Exhibit 10.2(i)


 


Form of
Restricted Stock Award Agreement Pursuant to 1996


Stock Incentive
Plan


 


NETBANK,
INC.


RESTRICTED
STOCK AWARD


 


This RESTRICTED STOCK AWARD (the “Award”) is made
and entered into as of the          day
of                         ,
                
by and between NetBank, Inc. (the “Company”), a Georgia corporation, and                                                      
(the “Employee”).


 


Upon and subject to the Additional Terms and
Conditions attached hereto and incorporated herein by reference as part of this
Award, the Company hereby awards as of the Grant Date to the Employee the
Restricted Shares described below pursuant to the NetBank, Inc. 1996 Stock
Incentive Plan (the “Plan”) in consideration of the Employee’s services to the
Company (the “Restricted Stock Grant”).


 


A.                                   Grant Date:                                          ,
                   .


 


B.                                     Restricted Shares:                               
shares of the Company’s common stock (“Common Stock”), par value $.01.


 


C.                                     Vesting Schedule:  The Restricted Shares shall vest
according to the Vesting Schedule attached hereto as Schedule 1
hereto (the “Vesting Schedule”).  The
Restricted Shares which have become vested pursuant to the Vesting Schedule are
herein referred to as the “Vested Restricted Shares.” The unvested Restricted
Shares determined as of the Employee’s Termination of Service will be forfeited
back to the Company.


 


IN WITNESS WHEREOF, the Company has signed and
sealed this Award as of the Grant Date set forth above.


 


	
   

  	
  NETBANK, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
  [CORPORATE SEAL]

  	
   

  	
   

  
								



 





















 


ADDITIONAL TERMS AND CONDITIONS OF


NETBANK, INC.


RESTRICTED STOCK AWARD


 


1.                                       Condition
to Delivery of Restricted Shares.


 


(a)                                  Employee
must deliver to the Company, within thirty (30) days after the earlier of (i) the
date on which any Restricted Shares become Vested Restricted Shares, or (ii) the
making of an election pursuant to Code Section 83(b) as to all or any
portion of the Restricted Shares, either cash or a certified check payable to
the Company in the amount of all tax withholding obligations (whether federal,
state or local), imposed on the Company by reason of the vesting of the
Restricted Shares, or the making of an election pursuant to Code Section 83(b),
as applicable, except as provided in Section 1(b).


 


(b)                                 If
the Employee does not make an election pursuant to Code Section 83(b), in
lieu of paying the withholding tax obligation in cash or by certified check as
described in Section 1(a), Employee may elect to have the actual number of
Vested Restricted Shares reduced by the smallest number of whole shares of
Common Stock which, when multiplied by the Fair Market Value of the Common
Stock on the Vesting Date as determined by the Board of Directors, is
sufficient to satisfy the amount of the tax withholding obligations imposed on
the Company by reason of the vesting of the Restricted Shares (the “Withholding
Election”). Employee may make a Withholding Election only if all of the
following conditions are met:


 


(i)                                     the
Withholding Election must be made on or prior to the date on which the amount
of tax required to be withheld is determined (the “Tax Date”) by executing and
delivering to the Company a properly completed Notice of Withholding Election,
in substantially the form of Exhibit A attached hereto; and


 


(ii)                                    any
Withholding Election made will be irrevocable; however, the Board of Directors
may, in its sole discretion, disapprove and give no effect to any Withholding
Election.


 


2.                                       Restricted
Shares Held by the Share Custodian. 
Employee hereby authorizes and directs the Company to deliver any share
certificate issued by the Company to evidence Restricted Shares to the
Secretary of the Company or such other officer of the Company as may be designated
by the Committee (the “Share Custodian”) to be held by the Share Custodian
until the Restricted Shares become Vested Restricted Shares in accordance with
the Vesting Schedule.  When the
Restricted Shares become Vested Restricted Shares, the Share Custodian shall
deliver the Restricted Shares to the Employee. 
In the event that the Employee forfeits any of the Restricted Shares,
and the number of Vested Restricted Shares includes a fraction of a share, the
Share Custodian shall not be required to deliver the fractional share, and the
Company may pay the Employee the amount determined by the Company to be the
estimated fair market value therefor. 
Employee hereby irrevocably appoints the Share Custodian, and any successor
thereto, as the true and lawful attorney-in-fact of Employee with full power
and authority to execute any


 


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stock transfer power or
other instrument necessary to transfer the Restricted Shares to the Company in
accordance with this Award, in the name, place, and stead of the Employee.  The term of such appointment shall commence
on the date of the Restricted Stock Grant and shall continue until the
Restricted Shares are delivered to the Employee as provided above.  During the period that the Share Custodian
holds the shares of Common Stock subject to this Section 2, the Employee
shall be entitled to all rights applicable to shares of Common Stock not so
held, except as provided in this Award. 
In the event the number of shares of Common Stock is increased or
reduced by a change in the par value, split-up, stock split, reverse stock
split, reclassification, merger, reorganization, consolidation, or otherwise,
and in such shares of Common Stock, the Employee agrees that any certificate representing
shares of Common Stock or other securities of the Company issued as a result of
any of the foregoing shall be delivered to the Share Custodian and shall be
subject to all of the provisions of this Award as if initially granted
thereunder.


 


3.                                       Dividends.  The Employee shall be entitled to dividends
paid on all Restricted Shares as and when declared and paid.


 


4.                                       Restrictions
on Transfer of Restricted Shares.


 


(a)                                  General
Restrictions.  Except as provided by
this Award, the Employee shall not have the right to make or permit to exist
any transfer or hypothecation, whether outright or as security, with or without
consideration, voluntary or involuntary, of all or any part of any right, title
or interest in or to any Restricted Shares. 
Any such disposition not made in accordance with this Award shall be
deemed null and void.  The Company will
not recognize, or have the duty to recognize, any disposition not made in
accordance with the Plan and this Award, and any Restricted Shares so
transferred will continue to be bound by the Plan and this Award.  The Employee (and any subsequent holder of
Restricted Shares) may not sell, pledge or otherwise directly or indirectly
transfer (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law) any interest in or any beneficial
interest in any Restricted Shares except pursuant to the provisions of this
Award.  Any sale, pledge or other
transfer (or any attempt to effect the same) of any Restricted Shares in
violation of any provision of the Plan or this Award shall be void, and the
Company shall not record such transfer, assignment, pledge or other disposition
on its books or treat any purported transferee of such Restricted Shares as the
owner of such Restricted Shares for any purpose.


 


(b)                                 Certain
Permitted Transfers.  The
restrictions contained in this Section 4 will not apply with respect to
transfers of the Restricted Shares pursuant to applicable laws of descent and
distribution; provided that the restrictions
contained in this Section 4 will continue to be applicable to the
Restricted Shares after any such transfer; and provided
further that the transferees of such the Restricted Shares must
agree in writing to be bound by the provisions of the Plan and this Award.


 


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5.                                       Additional
Restrictions on Transfer.


 


(a)                                  In
addition to any legends required under applicable securities laws, the
certificates representing the Restricted Shares shall be endorsed with the
following legend and the Employee shall not make any transfer of the Restricted
Shares without first complying with the restrictions on transfer described in
such legend:


 


TRANSFER IS
RESTRICTED


 


THE SECURITIES EVIDENCED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND FORFEITURE
PROVISIONS WHICH ALSO APPLY TO THE TRANSFEREE AS SET FORTH IN A RESTRICTED
STOCK AWARD, DATED
                    ,
A COPY OF WHICH IS AVAILABLE FROM THE COMPANY.


 


(b)                                 Opinion
of Counsel.  No holder of Restricted
Shares may sell, transfer, assign, pledge or otherwise dispose of (whether with
or without consideration and whether voluntarily or involuntarily or by
operation of law) any interest in or any beneficial interest in any Restricted
Shares, except pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), without first
delivering to the Company an opinion of counsel (reasonably acceptable in form
and substance to the Company) that neither registration nor qualification under
the Securities Act and applicable state securities laws is required in
connection with such transfer.


 


6.                                       Change
in Capitalization.


 


(a)                                  The
number and kind of Restricted Shares shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a subdivision or combination of shares or the payment of a stock dividend
in shares of Common Stock to holders of outstanding shares of Common Stock or
any other increase or decrease in the number of shares of Common Stock
outstanding is effected without receipt of consideration by the Company.  No fractional shares shall be issued in
making such adjustment.  All adjustments made
by the Committee under this Section shall be final, binding, and conclusive.


 


(b)                                 In
the event of a merger or consolidation, extraordinary dividend (including a
spin-off), reorganization or other change in the corporate structure of the
Company or a tender offer for shares of Common Stock, an appropriate adjustment
may be made with respect to the Restricted Shares such that other securities,
cash or other property may be substituted for the Common Stock held by the
Employee pursuant to the Restricted Stock Grant.


 


(c)                                  The
existence of the Plan and the Restricted Stock Grant shall not affect the right
or power of the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any merger
or consolidation of the Company, any issue of debt or equity securities having
preferences


 


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or priorities as to the
Common Stock or the rights thereof, the dissolution or liquidation of the
Company, any sale or transfer of all or part of its business or assets, or any
other corporate act or proceeding.


 


7.                                       Governing
Laws.  This Award shall be construed,
administered and enforced according to the laws of the State of Georgia;
provided, however, no Restricted Shares shall be issued except, in the
reasonable judgment of the Committee, in compliance with exemptions under
applicable state securities laws of the state in which the Employee resides,
and/or any other applicable securities laws.


 


8.                                       Successors.  This Award shall be binding upon and inure to
the benefit of the heirs, legal representatives, successors, and permitted
assigns of the parties.


 


9.                                       Notice.  Except as otherwise specified herein, all
notices and other communications under this Award shall be in writing and shall
be deemed to have been given if personally delivered or if sent by registered
or certified United States mail, return receipt requested, postage prepaid,
addressed to the proposed recipient at the last known address of the
recipient.  Any party may designate any
other address to which notices shall be sent by giving notice of the address to
the other parties in the same manner as provided herein.


 


10.                                 Severability.  In the event that any one or more of the
provisions or portion thereof contained in this Award shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, the same shall
not invalidate or otherwise affect any other provisions of this Award, and this
Award shall be construed as if the invalid, illegal or unenforceable provision
or portion thereof had never been contained herein.


 


11.                                 Entire
Agreement.  Subject to the terms and
conditions of the Plan, this Award expresses the entire understanding and
agreement of the parties with respect to the subject matter.  This Award may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.


 


12.                                 Violation.  Any disposition of the Restricted Shares or
any portion thereof shall be a violation of the terms of this Award and shall
be void and without effect.


 


13.                                 Headings
and Capitalized Terms.  Paragraph
headings used herein are for convenience of reference only and shall not be
considered in construing this Award. 
Capitalized terms used, but not defined, in this Award shall be given
the meaning ascribed to them in the Plan


 


14                                    Specific
Performance.  In the event of any
actual or threatened default in, or breach of, any of the terms, conditions and
provisions of this Award, the party or parties who are thereby aggrieved shall
have the right to specific performance and injunction in addition to any and
all other rights and remedies at law or in equity, and all such rights and
remedies shall be cumulative.


 


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15.                                 No
Right to Continued Retention. 
Neither the establishment of the Plan nor the award of Restricted Shares
hereunder shall be construed as giving Employee the right to any continued
service relationship with the Company.


 


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EXHIBIT A


 


NOTICE OF
WITHHOLDING ELECTION


NETBANK,
INC.


1996
STOCK INCENTIVE PLAN


 


	
  TO:

  	
  NetBank, Inc.

  
	
   

  	
   

  
	
  FROM:

  	
   

  
	
   

  	
   

  
	
  RE:

  	
  Withholding Election

  



 


This election relates to
the Restricted Stock Grant identified in Paragraph 3 below.  I hereby certify that:


 


(1)                                  My correct name and social security number and my
current address are set forth at the end of this document.


 


(2)                                  I am (check one, whichever is applicable).


 


o                                    the original
recipient of the Restricted Stock Grant.


 


o                                    the
legal representative of the estate of the original recipient of the Restricted
Stock Grant.


 


o                                    a legatee of the
original recipient of the Restricted Stock Grant.


 


o                                    the
legal guardian of the original recipient of the Restricted Stock Grant.


 


(3)                                  The Restricted Stock Grant pursuant to which this
election relates was issued under the NetBank, Inc. 1996 Stock Incentive
Plan (the “Plan”) in the name of                    
for a total of                     
shares of Common Stock.  This election
relates to               
shares of Common Stock issued upon the vesting of the Restricted Shares,
provided that the numbers set forth above shall be deemed changed as
appropriate to reflect stock splits and other adjustments contemplated by the
applicable Plan provisions.


 


(4)                                  I hereby elect to have certain of the shares
withheld by the Company for the purpose of having the value of the shares
applied to pay federal, state and local, if any, taxes arising from the
exercise.


 


The fair market value of the shares to be withheld
in addition to $                    
in cash to be tendered to the Company by the recipient of the Restricted Stock
Grant shall be equal to the minimum statutory tax withholding requirement under
federal, state and local law in connection with the exercise.


 


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(5)                                  This Withholding Election is made no later than the
Tax Date and is otherwise timely made pursuant to the Plan.


 


(6)                                  I understand that this Withholding Election is made
prior to the Tax Date and is otherwise timely made pursuant to Section 1
of this Award and Section 5.1 of the Plan.


 


(7)                                  I further understand that, if this Withholding
Election is not disapproved by the Committee, the Company shall withhold from
the Common Stock a whole number of shares of Common Stock having the value
specified in Paragraph 4 above.


 


(8)                                  The plan has been made available to me by the
Company, I have read and understand the Plan and I have no reason to believe
that any of the conditions therein to the making of this Withholding Election
have not been met.  Capitalized terms
used in this Notice of Withholding Election without definition shall have the
meanings given to them in the Plan.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name (Printed)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Street Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  City, State, Zip Code

  	
   

  
						



 


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SCHEDULE 1


 


NETBANK,
INC.


1996
STOCK INCENTIVE PLAN


RESTRICTED
STOCK AWARD


 


Vesting Schedule


 


I.                                         The
Restricted Shares shall become vested in accordance with the following Vesting
Schedule:


 




	
   

  	
   

  	
  Percentage of Restricted Shares

  
	
  Years
  of Vesting Service

  	
   

  	
  which are Vested Restricted Shares

  
	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  25

  	
  %

  
	
  2

  	
   

  	
  50

  	
  %

  
	
  3

  	
   

  	
  75

  	
  %

  
	
  4

  	
   

  	
  100

  	
  %

  






 


II.                                     The
Employee shall receive one Year of Vesting Service for each full consecutive
one-year period beginning with the Grant Date and ending on the date the Employee
ceases to be an employee of the Company or an affiliate for any reason.  Except as provided in Section III below,
any portion of the Restricted Shares which are not vested at the time of
Employee’s Termination of Service shall be forfeited.


 


III.                                 Notwithstanding
the provisions of Sections I or II above, in the event of the occurrence of any
Change in Control prior to the Employee’s Termination of Service, any
previously unvested Restricted Shares shall become immediately vested.


 


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