Exhibit 10.4


 


NetBank, Inc. Mid-Term Incentive Plan Award
Agreement


 


NetBank, Inc. grants to the individual named
below an Award under the NetBank, Inc. Amended and Restated Mid-Term
Incentive Plan effective January 1, 2006 (the “Plan”).


 


The terms and conditions of the Award are set forth in
this Agreement and 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. Capitalized terms used in this Agreement have the same meaning
as in the Plan. In the event of a discrepancy between this Agreement and the
Plan, the terms of the Plan shall prevail.


 


Name of Grantee:


 


Grantee’s Social Security Number:


 


Performance Period: 
Beginning on:                           
and ending on:


 


Target Performance and associated payouts:


 


	
  Performance

  	
   

  	
  Award Payout

  	
   

  	
  Performance Targets

  	
   

  
	
  measure (NetBank Net Income

  Before Tax for NetBank and/or

  Business Segments as follows:)

  	
   

  	
  At threshold

  performance

  	
   

  	
  At Target

  Performance

  	
   

  	
  At

  Maximum

  Performance

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
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  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  



 


Total Target Incentive awarded: $


 


	
  Description

  	
   

  	
  You have been awarded a Target Incentive, which is
  divided among several performance objectives, which will be paid to you in
  shares of NetBank common stock to the extent that NetBank’s performance,
  relative to those performance measures, warrants it, according to the schedule set
  forth in the Plan, as supplemented by the schedule above. If actual
  performance is below threshold, you will receive no value from this Award
  attributable to the applicable performance measure(s). Likewise, if
  performance exceeds Target Performance for all performance measures, you may receive
  up to 150% of the Target Incentive, subject to the Vesting requirements
  described below.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  Fifty percent (50%) of any Shares paid based on
  actual performance over the

  



 

















 


	
   

  	
   

  	
  Performance Period will
  vest as of the last day of the Performance Period, the remaining unvested
  Shares will vest in accordance with the schedule described below.

  



 


	
  Service Date from end of

  Performance Period

  	
   

  	
  Vested Percentage

  
	
  12 months

  	
   

  	
  50% of remaining
  unvested Shares

  
	
  24 months

  	
   

  	
  100% of
  remaining unvested Shares

  



 


	
   

  	
   

  	
  If you experience any
  one of the events described under the heading “Early Settlement Event” below
  prior to the applicable Service Date, the remaining unvested Shares will vest
  on the date of that event. Otherwise, if you cease to be an Employee of
  NetBank for any other reason after the end of the Performance Period but
  prior to the completion of the applicable Service Date above, any remaining
  unvested Shares will be forfeited.

  
	
   

  	
   

  	
   

  
	
  Early Settlement

  Event

  	
   

  	
  Your Award will become
  payable prior to the end of the Performance Period if any one of the
  following events occurs prior to its end:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •                  Your service
  as an Employee ends because of your death, Total Disability or your
  Retirement;

  •                  Your service
  as an Employee is terminated by NetBank without Cause and you agree to
  release any and all employment-related claims.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition, your Award will become payable if one
  of the following occurs during the Change In Control Window Period:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •                  Your service
  as an Employee with NetBank is terminated by NetBank for any reason except
  for Cause; or

  •                  You terminate
  your service as an Employee with NetBank within 30 days of a Constructive
  Termination.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Though your Award will
  become payable in the circumstances described above, the payment will be on a
  pro rata basis and will be made if and only to the extent of actual
  performance to the event date relative to Target Performance in accordance
  with the schedule set forth in the Plan, as supplemented by the schedule above.
  The pro rata payment to be made, if any, will be equal to (1) the
  payment determined by the schedules, multiplied by (2) a fraction, the
  numerator of which is the number of days from the Date of Award to the date
  of the applicable event and the denominator of which is the total numbers of
  days in the Performance Period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any and all Shares paid
  because of the early settlement of the Award will be fully Vested and the
  Award shall be deemed fully settled as a result of the early settlement
  event. 

  
	
   

  	
   

  	
   

  
	
  Taxes

  	
   

  	
  Unless you make arrangements to pay applicable
  withholding taxes in cash, all payments under the Plan, and Shares becoming
  Vested after payment, will be reduced by any amounts NetBank, Inc.
  determines appropriate for applicable tax withholding.

  
	
   

  	
   

  	
   

  
	
  No Transfers

  	
   

  	
  Prior to Vesting, you may not transfer, sell or
  assign your Shares to anyone and, if you attempt to do so, your Shares will
  immediately become invalid. However, you may provide for your Shares to
  be transferred to your beneficiary in the event of your death by way of the
  beneficiary designation form attached to this Agreement. 

  
	
   

  	
   

  	
   

  
	
  Notices

  	
   

  	
  Any written notices required under the Plan or this
  Agreement shall be directed to the Grantee at his or her address indicated by
  NetBank, Inc. records. Any written notices that you direct to NetBank, Inc.
  should be sent to NetBank, Inc.’s principal executive office.

  



 

















 


	
  Administration

  	
   

  	
  The Compensation Committee of the Board of Directors
  of NetBank, Inc. administers the Plan and has the same powers with respect
  to this Agreement as it has under the Plan.

  
	
   

  	
   

  	
   

  
	
  No

  Employment

  Rights

  	
   

  	
  Neither your participation in the Plan nor anything
  in this Agreement gives you the right to employment with NetBank, Inc.
  or any subsidiary of NetBank, Inc. in any capacity. NetBank, Inc.
  reserves the right to terminate your service at any time and for any reason
  or for no reason.

  
	
   

  	
   

  	
   

  
	
  Applicable

  Law

  	
   

  	
  This Agreement will be interpreted and enforced
  under the laws of the state of Georgia.

  
	
   

  	
   

  	
   

  
	
  The Plan and

  Other Agreements

  	
   

  	
  The text of the Plan is incorporated in this
  Agreement by reference. If there is any inconsistency between this Agreement
  and the Plan, the terms of the Plan will govern.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Agreement and the Plan constitute the entire
  understanding between you and NetBank, Inc. regarding this Award, the
  Plan and your participation in the Plan. Any prior agreements, commitments or
  negotiations concerning this Award are superseded. This Agreement may be
  amended only by another written agreement, signed by both parties.

  



 


By signing this Agreement,
you agree to all of the terms and conditions of the Agreement and in the Plan.


 


	
  Grantee’s signature:

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
  Signature of NetBank, Inc.
  Representative:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title of NetBank, Inc.
  Representative:

  	
   

  	
   

  
					



 

















 


BENEFICIARY DESIGNATION FORM


 


I hereby designate
the beneficiary named below to receive all benefits to be paid to me under the
NetBank, Inc. Amended and Restated Mid-Term Incentive Plan (the “Plan”) in
the event of my death, reserving the full right to revoke or cancel this
designation, or any modification thereof, at any time by a further written
beneficiary designation:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of Individual Benficiary

  	
   

  	
  Relationship to Me

  	
   

  	
  Birth Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (if minor)

  



 


	
   

  
	
  Beneficiary address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  or

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name of Trust

  	
   

  	
  Date of Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Trustee and address

  	
   

  	
   

  



 


 


Required Signature


 


	
   

  	
   

  	
   

  
	
  Grantee/Participant’s Printed Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Grantee/Participant’s Signature

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Spouse’s Signature

  	
   

  	
  Date

  	
   

  



 


NOTE:  This form must be signed by the
spouse of a married Grantee/Participant if the beneficiary designated is not
the spouse.