Exhibit
10.2


NetBank, Inc.


Turn-Around Incentive Bonus
Plan


Plan Document


Plan
Purpose


The following is a description of the NetBank, Inc. (the “Company”)
Turn-Around Incentive Bonus Plan (the “Plan”). The purpose of the Plan is to:


·                  Align Plan participants interests with that
of the shareholders of the Company


·                  Motivate participants to accomplish specific
goals and provide significant rewards for high-level performance


·                  Retain experienced and tenured executives


Plan Performance Period


The Performance Period under the Plan shall be from October 5, 2006 to June
30, 2007.


Eligible Participants


The Compensation Committee (the “Compensation Committee”) of the Board
of Directors (the “Board”) has determined that the following executive and
other officers of the Company are eligible to participate (each, a “Participant”)
in the Plan: 1) Steven F. Herbert, Chief Executive Officer; 2) James P. Gross,
Chief Finance Officer; 3) Charles E. Mapson, Chief Legal Counsel; and 4)
Patricia Hart, Chief Human Resources Officer.


Plan Structure


The Plan structure is made up of several components:  Target Incentive, Sections, Section Goals and
Performance Measures.  The Plan is
divided into two Sections – Tactical Action Plans and Restoring
Profitability.  Each Section is weighted separately
and the weight for each Section is 50%.  One
or more specific Section Goals are assigned under each Section.   All Section Goals within a Section are
given a percentage weight and the aggregate weight of the goals within such
Section is equal to the overall Section weight (50%).  Each Section Goal is assigned performance
measures that correspond to five possible performance levels.











The following chart sets forth the Sections, Section Goals and
Performance Measures of the Plan:


	
   

  	
   

  	
   

  	
   

  	
  Substantially completed by

  	
   

  
	
   

  	
   

  	
  Weighting

  	
   

  	
  5

  	
   

  	
  4

  	
   

  	
  3

  	
   

  	
  2

  	
   

  	
  1

  	
   

  
	
  Tactical action plans:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Complete
  servicing sale to IXIS/EverBank

  	
   

  	
  2.5%

  	
   

  	
  1-Jan-07

  	
   

  	
  28-Feb-07

  	
   

  	
  30-Apr-07

  	
   

  	
  30-Jun-07

  	
   

  	
  After
  30-Jun-07

  	
   

  
	
  Shutdown/Exit
  Meritage

  	
   

  	
  10.0%

  	
   

  	
  1-Jan-07

  	
   

  	
  28-Feb-07

  	
   

  	
  30-Apr-07

  	
   

  	
  30-Jun-07

  	
   

  	
  After
  30-Jun-07

  	
   

  
	
  Exit Quickpost
  Consolidate Airport into Alpharetta

  	
   

  	
  10.0%

  	
   

  	
  1-Jan-07

  	
   

  	
  28-Feb-07

  	
   

  	
  30-Apr-07

  	
   

  	
  30-Jun-07

  	
   

  	
  After
  30-Jun-07

  	
   

  
	
  Shutown Auto
  Production Operations

  	
   

  	
  7.5%

  	
   

  	
  1-Jan-07

  	
   

  	
  28-Feb-07

  	
   

  	
  30-Apr-07

  	
   

  	
  30-Jun-07

  	
   

  	
  After
  30-Jun-07

  	
   

  
	
  Shutdown Beacon
  Production Operations

  	
   

  	
  2.5%

  	
   

  	
  1-Jan-07

  	
   

  	
  28-Feb-07

  	
   

  	
  30-Apr-07

  	
   

  	
  30-Jun-07

  	
   

  	
  After
  30-Jun-07

  	
   

  
	
  Sell the ATM
  contracts/Business

  	
   

  	
  7.5%

  	
   

  	
  1-Jan-07

  	
   

  	
  28-Feb-07

  	
   

  	
  30-Apr-07

  	
   

  	
  30-Jun-07

  	
   

  	
  After
  30-Jun-07

  	
   

  
	
  Reduce Executive
  Senior Management OH by $5 million

  	
   

  	
  5.0%

  	
   

  	
  7
  million

  	
   

  	
  6
  million

  	
   

  	
  5
  million

  	
   

  	
  3
  million

  	
   

  	
  2
  million

  	
   

  
	
  Aggressively
  pursue other operating cost reductions of $3.5 million

  	
   

  	
  2.5%

  	
   

  	
  3.5
  million

  	
   

  	
  3.0
  million

  	
   

  	
  2.5
  million

  	
   

  	
  2
  million

  	
   

  	
  1.5
  million

  	
   

  
	
  Close Jax and
  St. Louis ROC Operations saving $1 million

  	
   

  	
  2.5%

  	
   

  	
  1.4
  million

  	
   

  	
  1.
  2 million

  	
   

  	
  1
  million

  	
   

  	
  500
  thousand

  	
   

  	
  250
  thousand

  	
   

  
	
   

  	
   

  	
  50.0%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Weighting

  	
   

  	
  5

  	
   

  	
  4

  	
   

  	
  3

  	
   

  	
  2

  	
   

  	
  1

  	
   

  
	
  Restoring profitability:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Second quarter core earnings (adusted for unusual
  items)

  	
   

  	
  50%

  	
   

  	
  $

  	
  2.5 million

  	
   

  	
  $  —

  	
   

  	
  $

  	
  (2.5 million)

  	
   

  	
  $

  	
  (5.0 million)

  	
   

  	
  $

  	
  (7.5 million)

  	
   

  
																		



 


Overriding Condition to Payout (“Plan Circuit Breaker”)


Notwithstanding anything in the Plan to the contrary, if the Company
has a pre-tax net loss of greater than $18 million (adjusted for unusual items
in the discretion of the Compensation Committee) for the period beginning
January 1, 2007 and ending June, 30, 2007, then no payout of any kind shall be
due and payable under the Plan to any Participant regardless of the performance
level achieved by such Participant for any goals under the Plan.


Target, Maximum and Minimum Incentive Bonus


Each Participant’s target incentive bonus under the Plan is set forth
in the chart below.  Minimum and maximum
payouts are also established relative to the target payout.  If a Participant achieves overall level 3
performance (Target Performance), the Participant would receive an incentive
bonus equal to the target payout.  Exceeding
such performance level would result in an incentive bonus that exceeds the
target payout and falling short of such performance level would result in an
incentive bonus that is less than the target payout.


The chart below sets forth the target payout for each Participant and the
potential payout at each performance level. Potential payouts range from 200% to
0% of the target payout.


	
  % of Target

  	
   

  	
  200%

  	
   

  	
  150%

  	
   

  	
  100%

  	
   

  	
  50%

  	
   

  	
  0%

  	
   

  
	
  Performance Level

  	
   

  	
  5

  	
   

  	
  4

  	
   

  	
  3 (Target)

  	
   

  	
  2

  	
   

  	
  1

  	
   

  
	
  Steven Herbert

  	
   

  	
  $

  	
  250,000

  	
   

  	
  $

  	
  187,500

  	
   

  	
  $

  	
  125,000

  	
   

  	
  $

  	
  62,500

  	
   

  	
  $

  	
  —

  	
   

  
	
  James Gross

  	
   

  	
  $

  	
  83,333

  	
   

  	
  $

  	
  62,500

  	
   

  	
  $

  	
  41,666

  	
   

  	
  $

  	
  20,833

  	
   

  	
  $

  	
  —

  	
   

  
	
  Charles Mapson

  	
   

  	
  $

  	
  83,333

  	
   

  	
  $

  	
  62,500

  	
   

  	
  $

  	
  41,666

  	
   

  	
  $

  	
  20,833

  	
   

  	
  $

  	
  —

  	
   

  
	
  Patricia Hart

  	
   

  	
  $

  	
  83,333

  	
   

  	
  $

  	
  62,500

  	
   

  	
  $

  	
  41,666

  	
   

  	
  $

  	
  20,833

  	
   

  	
  $

  	
  —

  	
   

  



 











Plan Scoring


After the end of the Performance Period, each goal is scored (1-5)
based upon actual results under the Performance Measures and Section Goals
within each Section and a weighted performance level rating is determined for
each such goal based on the weight assigned to such goal.  The weighted performance level rating for each
Section Goal is combined to determine the overall performance level, which is
then used to determine the payout for each Participant.


Payouts Under the 1996 Stock Incentive
Plan


All payouts under the Plan are subject to the approval of the
Compensation Committee. Except as set forth below in the Early Settlement
section of this Plan, all payouts of incentive bonus hereunder shall be paid as
soon as practicable after approval by the Compensation Committee  and no later than September 1, 2007.  Awards under the Plan are cash denominated,
however, any payout of an incentive bonus under the Plan shall be paid in the
number of shares of the Company’s common stock (“Shares”) equal to the earned
cash amount.  The number of Shares will
be calculated by dividing the earned cash amount by the closing price of the
Shares at the close of business on the date the payout is approved by the
Compensation Committee of the Board.  Except
as set forth below in the Early Settlement section of this Plan, bonus awards
shall be in the form of a “Stock Award” under, and pursuant to, the Company’s
1996 Stock Incentive Plan, as amended (the “1996 Plan”), and also pursuant to a
Stock Award Agreement, substantially in the form attached hereto as Exhibit
A, between the Company and the Participant, which shall be entered into at
the time of award, in connection a payout hereunder, if any.


Early Settlement


Regardless of a Participant’s achievement of any Section Goals or other
performance criteria hereunder, a Participant shall receive a payout prior to the
end of the Performance Period if any one of the following events occurs prior
to the end of the Performance Period (each, an “Early Settlement Event”) with
respect to such Participant:


·             Participant’s service as an employee of the Company
ends because of the Participant’s death or total disability (as determined by
the Compensation Committee of the Board).


·                  Participant’s service as an
employee of the Company is terminated by the Company without Cause (as defined
in the 1996 Plan) and the Participant agrees to release any and all employment-related
claims against the Company.


·                  A Change in Control (as
defined in the 1996 Plan) occurs with respect to the Company.


The payout due in the case of an Early Settlement Event shall be the
maximum incentive potential (200% of Target). 
Any and all Shares awarded due to an Early Settlement Event, as set
forth above, shall be fully vested upon grant and shall be paid as soon as
practicable after such Early Settlement Event and no later than September 1,
2007 .  In the case of an Early
Settlement Event, the form of Stock Award Agreement attached hereto as Exhibit
A shall be amended for the Participant subject to an Early Settlement Event to
reflect on Schedule 1 thereof that the Shares shall be 100% vested immediately upon
the date of grant.











Plan Administration


Plan Administrator.  The Compensation Committee will administer
the Plan in accordance with the provisions of the 1996 Plan, which provisions
are incorporated herein by reference.


Plan Duration.  The
Compensation Committee reserves the right to amend, change and/or terminate
this Plan at any time, without prior notice.


No
Employment Contract.  The Plan does not create, nor should it be
construed to constitute, a contract of employment between the Company and any Participant.  Participation in the Plan does not create a
right to continued employment with the Company or any subsidiary or affiliate
of the Company in any capacity.


Payment
Eligibility.  Except as otherwise provided in the
Early Settlement section of this Plan, to be eligible for an incentive bonus payout, the Participant must be
employed by the Company at the time of payout, unless otherwise approved by the
Compensation Committee in its sole and absolute discretion.


Plan
Interpretation.  Any revisions to the Plan must be approved by the Compensation
Committee.  If there is any ambiguity as
to the meaning of any terms or provisions of the Plan, the Compensation
Committee’s interpretation or determination will be final and binding.  The altering, inflating and/or inappropriate
manipulation of performance/sales results or any other infraction of recognized
ethical business standards may subject the Participant to disciplinary action
up to and including termination of employment. 
In addition, any incentive compensation as provided by the Plan to which
the Participant would otherwise be entitled may be revoked.


General
Conditions.  The Plan, and the transactions and payments
hereunder shall, in all respects, be governed by, and construed and enforced in
accordance with the laws of the State of Georgia.  Each provision of the Plan is severable, and
if any provision is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not, in any way,
be affected or impaired thereby.











EXHIBIT A


NetBank, Inc.


Turn-Around Incentive Bonus Plan


Plan Document


Form of Stock Award Agreement


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


The Compensation
Committee (the “Compensation Committee”) of the Board of Directors of the
Company has determined that Participant is eligible to participate in the
Company’s Turn-Around Incentive Bonus (the “Plan”) and has approved under the
Plan an incentive bonus award payable in shares of the Company’s Common
Stock.  The Compensation Committee
administers the Plan and has the same powers with respect to this Agreement as
it has under the Plan.


The Company hereby
awards to the Participant, as of the Grant Date, the Restricted Shares
described below pursuant to the Plan and the Company’s 1996 Stock Incentive
Plan, as amended, (the “Stock Award”). 
The terms and conditions of the Stock Award hereunder are set
forth in this Agreement, including in the Additional Terms and Conditions
attached hereto and incorporated herein by reference as part of this Agreement,
and in the Plan.


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 (the “Vesting Schedule”).
Restricted Shares which become vested pursuant to the Vesting Schedule are
herein referred to as the “Vested Restricted Shares.”  Except as provided below, if the
Participant’s employment is terminated before the vesting of the Restricted
Shares, the Stock Award hereunder shall terminate and the Participant shall
have no right to receive any unvested shares of Common Stock.  If the Participant receives Restricted Shares
hereunder and subsequently experiences an event prior to the vesting of the
Restricted Shares, which event would qualify as an Early Settlement Event (as
defined in the Plan) but for the fact that the event occurred after the end of
the Performance Period (as defined in the Plan), then the remaining unvested
Shares will vest on the date of such event.


IN WITNESS
WHEREOF, the Company and Participant have signed and sealed this Agreement as
of the Grant Date set forth above.


	
  

  	
  NETBANK, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
							



 











ADDITIONAL TERMS AND CONDITIONS OF


NETBANK, INC.


TURN-AROUND INCENTIVE
BONUS PLAN


STOCK AWARD
AGREEMENT


1.             Condition
to Delivery of Restricted Shares.


(a)           Participant  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 Participant 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), Participant 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 as of
the Tax Date as determined by the Compensation Committee under the Company’s
1996 Stock Incentive Plan, as amended, 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”). Participant 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 Compensation Committee may, in
its sole discretion, disapprove and give no effect to any Withholding Election.


2.             Restricted
Shares Held by the Share Custodian. Participant 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 Compensation 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 Participant. In the event that the
Participant 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
Participant the amount determined by the Company to be the estimated fair
market value therefor. Participant hereby irrevocably appoints the Share
Custodian, and any successor thereto, as the true and lawful attorney-in-fact
of Participant with full power and authority to execute any stock transfer
power or other instrument necessary to transfer the Restricted Shares to the
Company in accordance with this Agreement, in the name, place, and stead of the
Participant. The term of such appointment shall commence on the date of the
Stock Award and shall continue until the Restricted Shares are delivered to the
Participant as provided above. During the period that the Share Custodian holds
the shares of Common Stock subject to this Section 2, the Participant shall be
entitled to all rights applicable to shares of Common Stock not so held, except
as provided in this Agreement. 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, in such shares of Common Stock, the Participant
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 Agreement as if initially granted thereunder.


3.             Dividends.
The Participant 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 Agreement, the Participant 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
Agreement 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 Agreement, and any Restricted Shares so transferred will continue
to be bound by the Plan and this Agreement. The Participant (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 Agreement. 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 Agreement 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 Agreement.


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 Participant 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 which is effected without receipt of consideration by the Company.
No fractional shares shall be issued in making such adjustment. All adjustments
made by the Compensation 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 Participant pursuant to this Stock
Award.


(c)           The existence of the Plan and
the Stock Award 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 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 Agreement shall be construed, administered and enforced
according to the laws of the State of Georgia.


8.             Successors.
This Agreement 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 Agreement 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 Agreement 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 Agreement, and this Agreement
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 and the Company’s 1996 Stock Incentive Plan, which are incorporated
herein by this reference as if fully set forth herein, 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.  This
Agreement may be amended only by another written agreement, signed by both
parties.


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


13.           Headings;
Capitalized Terms; Incorporation of the Plan. Paragraph headings used
herein are for convenience of reference only and shall not be considered in
construing this Agreement. Capitalized terms used, but not defined, in this
Agreement have the same meaning as in 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.  If there is any inconsistency between this
Agreement and the Plan, the terms of the Plan will govern.


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 Agreement, 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.


15.           No
Right to Continued Retention. Neither the establishment of the Plan,
participation in the Plan nor the award of Restricted Shares hereunder shall be
construed as giving Participant the right to any continued service relationship
with the Company or any subsidiary of the Company in any capacity. The Company
reserves the right to terminate Participant’s service at any time and for any
reason or for no reason.











EXHIBIT A


NOTICE
OF WITHHOLDING ELECTION


NETBANK,
INC.


TURN-AROUND INCENTIVE BONUS PLAN


	
  TO:

  	
  NetBank, Inc.

  
	
   

  	
   

  
	
  FROM:

  	
   

  	
   

  



 


RE:       Withholding Election


This election
relates to the Stock Award 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 Stock Award.


o                                    the legal
representative of the estate of the original recipient of the Stock Award.


o                                    a legatee of the
original recipient of the Stock Award.


o                                    the legal guardian
of the original recipient of the Stock Award.


(3)                         The Stock
Award pursuant to which this election relates was issued under the NetBank,
Inc. Turn-Around Incentive Bonus 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, as determined under the Plan, to be
withheld in addition to $                            in
cash to be tendered to the Company by the recipient of the Stock Award shall be
equal to the minimum statutory tax withholding requirement under federal, state
and local law in connection with the exercise.


(5)                         This
Withholding Election is made no later than the Tax Date and is otherwise timely
made pursuant to the Plan and Section 1 of the Additional Terms and Conditions
of the Stock Award Agreement.


(6)                         I further
understand that, if this Withholding Election is not disapproved by the
Compensation 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.











(7)                         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

  
						












SCHEDULE 1


NETBANK, INC.


TURN-AROUND INCENTIVE BONUS PLAN


STOCK AWARD AGREEMENT


Vesting Schedule of Restricted Shares


Fifty percent (50%) of the Restricted Shares will vest
immediately on the Grant Date.


The remaining 50% of the Restricted Shares will vest
on the one year anniversary of the Grant Date.