Exhibit
10.11(b)


 


[Form of
Amendment No. 1 to Life Insurance Endorsement Method

Split Dollar Plan Agreement]


 


AMENDMENT
NO. 1


TO


LIFE
INSURANCE


ENDORSEMENT
METHOD SPLIT DOLLAR PLAN


AGREEMENT


 


THIS AMENDMENT
NO. 1 (the “Amendment”) is made and entered into as of                        ,
2003 by and between NetBank (the “Bank”) and                                        
(the “Insured”) and amends that certain Life Insurance Endorsement Method Split
Dollar Plan Agreement (the “Agreement”) dated                                   ,
2002 between the Bank and the Insured.


 


WHEREAS, the
Bank and the Insured desire to reflect more clearly the intent of the Agreement
and desire to clarify certain ambiguities in the Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Bank and the Insured agree to amend the Agreement as follows
effective as of April 1, 2002:


 


1.  Subparagraphs VI(A) and VI(B) are hereby
amended by deleting the words “on the Board of the Bank” in the four places in
which they appear and inserting in lieu thereof the following:


 


as a director
of the Bank, the holding company of the Bank or any subsidiary of the Bank


 


2.  Subparagraph VI(B) is hereby further amended
by deleting the words “with the Bank” from the caption dealing with Total Years
of Service.


 


3.  Subparagraph IX(A) is hereby deleted and the
following is inserted in lieu thereof:


 


The Insured
shall be removed from office or not be reelected for Cause at any time.  Cause shall mean (i) the Insured’s conviction
of a felony; (ii) the request or demand for removal of the Insured from office
by any bank regulatory authority having jurisdiction over the Bank; or (iii)
the determination by at least two-thirds of the directors of the Bank then in
office, excluding the Insured, that the Insured’s conduct has been inimical to
the best interests of the Bank; or


 


4.  Paragraph XV is hereby deleted in its
entirety and the following is hereby inserted in lieu thereof:


 


A Change of
Control shall mean:


 





















 


(i)                                     The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the then
outstanding shares of common stock of NetBank, Inc. (the “Outstanding NetBank,
Inc. Common Stock”) or (B) the combined voting power of the then outstanding
voting securities of NetBank, Inc. entitled to vote generally in the election
of directors (the “Outstanding NetBank, Inc. Voting Securities”); provided,
however, that for purposes of this Subparagraph XV(i), the following
acquisitions shall not constitute a Change of Control: (W) any acquisition
directly from NetBank, Inc. or any corporation controlled by NetBank, Inc., (X)
any acquisition by NetBank, Inc. or any corporation controlled by NetBank,
Inc., (Y) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by NetBank, Inc. or any corporation controlled by NetBank, Inc.
or (Z) any acquisition by any corporation pursuant to a transaction which
complies with clauses (A), (B) and (C) of Subparagraph XV(iii); or


 


(ii)                                  That
individuals who, as of the date hereof, constitute the Board of Directors of
NetBank, Inc. (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board of Directors of NetBank, Inc. (the “Board”);
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by NetBank Inc.’s
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or


 


(iii)                               Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of NetBank, Inc. or the acquisition of
assets of another corporation (a “Business Combination”), in each case, unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding NetBank, Inc. Common Stock and Outstanding NetBank, Inc. Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns NetBank, Inc. or all or substantially all of NetBank Inc.’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding NetBank,


 


2





















 


Inc. Common
Stock and Outstanding NetBank, Inc. Voting Securities, as the case may be, (B)
no Person (excluding any corporation resulting from such Business Combination
or any employee benefit plan (or related trust) of NetBank, Inc. or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock or the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns NetBank, Inc. or all or substantially all of NetBank’s assets
either directly or through one or more subsidiaries) except to the extent that
such ownership existed prior to the Business Combination and (C) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or


 


(iv)                              Approval
by the shareholders of NetBank, Inc. of a complete liquidation or dissolution
of NetBank, Inc.; or


 


(v)                                 The
Bank shall cease to be a Majority-Owned Subsidiary (as that term is defined in
Rule 405 under the Securities Act of 1933) of NetBank, Inc.


 


Upon a Change
of Control, the Insured shall become 100 percent vested in the benefits
provided pursuant to the Agreement.


 


5.                                       As
amended hereby, the Agreement shall continue in full force and effect.


 


IN WITNESS WHEREOF, the parties hereto
acknowledge that each has carefully read this Amendment and executed the
original thereof as of the first day set forth herein above, and that upon
execution, each has received a conforming copy.


 


	
   

  	
  NETBANK

  
	
   

  	
   

  
	
  Witness:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Insured

  
							



 


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