Exhibit 10.1


NetBank, Inc.


Management Incentive Plan


Plan Document


(Tier I and II for
Executive and Other Officers)


Plan
Year 2007


Plan Purpose


The following is a
description of the NetBank, Inc. (the “Company”) Management Incentive Plan (Tier
I and II Executive and Other Officers) (“MIP” or the “Plan”). The purpose of
the MIP is to:


·                  Support the
achievement of key business objectives, ensuring that MIP participants are
stakeholders in achieving key Company goals


·                  Motivate
participants to accomplish specific goals and provide significant rewards for
high performers


·                  Attract and
retain well-qualified executive and other officers


·                  Ensure
that total near-term compensation is affordable, competitive, objectively
determined and directly linked to performance


Effective Date


The Plan Year
shall be from January 1 through December 31. 
The Plan will be reviewed annually to ensure proper alignment with the
Company’s business objectives.


Eligible Participants


Individuals
eligible to participate in the Plan (“Participant) include the following
positions:  certain executive and other
officers (and the Tier I and II subsets thereof) as defined and approved by the
Compensation Committee (the “Compensation Committee”) of the Board of Directors
(the “Board”) at the beginning of the Plan Year.


Plan Structure


The plan structure
is made up of several components:  Target
Incentive, Sections & Sections Weights, and Section Performance Goals. These
components are established on or before the beginning of the third month of the
Plan Year.  The Compensation Committee
will be responsible for establishing all components for any Participants
subject to  Section 16 of the Securities
and Exchange Act of 1934, as amended (each a “Section 16 Officer”).  The Chief Executive Officer (“CEO”) will
establish all components for all Participants that are not Section 16 Officers.











I. Target Incentive


A Participant’s Target incentive under the Plan shall be determined as
a dollar amount that is equal to a percentage of the Participant’s base salary  at the beginning of the Plan Year and can
range from 20% of annual base salary up to a maximum of 100% of annual base
salary.


Maximum
and Minimum Incentive:


A Participant can earn between 0% of the Target incentive up to a
maximum of 200% of the Target incentive based upon performance against
pre-established Section Performance Goals.


The chart below reflects the payout ranges as a % of Target incentive
at the various levels of performance.


	
  

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  
	
  Performance
  Rating

  	
   

  	
  (Unacceptable

  Results)

  	
   

  	
  (Below

  Target)

  	
   

  	
  (Target)

  	
   

  	
  (Exceeds

  Target)

  	
   

  	
  (Greatly

  Exceeds

  Target)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payout (as a % of Target)

  	
   

  	
  0%

  of

  Target

  Incentive

  	
   

  	
  50%

  of

  Target

  Incentive

  	
   

  	
  100%

  of

  Target

  Incentive

  	
   

  	
  150%

  of

  Target

  Incentive

  	
   

  	
  200%

  of

  Target

  Incentive

  	
   

  



 


II. Sections and Section Weight


The MIP is comprised of 3
separate Sections: Company, Line of Business, and Individual.  Each Section is weighted separately for a
total scorecard weight of 100%. Weights for each Section are based upon the
Participant’s level within the organization. 
The higher the level of the Participant within the organization, the
more heavily the Company Section should be weighted on the scorecard
(referenced below). The weight for the Company Section shall range from a
minimum of 75% to a maximum of 100%.  For
example, the Company Section weight for the CEO shall be 100%.


III. Section Performance Goals


Specific Section Performance
Goals will be assigned under each of the three MIP Sections (Company, Line of
Business, and Individual), as applicable. 
Participants may be assigned up to four goals in each such Section.  The goals should be linked to the most
critical and relevant “performance measure” representing the Participant’s
planned activities for the Plan Year. 
More than four goals should not be used because it may have the effect
of diluting the significance of any one goal. 
All goals should be given a percentage weight to reflect their relative
priority to the Company and the Participant’s overall potential impact on each
goal.  The aggregate weight of the goals
within each Section shall equal 100% for such Section.











Section Performance Goals should conform to the
following “S.M.A.R.T” principles:




	
  Specific

  	
   

  	
  The goal relates to a desirable product of
  effort/contribution, which is clearly understood by all.

  
	
  Measurable

  	
   

  	
  The goal can be readily and objectively assessed
  relative to degree of attainment.

  
	
  Achievable

  	
   

  	
  The goal is set based on a realistic chance for
  achievement.

  
	
  Results
  Based

  	
   

  	
  The goal relates to products of effort or
  conclusions, which add value rather than focus on activities performed.

  
	
  Time
  Focused

  	
   

  	
  The time period for completion is specified when the
  goal is established.

  






 


Year End
Scoring


After the end of
the Plan Year, all results are scored on a scorecard and calculated.  The Compensation Committee will approve all
final scores for all Participants, including Section 16 Officers and
Participants that are not Section 16 Officers.


Defining
Scorecard Ratings


The scorecard performance
ratings will be as follows:


“5” — Greatly Exceeds Target


“4” — Exceeds Targets


“3” — Meets Targets


“2” — Below Target


“1” — Unacceptable
Results


Payouts
under the Plan


Payouts of
incentive bonus under the Plan may be paid in cash or shares of the Company’s
common stock (“Shares”).  Tier 1
Participants will be eligible to receive a payout payable solely in Shares,
while Tier 2 Participants will be eligible to receive a payout payable 50% in
Shares and 50% in cash.


Target Amount
Payable in Shares.  The
target amount payable in Shares is computed by dividing (A) the product of the Participant’s
target payout dollar amount under the Plan multiplied by the percent of the
target payout payable in Shares by (B) the closing price of the Company’s
common stock on the last business day of the prior fiscal year (for Plan Year
2007, December 29, 2006).


Example (for illustration purposes
only):


Officer X, a Tier 2 Participant, with an annual base
salary of $150,000 and a target payout equal to 50% of base salary:  


Target Payout =  
$75,000 (cash equivalent)











Percent of Target Payable
in Shares = 50% (= $37,500)


(Note: 100% for all Tier 1 Participants)


Stock Price on December 29, 2006 =   $4.64 per share


Target Amount Payable in
Shares = 8,100  ($37,500/$4.64)


(Note:  shares
are rounded to nearest 1,000 for Tier 1 Participants and to the nearest 100 for
Tier II Participants)


Target
Amount Payable in Cash. 
The target amount payable in cash is computed by multiplying the
Participant’s target payout under the Plan by the percent of the target payout payable
in cash:


Example (for illustration purposes
only):


Officer X, a Tier 2 Participant with an annual base
salary of $150,000 and a target payout equal to 50% of base salary:   


Target Payout =  
$75,000 (cash equivalent)


Percent of Target Payable
in Cash = 50%


(Note: 50% for all Tier II Participants)


Target Amount Payable in Cash = $37,500


Payout Process; 1996 Stock Incentive Plan


All incentive bonus awards (including stock
awards, in the case of an incentive bonus payable in Shares) will be determined
and paid within two and one half months after the end of the Plan Year.  All incentive bonus awards under the Plan are
subject to the final approval of the Compensation Committee.  Any portion of an MIP incentive bonus award
paid in Shares shall be in the form of a “Stock Award” under, and pursuant to, the
Company’s 1996 Stock Incentive Plan, as amended, 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.  Any portion of an MIP incentive bonus award
paid in cash shall not be under or pursuant to the Company’s 1996 Stock Incentive
Plan, as amended.


Plan
Administration


Plan Administrator. 
The Compensation Committee will
administer the MIP and shall administer the MIP with respect to any Stock
Awards hereunder in accordance with the provisions of the Company’s 1996 Stock
Incentive Plan, as amended, 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 MIP does not create, nor should it be
construed to constitute, a contract of employment between the Company and any Participant.  Participation in the MIP does not create a
right to continued employment with the Company or any subsidiary or affiliate of
the Company in any capacity.











Payment
Eligibility.  Earned
incentive bonus will be paid within two and one half months after the end of
the Plan Year.  To be eligible to receive
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.  If the
Participant’s employment is terminated before an MIP incentive bonus payout, no
incentive bonus award shall be due and payable, unless otherwise approved by
the Compensation Committee in its sole and absolute discretion.


New Officers — New Hires and Promotions.  In the event a person is
hired or promoted into a position that, or the Compensation Committee
determines, is eligible to be a Participant in the MIP, such person may be
eligible to be a Participant not sooner than the beginning of the next fiscal
quarter of the Company.  As soon as
practicable after such person becomes a Participant, the Compensation Committee
shall establish each component for a Section 16 Officer and the CEO shall
establish as provided herein each component for all Participants that are not
Section 16 Officers.


For new Participants or Participants that receive a promotional salary
increase during the Plan Year, all calculations under the MIP for such Plan
Year shall be on a pro rata basis.  For
example, in the case of a promotion where the Participant receives a salary
increase during the Plan Year, the increased salary will be used for MIP
calculations only for that portion of the Plan Year in which such increased
salary was in effect, and the salary in effect before such increase will be
used for the preceding portion of the Plan Year.


Re-assignment of Duties.  In the event that a
Participant is reassigned from a one position to another position eligible for
participation hereunder during the Plan Year, all calculations under the MIP
with respect to such Participant will be prorated for the number of months in
each position.  As soon as practicable
after re-assignment of such person, the Compensation Committee shall establish
each component for a Section 16 Officer and the CEO shall establish as provided
herein each component for Participants that are not Section 16 Officers.


Plan
Interpretation.  If there is any ambiguity as to the
meaning of any terms or provisions of the MIP, 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 MIP to which the Participant
would otherwise be entitled may be revoked.


General
Conditions.  The MIP, 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 MIP 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.


Management Incentive Plan


Plan Document


Form of Stock Award Agreement


Plan Year 2007


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 Management Incentive Plan for Tier I and II Executive and Other
Officers (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, in
consideration of the Participant’s performance under the Plan, 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.” 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.

  



 


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.


MANAGEMENT INCENTIVE PLAN


(TIER I AND II EXECUTIVE
AND OTHER OFFICERS)


STOCK AWARD
AGREEMENT


PLAN YEAR 2007


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.


MANAGEMENT INCENTIVE PLAN


(TIER I AND II EXECUTIVE
AND OTHER OFFICERS)


PLAN YEAR 2007


	
  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. Management Incentive Plan for Tier I and II Executive and Other Officers
(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.


MANAGEMENT INCENTIVE PLAN


(TIER I AND II EXECUTIVE
AND OTHER OFFICERS)


STOCK AWARD
AGREEMENT


PLAN YEAR 2007


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.