	
   Performance

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  
	
  NetBank EPS

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Financial intermediary EPS

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Retail banking EPS

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Processing EPS

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  
																				



 


Total Target Incentive awarded: $


 


 


	
  Description

  	
   

  	
  You have been awarded a
  Target Incentive, which is divided among several performance objectives,
  which will be paid to you in shares of NetBank common stock to the extent
  that NetBank’s performance, relative to those performance measures, warrants
  it, according to the schedule set forth in the Plan, as supplemented by
  the schedule above.  If actual
  performance is below threshold, you will receive no value from this Award
  attributable to the

  



 





















 


	
   

  	
   

  	
  applicable performance
  measure(s). Likewise, if performance exceeds Target Performance for all
  performance measures, you may receive up to 150% of the Target Incentive,
  subject to the Vesting requirements described below.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  Fifty percent (50%) of
  any Shares paid based on actual performance over the Performance Period will
  vest as of the last day of the Performance Period, the remaining unvested
  Shares will vest in accordance with the schedule described below.

  
	
   

  	
   

  	
   

  
	
   

  	
  Service Date from end of

  Performance Period

  	
   

  	
  Vested Percentage

  	
   

  
	
   

  	
   

  	
  12 months

  	
   

  	
  50% of remaining
  unvested Shares

  	
   

  
	
   

  	
   

  	
  24 months

  	
   

  	
  100% of
  remaining unvested Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you experience any
  one of the events described under the heading “Early Settlement Event” below
  prior to the applicable Service Date, the remaining unvested Shares will vest
  on the date of that event.  Otherwise,
  if you cease to be an Employee of NetBank for any other reason after the end
  of the Performance Period but prior to the completion of the applicable
  Service Date above, any remaining unvested Shares will be forfeited.

  
	
   

  	
   

  	
   

  
	
  Early Settlement Event

  	
   

  	
  Your Award will become
  payable prior to the end of the Performance Period if any one of the
  following events occurs prior to its end:

  
								



 


2





















 


	
   

  	
   

  	
  •                  Your service
  as an Employee ends because of your death, Total Disability or your
  Retirement;

   

  •                  Your service
  as an Employee is terminated by NetBank without Cause and you agree to
  release any and all employment-related claims.

   

  In addition, your Award
  will become payable if one of the following occurs during the Change In
  Control Window Period:

   

  •                  Your service
  as an Employee with NetBank is terminated by NetBank for any reason except
  for Cause; or

   

  •                  You terminate
  your service as an Employee with NetBank within 30 days of a Constructive
  Termination.

   

  Though your Award will become payable in the circumstances described
  above, the payment will be on a pro rata basis and will be made if and only
  to the extent of actual performance to the event date relative to Target
  Performance in accordance with the schedule set forth in the Plan, as
  supplemented by the schedule above. 
  The pro rata payment to be made, if any, will be equal to (1) the
  payment determined by the schedules, multiplied by (2) a fraction, the
  numerator of which is the number of days from the Date of Award to the date
  of the applicable event and the denominator of which is the total numbers of
  days in the Performance Period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any and all Shares paid because of the early settlement of the Award
  will be fully Vested and the Award shall be deemed fully settled as a result
  of the early settlement event.  

  
	
   

  	
   

  	
   

  
	
  Taxes

  	
   

  	
  Unless you make
  arrangements to pay applicable withholding taxes in cash, all payments under
  the Plan, and Shares becoming Vested after payment, will be reduced by any
  amounts NetBank, Inc. determines appropriate for applicable tax
  withholding.

  
	
   

  	
   

  	
   

  
	
  No Transfers

  	
   

  	
  Prior to Vesting, you
  may not transfer, sell or assign your Shares to anyone and, if you attempt to
  do so, your Shares will immediately become invalid.  However, you may provide for your Shares to
  be transferred to your beneficiary in the event of your death by way of the
  beneficiary designation form attached to this Agreement. 

  
	
   

  	
   

  	
   

  
	
  Notices

  	
   

  	
  Any written notices
  required under the Plan or this Agreement shall be directed to the Grantee at
  his or her address indicated by NetBank, Inc. records.  Any written notices that you direct to
  NetBank, Inc. should be sent to NetBank, Inc.’s principal executive
  office.

  
	
   

  	
   

  	
   

  
	
  Administration

  	
   

  	
  The Compensation
  Committee of the Board of Directors of NetBank, Inc. administers the
  Plan and has the same powers with respect to this Agreement as it has under
  the Plan.

  



 


3





















 


	
  No

  Employment

  Rights

  	
   

  	
  Neither your
  participation in the Plan nor anything in this Agreement gives you the right
  to employment with NetBank, Inc. or any subsidiary of NetBank, Inc.
  in any capacity.  NetBank, Inc.
  reserves the right to terminate your service at any time and for any reason
  or for no reason.

  
	
   

  	
   

  	
   

  
	
  Applicable

  Law

  	
   

  	
  This Agreement will be
  interpreted and enforced under the laws of the state of Georgia.

  
	
   

  	
   

  	
   

  
	
  The Plan and

  Other Agreements

  	
   

  	
  The text of the Plan is
  incorporated in this Agreement by reference. If there is any inconsistency
  between this Agreement and the Plan, the terms of the Plan will govern.

   

  This Agreement and the
  Plan constitute the entire understanding between you and NetBank, Inc.
  regarding this Award, the Plan and your participation in the Plan.  Any prior agreements, commitments or
  negotiations concerning this Award are superseded.  This Agreement may be amended only by
  another written agreement, signed by both parties.

  



 


By
signing this Agreement, you agree to all of the terms and conditions of the
Agreement and in the Plan.


 


	
  Grantee’s signature:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature of NetBank, Inc.
  Representative:

  	
   

  	
   

  
	
   

  
	
  Title of NetBank, Inc. Representative:

  	
   

  	
   

  
								



 


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BENEFICIARY DESIGNATION FORM


 


I hereby designate
the beneficiary named below to receive all benefits to be paid to me under the
NetBank, Inc. Mid-Term Incentive Plan (the “Plan”) in the event of my
death, reserving the full right to revoke or cancel this designation, or any
modification thereof, at any time by a further written beneficiary designation:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of
  Individual Benficiary

  	
   

  	
  Relationship to
  Me

  	
   

  	
  Birth Date

  
	
   

  	
   

  	
   

  	
   

  	
  (if minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  Beneficiary
  address

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name of Trust

  	
   

  	
  Date of Trust

  
	
   

  	
   

  	
   

  
	
   

  
	
  Trustee and
  address

  
											



 


 


	
  Required
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grantee/Participant’s
  Printed Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Grantee/Participant’s
  Signature

  	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Spouse’s
  Signature

  	
  Date

  



 


NOTE:  This form must be
signed by the spouse of a married Grantee/Participant if the beneficiary
designated is not the spouse.