Exhibit 10.11(a)


 


[Form of Life Insurance Endorsement Method Split
Dollar Plan Agreement]


 


LIFE INSURANCE


 


ENDORSEMENT METHOD SPLIT DOLLAR PLAN


 


AGREEMENT


 


	
  Insurer:

  	
   

  	
  Jefferson Pilot
  Life Insurance Company

  
	
   

  	
   

  	
  Union Central
  Life Insurance Company

  
	
   

  	
   

  	
   

  
	
  Policy Number:

  	
   

  	
  JP5217852

  
	
   

  	
   

  	
  U200001673

  
	
   

  	
   

  	
   

  
	
  Bank:

  	
   

  	
  NetBank

  
	
   

  	
   

  	
   

  
	
  Insured:

  	
   

  	
  [Name of
  Director]

  
	
   

  	
   

  	
   

  
	
  Relationship of
  Insured to Bank:

  	
   

  	
  Director

  



 


The respective rights and
duties of the Bank and the Insured in the above-referenced policy shall be
pursuant to the terms set forth below:


 


I.                                         DEFINITIONS


 


Refer
to the policy contract for the definition of any terms in this Agreement that
are not defined herein.  If the
definition of a term in the policy is inconsistent with the definition of a
term in this Agreement, then the definition of the term as set forth in this
Agreement shall supersede and replace the definition of the terms as set forth
in the policy.


 


II.                                     POLICY
TITLE AND OWNERSHIP


 


Title
and ownership shall reside in the Bank for its use and for the use of the
Insured all in accordance with this Agreement. 
The Bank alone may, to the extent of its interest, exercise the right to
borrow or withdraw on the policy cash values. 
Where the Bank and the Insured (or assignee, with the consent of the
Insured) mutually agree to exercise the right to increase the coverage under
the subject Split Dollar policy, then, in such event, the rights, duties and
benefits of the


 





















 


parties
to such increased coverage shall continue to be subject to the terms of this
Agreement.


 


III.                                 BENEFICIARY
DESIGNATION RIGHTS


 


The
Insured (or assignee) shall have the right and power to designate a beneficiary
or beneficiaries to receive the Insured’s share of the proceeds payable upon
the death of the Insured, and to elect and change a payment option for such
beneficiary, subject to any right or interest the Bank may have in such
proceeds, as provided in this Agreement.


 


IV.                                PREMIUM
PAYMENT METHOD


 


The
Bank shall pay an amount equal to the planned premiums and any other premium
payments that might become necessary to keep the policy in force.


 


V.                                    TAXABLE
BENEFIT


 


Annually
the Insured will receive a taxable benefit equal to the assumed cost of
insurance as required by the Internal Revenue Service.  The Bank (or its administrator) will report
to the Insured the amount of imputed income each year on Form W-2 or its
equivalent.


 


VI.                                DIVISION
OF DEATH PROCEEDS


 


Subject to Paragraphs VII and IX herein, the division
of the death proceeds of the policy is as follows:


 


A.                                   Should the Insured be serving on the Board
of the Bank at the time of death, the Insured’s beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to an amount
equal to eighty percent (80%) of the net-at-risk insurance portion of the
proceeds.  The net-at-risk insurance
portion is the total proceeds less the cash value of the policy.


 


B.                                     Should the Insured not be serving on the
Board of the Bank at the time of his or her death,
the Insured’s beneficiary(ies), designated in accordance with Paragraph III,
shall be entitled to the percentage as set forth hereinbelow of the proceeds
described in Subparagraph VI (A) above that corresponds to the number of full
years the Insured has served on the Board of the Bank since the date of first service on the Board
of the Bank.


 


	
  Total
  Years

  of Service with

  the Bank

  	
   

  	
  Vested (to a maximum of 100%)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1-5

  	
   

  	
  20

  	
  %

  



 


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C.                                     The
Bank shall be entitled to the remainder of such proceeds.


 


D.                                    The
Bank and the Insured (or assignees) shall share in any interest due on the
death proceeds on a pro rata basis as the proceeds due each respectively bears
to the total proceeds, excluding any such interest.


 


VII.                            DIVISION
OF THE CASH SURRENDER VALUE OF THE POLICY


 


The
Bank shall at all times be entitled to an amount equal to the policy’s cash
value, as that term is defined in the policy contract, less any policy loans
and unpaid interest or cash withdrawals previously incurred by the Bank and any
applicable surrender charges.  Such cash
value shall be determined as of the date of surrender or death as the case may
be.


 


VIII.                        RIGHTS
OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS


 


In the
event the policy involves an endowment or annuity element, the Bank’s right and
interest in any endowment proceeds or annuity benefits, on expiration of the
deferment period, shall be determined under the provisions of this Agreement by
regarding such endowment proceeds or the commuted value of such annuity
benefits as the policy’s cash value. 
Such endowment proceeds or annuity benefits shall be considered to be
like death proceeds for the purposes of division under this Agreement.


 


IX.                                TERMINATION
OF AGREEMENT


 


This
Agreement shall terminate upon the occurrence of any one of the following:


 


A.                                   The
Insured shall be discharged from service with the Bank for cause.  The term “for cause” shall mean any of the
following that result in an adverse effect on the Bank: (i) gross negligence or
gross neglect; (ii) the commission of a felony or gross misdemeanor involving
moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law,
rule, or regulation (other than a traffic violation or similar offense); (iv)
an intentional failure to perform stated duties; or (v) a breach of fiduciary
duty involving personal profit; or


 


B.                                     Surrender,
lapse, or other termination of the Policy by the Bank.


 


Upon
such termination, the Insured (or assignee) shall have a fifteen (15) day
option to receive from the Bank an absolute assignment of the policy in


 


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consideration
of a cash payment to the Bank, whereupon this Agreement shall terminate.  Such cash payment referred to hereinabove
shall be the greater of:


 


A.                                   The
Bank’s share of the cash value of the policy on the date of such assignment, as
defined in this Agreement; or


 


B.                                     The
amount of the premiums which have been paid by the Bank prior to the date of
such assignment.


 


If, within said fifteen
(15) day period, the Insured fails to exercise said option, fails to procure
the entire aforestated cash payment, or dies, then the option shall terminate
and the Insured (or assignee) agrees that all of the Insured’s rights, interest
and claims in the policy shall terminate as of the date of the termination of
this Agreement.


 


The Insured expressly
agrees that this Agreement shall constitute sufficient written notice to the
Insured of the Insured’s option to receive an absolute assignment of the policy
as set forth herein.


 


Except
as provided above, this Agreement shall terminate upon distribution of the
death benefit proceeds in accordance with Paragraph VI above.


 


X.                                    INSURED’S
OR ASSIGNEE’S ASSIGNMENT RIGHTS


 


The
Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in the
subject policy nor any rights, options, privileges or duties created under this
Agreement.


 


XI.                                AGREEMENT
BINDING UPON THE PARTIES


 


This
Agreement shall bind the Insured and the Bank, their heirs, successors,
personal representatives and assigns.


 


XII.                            ERISA
PROVISIONS


 


The following provisions are part of this Agreement
and are intended to meet the requirements of the Employee Retirement Income
Security Act of 1974 (“ERISA”):


 


A.                                   Named
Fiduciary and Plan Administrator.


 


The “Named
Fiduciary and Plan Administrator” of this Endorsement Method Split Dollar
Agreement shall be NetBank until its resignation or removal by the Board of
Directors.  As Named Fiduciary and Plan
Administrator, the Bank shall be responsible for the management, control, and
administration of this Split Dollar Plan as established herein.  The


 


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Named
Fiduciary may delegate to others certain aspects of the management and
operation responsibilities of the Plan, including the employment of advisors
and the delegation of any ministerial duties to qualified individuals.


 


B.                                     Funding
Policy.


 


The
funding policy for this Split Dollar Plan shall be to maintain the subject
policy in force by paying, when due, all premiums required.


 


C.                                     Basis
of Payment of Benefits.


 


Direct
payment by the Insurer is the basis of payment of benefits under this
Agreement, with those benefits in turn being based on the payment of premiums
as provided in this Agreement.


 


D.                                    Claim
Procedures.


 


Claim
forms or claim information as to the subject policy can be obtained by
contacting Benmark, Inc. (800-544-6079). 
When the Named Fiduciary has a claim which may be covered under the
provisions described in the insurance policy, they should contact the office
named above, and they will either complete a claim form and forward it to an
authorized representative of the Insurer or advise the Named Fiduciary what
further requirements are necessary.  The
Insurer will evaluate and make a decision as to payment.  If the claim is payable, a benefit check will
be issued in accordance with the terms of this Agreement.


 


In the
event that a claim is not eligible under the policy, the Insurer will notify
the Named Fiduciary of the denial pursuant to the requirements under the terms
of the policy.  If the Named Fiduciary is
dissatisfied with the denial of the claim and wishes to contest such claim
denial, they should contact the office named above and they will assist in
making an inquiry to the Insurer.  All
objections to the Insurer’s actions should be in writing and submitted to the
office named above for transmittal to the Insurer.


 


XIII.                        GENDER


 


Whenever
in this Agreement words are used in the masculine or neuter gender, they shall
be read and construed as in the masculine, feminine or neuter gender, whenever
they should so apply.


 


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XIV.                       INSURANCE
COMPANY NOT A PARTY TO THIS AGREEMENT


 


The
Insurer shall not be deemed a party to this Agreement, but will respect the rights
of the parties as herein developed upon receiving an executed copy of this
Agreement.  Payment or other performance
in accordance with the policy provisions shall fully discharge the Insurer from
any and all liability.


 


XV.                           CHANGE OF CONTROL


 


A Change of
Control shall mean any transaction wherein fifty percent (50%) of the shares of
NetBank, Inc. or the Bank, plus at least one additional share, are directly or
indirectly transferred by sale, gift, merger, exchange or any other means to
new owners other than an Affiliate of such person or entity transferring such
shares or if a majority of the members of the Board of Directors of NetBank,
Inc. or the Bank are replaced within a twelve (12) month period.  For purposes of this Paragraph XV, the term “Affiliate”
shall mean any business entity which controls, is controlled by, or is under
common control with, NetBank, Inc.  Upon
a Change of Control, if the Insured’s service is subsequently terminated,
except for cause, then the Insured shall be one hundred percent (100%) vested
in the benefits promised in this Agreement and, therefore, upon the death of
the Insured, the Insured’s beneficiary(ies) (designated in accordance with
Paragraph III) shall receive the death benefit provided herein as if the
Insured had died while serving on the Board of Directors (See Subparagraph
VI[A]).


 


XVI.                       AMENDMENT
OR REVOCATION


 


It is
agreed by and between the parties hereto that, during the lifetime of the
Insured, this Agreement may be amended or revoked at any time or times, in
whole or in part, by the mutual written consent of the Insured and the Bank.


 


XVII.                   EFFECTIVE DATE


 


The Effective Date of
this Agreement shall be December 31, 2001.


 


XVIII.               SEVERABILITY AND
INTERPRETATION


 


If a
provision of this Agreement is held to be invalid or unenforceable, the
remaining provisions shall nonetheless be enforceable according to their
terms.  Further, in the event that any
provision is held to be over broad as written, such provision shall be deemed
amended to narrow its application to the extent necessary to make the provision
enforceable according to law and enforced as amended.


 


XIX.                       APPLICABLE
LAW


 


The validity and interpretation of this Agreement
shall be governed by the laws of the State of Georgia.


 


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XX.                           PREMIUM
PAYMENT METHOD AND BANK’S DUE DILIGENCE


 


Subject
to the following, the Bank shall pay an amount equal to the planned premiums
and any other premium payments that might become necessary to keep the policy
in force.  The Bank shall exercise due
diligence in reviewing the financial stability of the insurance company and the
policy that are the subject of this Agreement. 
If the Bank believes that the Insurer under the policy is financially
weak or that the policy is not performing well, the Bank may, at any time,
surrender the policy or substitute a different policy provided that the Bank is
under no obligation to invest in such replacement policy any more than the
proceeds available from the cash surrender value of the original policy.  The Executive will cooperate by undertaking
any necessary medical examination.  If
the Bank chooses to surrender the above-referenced policy without replacing it
or the policy otherwise ceases to exist prior to the death of the Insured, the
Bank agrees to pay the Insured’s named beneficiary(ies) Three Hundred Eighty
Six Thousand and 00/100ths Dollars ($386,000.00) as a death benefit under
Paragraph VI of this Agreement.


 


Executed at Alpharetta, Georgia, this                 
day of January,                          .


 


 


	
   

  	
  NETBANK

  
	
   

  	
  Alpharetta, Georgia

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Witness

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
  [Name of
  Director]

  
						



 


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BENEFICIARY DESIGNATION
FORM


FOR LIFE INSURANCE ENDORSEMENT METHOD


SPLIT DOLLAR PLAN AGREEMENT


 


PRIMARY
DESIGNATION:


 


	
  Name

  	
   

  	
  Address

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  SECONDARY
  (CONTINGENT) DESIGNATION:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


All sums payable under
the Life Insurance Endorsement Method Split Dollar Plan Agreement by reason of
my death shall be paid to the Primary Beneficiary, if he or she survives me,
and if no Primary Beneficiary shall survive me, then to the Secondary
(Contingent) Beneficiary.


 


 


	
   

  	
   

  	
   

  	
   

  
	
  [Name of
  Director]

  	
  Date

  



 


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