**Exhibit10.5**

** **

**EMPLOYMENT AGREEMENT**

 

THISAGREEMENT is made as of the 1st day of April, 2002, between NetBank,Inc. (the “Company”), a Georgia corporation, and **Charles E. Mapson** (the “Executive”), a resident of the Stateof **Florida**, to be effective as ofthe date described in Section 1.10 hereof.

 

RECITALS:

 

The Company desires to employ the Executive and the Executive desiresto accept such employment.

 

Inconsideration of the above premises and the mutual agreements hereinafter setforth, the parties hereby agree as follows:

 

**1.  Definitions.**Whenever usedin this Agreement, the following terms and their variant forms shall have themeaning set forth below:

 

1.1           “Agreement” shall mean thisAgreement and any Annexes and Exhibits incorporated herein together with anyamendments hereto made in the manner described in this Agreement.

 

1.2           “Affiliate” shall mean anybusiness entity that controls, is controlled by, or is under common controlwith, the Company.

 

1.3           “Average MonthlyCompensation” shall mean the quotient determined by dividing (A) the sum of(i) the Executive’s Base Salary and (ii) Executive maximum IncentiveCompensation (as defined in Section 4.2(a)) for the year of termination by (B)twelve (12).

 

1.4           “Base Salary”shall have the meaning set forth in Annex A. 

 

1.5           “Business of the Company”shall mean the business conducted by the Company and its Affiliates, which iscurrently banking, residential mortgage lending, commercial lending and leasingand provision of other financial services.

 

1.6           “Cause” shall mean:

 

1.6.1        Withrespect to****termination by theCompany,

 

(a)a material breach of the terms of this Agreement by the Executive (including,without limitation, failure by the Executive to perform his duties andresponsibilities in the manner and to the extent required under this Agreement,or a breach of any representation or warranty of the Executive set forthherein); which breach remains uncured after the expiration of thirty (30) daysfollowing the delivery of written notice of such breach to the Executive by theCompany; or

 

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(b) conduct by the Executive that amounts topersonal dishonesty, willful misconduct, breach of fiduciary duty involvingpersonal profit, intentional failure to perform stated duties, willfulviolation of any law, rule or regulation (other than traffic violations orsimilar offenses), or willful violation of any final cease and desist orderapplicable to the Executive.

 

1.6.2        Withrespect to termination by the Executive,

 

(a) a material diminution in the powers, responsibilitiesor duties of Executive;

 

(b)  amaterial breach of the terms of this Agreement by the Company that remainsuncured after the expiration of thirty (30) days following the delivery ofwritten notice of such breach to the Company by the Executive; or

 

(c)  anyrequirement by the Company that the Executive’s services be rendered primarilyat a location or locations other than the Business Location set forth in AnnexA.

 

1.7           “Change in Control” has themeaning set forth in Annex B attached hereto.

 

1.8           “Permanent Disability” shallmean the total inability of the Executive to perform his duties under thisAgreement for a period of ninety (90) consecutive days as certified by aphysician chosen by the Company and reasonably acceptable to the Executive; provided,however, if the Executive is****coveredby a disability insurance policy, the term “Permanent Disability” shall havethe meaning set forth in such policy.

 

1.9           “ProprietaryInformation” shall mean:

 

(a)           Information related to theCompany or any Affiliate,

 

(i) which derives economic value, actual orpotential, from not being generally known to or readily ascertainable by otherpersons who can obtain economic value from its disclosure or use; and

 

(ii) which is the subject of efforts that arereasonable under the circumstances to****maintainits secrecy; and -

 

(b) All tangible reproductions or embodiments ofsuch information.

 

Assuming the criteria in (a)(i) and (a)(ii) aboveare satisfied, Proprietary Information includes, but is not limited to,technical and non-technical data related to the compilations, programs,methods, techniques, finances, actual or potential customers and suppliers,existing and future products, and employees of the Company or its Affiliates.Proprietary Information also includes information which has been disclosed tothe Company or its Affiliates by a third party and which the Company or anyAffiliate is obligated to treat as confidential.

 

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1.10         “Term” means the period commencing on the date onwhich the Merger (as defined in the Agreement and Plan of Merger dated as ofNovember 18, 2001 by and between the Company, Resource Bancshares MortgageGroup, Inc. and Palmetto Acquisition Corp.) is consummated and ending on thesecond anniversary of such date. Notwithstanding the foregoing, in the event the Merger does not occur,this Agreement shall be void.

 

**2.  Duties**.

 

2.1           The Executive is employed in the position set forth inAnnex A and, subject to the direction of the Chief Executive Officer of theCompany, shall perform and discharge well and faithfully the duties which maybe assigned to him from time to time by the Company in connection with theconduct of its business. The duties and responsibilities of the Executive areinclude those set forth on Annex A attached hereto as well as such other dutiesfrom time to time established by the Chief Executive Officer.

 

2.2           In addition to the duties andresponsibilities specifically assigned to the Executive pursuant to Section 2.1hereof, the Executive shall: (a) devote substantially all of his time, energyand skill during regular business hours to the performance of the duties of hisemployment (reasonable vacations and reasonable absences due to illnessexcepted), and faithfully and industriously perform such duties; (b) diligentlyfollow and implement all management policies and decisions communicated to himby the Chief Executive Officer of the Company; and (c) timely prepare andforward to the Chief Executive Officer of the Company all reports andaccounting as may be requested of the Executive.

 

2.3           The Executive shall devotesubstantially his entire business time, attention and energies to the Businessof the Company and shall not during the term of this Agreement be engaged (whetheror not during normal business hours) in any other business or professionalactivity which is competitive in nature; or interferes with his ability toperform his duties fully; or which promotes an activity inconsistent with thenature or status of the Company, whether or not such activity is pursued forgain, profit or other pecuniary advantage; but this shall not be construed aspreventing the Executive from (a) investing his personal assets in businesseswhich (subject to item (b) below) are not in competition with the Business ofthe Company and which will not require any services on the part of theExecutive in their operation or affairs and in which his participation issolely that of an investor, (b) purchasing securities in any corporation whosesecurities are regularly traded provided that such purchase shall not result inhis collectively owning beneficially at any time five percent (5%) or more ofthe equity securities of any business in competition with the Business of theCompany, and (c) participating in civic and professional affairs andorganizations and conferences, preparing or publishing papers or books orteaching so long as such activity does not materially interfere with theperformance of his duties hereunder.

 

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**3.  Term andTermination**.

 

3.1           Term. This Agreement shallremain in effect for the Term.  However,notwithstanding the provisions of Section 1.10, this Agreement shall terminateupon the death or Permanent Disability of Executive.

 

3.2           Termination.  During the Term, the employment of theExecutive under this Agreement may****beterminated only as follows:

 

3.2.1 By the Company:

 

(a)  For Cause, with no prior notice except asprovided in Section 1.6.1; or

 

(b) Without Cause at any time,provided that the Company shall give the Executive thirty (30) days priorwritten notice of its intent to terminate.

 

3.2.2 By the Executive:

 

(a)  For Cause, with no prior notice except asprovided in Section 1.6.2; or

 

(b) Without Cause, providedthat the Executive shall give the Company thirty (30) days prior written noticeof his intent to terminate.

 

3.2.3         By the Executive following a Change inControl of the Company, provided that the Executive shall give written noticeto the Company of his****intention toterminate this Agreement and terminates employment prior to the expiration ofthe Term.

 

3.2.4        At any time upon mutual, written agreementof the parties.

 

3.3           Effect of Termination. Theeffect of termination of the employment of theExecutive pursuant to Section 3.2 shall be as set forth in thisSection 3.3:

 

3.3.1        Inthe event of termination by the Company:

 

(a)  ForCause, pursuant to Section 3.2.1(a), the Company shall have no furtherobligation to the Executive except for the payment of any amounts due and owingunder Section 4 on the effective date of termination;

 

(b) Without Cause, pursuantto Section 3.2.1(b), the Company shall be required to meet its obligations tothe Executive under Section 3.4 below.

 

3.3.2        Inthe event of termination by the Executive:

 

(a)  For Cause, pursuant to Section 3.2.2(a), theCompany shall be required to meet its obligations to the Executive underSection 3.4 below.

 

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(b) Without Cause, pursuant to****Section 3.2.2(b), the Company shall have****no further obligation to the Executive,except for the payment of any amounts due and owing under Section 4 on theeffective date of termination.

 

3.3.3        Inthe event of termination by the Executive in connection with a Change inControl pursuant to Section 3.2.3, the Company shall be required to meet itsobligations to the Executive under Section 3.4 below.

 

3.3.4        Inthe event of termination upon mutual agreement of the parties pursuant toSection 3.2.4, the Company shall have no further obligation to the Executiveexcept for the payment of any amounts due and owing under Section 4.1 on theeffective date of termination unless otherwise set forth in the writtenagreement.

 

3.3.5        Notwithstandinganything in this Section 3.3 to the contrary, following any termination of theExecutive’s employment, the Executive shall be entitled to receive benefitspursuant to the employee benefit plans in which the Executive participatedduring his employment with Company in accordance with the terms of such plans.

 

3.4           Termination Payments. In theevent Executive’s employment is terminated under this Agreement prior to theexpiration of the Term pursuant to Section 3.3.1(b), Section 3.3.2(a), orSection 3.3.3, the Company shall pay to the Executive as severance pay andliquidated damages a lump sum amount equal to the product of the (a) AverageMonthly Compensation multiplied by (b) Twenty-Four (24), which amount shall bein lieu of any other severance benefits that the Executive might otherwise havebeen entitled to under any other plan, practice, arrangement or agreement ofthe Company.  In addition, for a periodof twenty-four months following the effective date of the termination (the“Severance Period”), the Company may continue to provide to the Executive, tothe extent practicable, the benefits described in Section 4.3; provided,however, that in lieu of providing health benefits, the Company shall pay theExecutive an amount equal to the difference between (x) the cost of COBRAhealth continuation coverage that would be charged by the Company to a formeremployee and eligible dependents for the greater of the Severance Period or theperiod during which the Executive and his eligible dependents are entitled toCOBRA health continuation coverage from the Company and (y) the amount forwhich the Executive would have been responsible to pay under the health benefitplans in effect for the Executive immediately prior to his termination.  To the extent the Company determines thatthe continuation of any other benefits by the Company is not practicable, theCompany shall pay the Executive an amount equal to what would have been theCompany’s cost of providing the coverage for such benefits during the SeverancePeriod to the Executive and his eligible dependents as if the coverage hadcontinued.  Notwithstanding the aboveprovisions of this Section 3.4, the Company may elect to retain the Executiveon the payroll of the Company or an Affiliate (with existing benefitscontinuing through standard payroll deduction) for all or any part of theSeverance Period in lieu of the payment of a lump sum; provided that suchelection by the Company shall not reduce the total amount due to Executive bythe Company pursuant to this Section 3.4.

 

Notwithstandingany other provision of this Agreement to the contrary, if the aggregate of thepayments provided for in this Agreement and the other payments and benefitswhich the

 

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Executivehas the right to receive from the Company (the “Total Payments”) wouldconstitute a  “parachutepayment,” as defined in Section 28OG(b)(2) of the Internal Revenue Code, asamended (the “Code”), the Executive shall receive the Total Payments unless the(a) after-tax amount that would be retained by the Executive (after taking intoaccount all federal, state and local income taxes payable by the Executive andthe amount of any excise taxes payable by the Executive pursuant to Section4999 of the Code (the “Excise Taxes”)) if the Executive were to receive theTotal Payments has a lesser aggregate value than (b) the after-tax amount thatwould be retained by the Executive (after taking into account all federal,state and local income taxes and Excise Taxes payable by the Executive) if the Executivewere to receive the maximum amount of the Total Payments that the Executivecould receive without being subject to the Excise Tax (the “Reduced Payments”),in which case the Executive shall be entitled only to the Reduced Payments. Ifthe Executive is to receive the Reduced Payments, the Executive shall beentitled to determine which of the Total Payments, and the relative portions ofeach, are to be reduced.

 

3.5           Vesting in Executive Benefits.  In the event the Executive’semployment is terminated under this Agreement prior to the expiration of theTerm pursuant to Section 3.2.1(b), Section 3.2.2(a), or Section 3.2.3, allbenefits and entitlements of Executive under any plan established forexecutives of the Company shall fully vest at the end of the Severance Period,unless otherwise prohibited by law.

 

**4.  Compensation.** The Executive shall receive the followingsalary and benefits:

 

4.1           Base Salary. During the Term,the Executive shall be compensated at an annual rate equal to the Base Salaryset forth in Annex A. The Base Salary and performance shall be reviewed by theChief Executive Officer annually, and the Executive shall be entitled toreceive annually an increase in such amount, if any, as may be determined bythe Chief Executive Officer. Such salary shall be payable in accordance withthe Company’s normal payroll practices.

 

4.2           Incentive Compensation.

 

(a)           TheExecutive shall be eligible for an annual incentive bonus determined inaccordance with the provisions of Annex A attached hereto (the “IncentiveCompensation”).

 

(b)           TheExecutive shall be entitled to participate in such stock option programs as aremade available to senior management of the Company from time to time. Anyoptions granted will comply in all respects with the terms of the NetBank, Inc.Stock Option Plan.

 

4.3           Benefits.

 

(a)           Inaddition to the Base Salary and Incentive Compensation, the Executive shall beentitled to such other benefits as may be available from time to time foremployees of the Company.  All suchbenefits shall be awarded and administered in accordance with the Company’sstandard policies and practices. Such benefits may

 

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include,by way of example only, profit sharing plans, retirement or investment funds,dental, health, life and disability insurance benefits, and such other benefitsas the Company deems appropriate.

 

(b)           TheCompany specifically agrees to reimburse the Executive for reasonable businessexpenses incurred by him in performance of his duties hereunder, as approvedfrom time to time by the Chief Executive Officer; provided that the Executiveshall, as a condition of reimbursement, submit verification of the nature andamount of such expenses in accordance with reimbursement policies from time totime adopted by the Company and in sufficient detail to comply with InternalRevenue Service regulations.

 

(c)           Ona non-cumulative basis the Executive shall be entitled to four weeks ofvacation each year, during which his compensation shall be paid in full, andwhich shall be taken as approved in advance by the Company, taking into accountthe requirements of the Company.

 

4.4           Withholding. The Company maydeduct from each payment of compensation hereunder all amounts required to bededucted and withheld in accordance with applicable federal and state income,FICA and other withholding requirements.

 

**5.  ProprietaryInformation**.

 

5.1           Treatment of ProprietaryInformation.  As a managementofficial of the Company, the Executive has access to Proprietary Information.The Executive agrees to maintain the confidentiality of all ProprietaryInformation throughout the Term and after the termination of this Agreement.

 

5.2           Obligations of Executive.  During the period described in Section 5.1,the Executive will hold the Proprietary Information in trust and strictestconfidence, and will not use, reproduce, distribute, disclose or otherwisedisseminate the Proprietary Information except to the extent necessary toperform the duties assigned to him by the Company.

 

5.3           Delivery upon Termination.Upon termination of his employment with the Company, the Executive willpromptly deliver to the Company all property belonging to the Company,including, without limitation, all Proprietary Information then in hispossession or control.

 

**6. Non-Solicitation. **The Executiveagrees that during his employment by the Company and, in the event of histermination, other than pursuant to Sections 3.2.1(b) or 3.2.2(a), for a periodof twelve (12) months thereafter, he will not (except on behalf of or with theprior written consent of the Company) on his own behalf or in the service or onbehalf of others, do any of the following:

 

6.1          Customers.  Solicit, divert or appropriate, or****attempt to solicit, divert or appropriate,directly or by assisting others, any business from any of the Company’scustomers, including actively-sought prospective customers, with whom theExecutive has or had material

 

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contactduring the last two (2) years of his employment, for purposes of providingproducts or services that are competitive with those provided by the Company orits Affiliates.

 

6.2           Vendors. Solicit, divert or appropriate, or****attemptto solicit, divert or appropriate, directly or by assisting others, anyproducts any productsor services being provided to the Company from any of its vendors with whom theExecutive has or had material contact during the last two (2) years of hisemployment to the extent such solicitation, diversion or appropriation wouldinterfere with any such vendor’s ability to continue to provide the products orservices to the Company or its Affiliates in the same manner and to the sameextent as those provided to the Company or its Affiliates immediately prior tothe Executive’s actions.

 

6.2           Employees. Solicit, recruitor hire away, or attempt to solicit, recruit or hire away, directly or byassisting others, any employee of the Company or its Affiliates, whether or notsuch employee is a full-time employee or a temporary employee of the Company orits Affiliates, and whether or not such employment is pursuant to writtenagreement and whether or not such employment is for a determined period or isat will.

 

**7.  Non-Competition**.  The Executive agrees that during his employmentby the Company and, in the event of his termination, other than pursuant toSections 3.2.1(b) or 3.2.2(a), for a period of twelve (12) months thereafter,he will not (excepton behalf of or with the prior written consent of the Company), within theNon-Competition Area (as defined in Annex A), either directly or indirectly, onhis own behalf or in the service or on behalf of others, in any capacity whichinvolves duties and responsibilities similar to those undertaken for theCompany, engage in any business which is the same as or essentially the same asthe Business of the Company.

 

**8.  Remedies. **The Executive agrees thatthe covenants contained in Sections 5 through 7 of this Agreement are of theessence of this Agreement; that each of the covenants is reasonable andnecessary to protect the business, interests and properties of the Company; andthat irreparable loss and damage will be suffered by the Company should hebreach any of the covenants. Therefore, the Executive agrees and consents that,in addition to all the remedies provided by law or in equity, the Company shallbe entitled to a temporary restraining order and temporary and permanentinjunctions to prevent a breach or contemplated breach of any of the covenants.The Company and the Executive agree that all remedies available to the Companyor the Executive, as applicable, shall be cumulative.

 

**9.  Severability. **The parties agree that eachof the provisions included in this Agreement is separate, distinct, andseverable from the other provisions of this Agreement, and that the invalidityor unenforceability of any Agreement provision shall not affect the validity orenforceability of any other provision of this Agreement. Further, if anyprovision of this Agreement is ruled invalid or unenforceable by a court ofcompetent jurisdiction because of a conflict between the provision and anyapplicable law or public policy, the provision shall be redrawn to make theprovision consistent with and valid and enforceable under the law or public policy.

 

**10.  Notice. **All notices and othercommunications required or permitted under this Agreement shall be in writingand, if mailed by prepaid first-class mail****orcertified mail, return receipt requested, shall be deemed to have been receivedon the earlier of the date shown on the

 

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receiptor three (3) business days after the postmarked date thereof.  In addition, notices hereunder may bedelivered by hand, facsimile transmission or overnight courier, in which eventthe notice shall be deemed effective when delivered or transmitted.  All notices and other communications underthis Agreement shall be given to the parties hereto at the following addresses:

 

(i)

Ifto the Company, to it at:

NetBank,Inc.

RoyalCentre Three

Suite100

Alpharetta,Georgia 30022

Attn:  Chief Human Resources Executive

 

(ii)

Ifto the Executive, to****him at:

 

                                                      

                                                      

                                                      

 

**11.  Assignment. **Neither party hereto mayassign or delegate this Agreement or any of its rights and obligationshereunder without the written consent of the other party hereto.

 

**12.  Waiver. **A waiver by the Company ofany breach of this Agreement by the Executive shall not be effective unless inwriting, and no waiver shall operate or be construed as a waiver of the same oranother breach on a subsequent occasion.

 

**13.  Attorneys’ Fees.**   In the event of litigation between theparties concerning this Agreement, the party prevailing in such litigationshall be entitled to receive from the other party all reasonable costs andexpenses, including without limitation attorneys’ fees, incurred by theprevailing party in connection with such litigation, and the other party shallpay such costs and expenses to the prevailing party promptly upon demand by theprevailing party.

 

**14.  Applicable Law.**  This Agreement shall be construed andenforced under and in accordance with Federal law, where applicable, and thenwith the laws of the State of Georgia.

 

**15.  Entire Agreement;No Additional Benefit. **This Agreementembodies the entire and final****agreementof the parties on the subject matter stated in the Agreement.  No amendment or modification of thisAgreement shall be valid or binding upon the Company or the Executive unlessmade in writing and signed by both parties. All prior understandings andagreements relating to the subject matter of this Agreement are hereby expresslyterminated.   The Executive and theCompany acknowledge that, as of the date on which the Term commences, thisAgreement supersedes any employment agreement between the Executive andResource 

 

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BancsharesMortgage Group, Inc. and/or any Affiliate thereof (collectively, “RBMG”) andany other agreement between them concerning the subject matter hereof,including any change in control agreement between the Executive and RBMG.  The Executive and the Company alsoacknowledge that even though the Executive may be paid from the payroll of adirect or indirect subsidiary of the Company, the Executive is entitled to noadditional employment benefits than those from the Company as set forth herein.

 

**16.  Rights of ThirdParties. **Nothing hereinexpressed is intended to or shall be construed to confer upon or give to anyperson, firm or other entity, other than the parties hereto and their permittedassigns, any rights or remedies under or by reason of this Agreement.

 

**17.  Survival.**The obligationsof the Executive pursuant to Sections 5, 6 and 7 shall survive the terminationof the employment of the Executive hereunder.

 

**IN WITNESS WHEREOF,**the Company and theExecutive have executed and delivered this Agreement as of the date first****shown above.

 
|   | THE  COMPANY:                        |
|--------|--------------------------------------|
|   |                                 |
|   | NETBANK,  INC.                       |
|   |                                 |
|   | By:                                  | /s/ Douglas K. Freeman |
|   | Name:  Douglas K. Freeman            |
|   | Title:  Chief Executive Officer |
|   |                                 |
|   |                                 |
|   | THE  EXECUTIVE:                      |
|   |                                 |
|   | /s/ Charles E. Mapson                |
|   | Charles E. Mapson                    |

 

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# AnnexA

 

| Position:                     |   | Chief  Legal Executive                                                                                                                                                                                                                                                                            |
|-------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |   |                                                                                                                                                                                                                                                                                              |
| Duties  and Responsibilities: |   | Report  directly to the Chief Executive Officer of the Company; Responsibility for  all legal, compliance, corporate governance and regulatory relations  activities of the Company and its subsidiaries, and ensure that such  activities are consistent with the strategic plan of the Company. |
|                          |   |                                                                                                                                                                                                                                                                                              |
| Base  Salary:                 |   | $150,000.00                                                                                                                                                                                                                                                                                       |
|                          |   |                                                                                                                                                                                                                                                                                              |
| Incentive  Compensation:      |   | Potential  of $112,500.00                                                                                                                                                                                                                                                                         |
|                          |   |                                                                                                                                                                                                                                                                                              |
| Business  Location:           |   | Other  than for periods spent traveling in connection with the performance of the  Executive’s duties hereunder, the Executive shall be based in Jacksonville,  Florida.                                                                                                                     |
|                          |   |                                                                                                                                                                                                                                                                                              |
| Non-Competition  Area:        |   | Within  a radius of one  hundred (100) miles from the location of the Business Location.                                                                                                                                                                                                          |

 

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Annex B

 

“Changein Control” means any one of the following events:

 

(1)           the acquisition by any individual,entity or “group”, within the meaning of Section 13(d) (3) or Section 14(d) (2)of the Securities Exchange Act of 1934, as amended, (a “Person”) of beneficialownership (within the meaning of Rule 13d-3 promulgated under the SecuritiesExchange Act of 1934) of voting securities of the Company where suchacquisition causes any such Person to own twenty-five percent (25%) or more ofthe combined voting power of the then outstanding voting securities thenentitled to vote generally in the election of directors (the “OutstandingVoting Securities”); provided, however, that for purposes of this paragraph (1)of this definition, the following shall not be deemed to result in a Change inControl, (i) any acquisition directly from the Company, unless such a Personsubsequently acquires additional shares of Outstanding Voting Securities otherthan from the Company, in which case any such subsequent acquisition shall bedeemed to be a Change in Control; (ii) any acquisition by any employee benefitplan (or related trust) sponsored or maintained by the Company or anycorporation controlled by the Company; or (iii) any acquisition by merger,consolidation, share exchange, combination, reorganization, sale or transfer orlike transaction that is NOT otherwise described in paragraph (2) or (4) belowas long as no Person (other than an employee benefit plan or related trustsponsored or maintained by the Company, any corporation controlled by theCompany or any company resulting from such business combination) obtainsbeneficial ownership of twenty-five percent (25%) or more of the thenOutstanding Voting Securities;

 

(2)           a merger, consolidation, shareexchange, combination, reorganization or like transaction involving the Companyin which the stockholders of the Company immediately prior to such transactiondo not own at least fifty percent (50%) of the value or voting power of theissued and outstanding capital stock of the Company or its successorimmediately after such transaction;

 

(3)           the sale or transfer (other than assecurity for the Company’s obligations) of more than fifty percent (50%) of theassets of the Company in any one transaction, a series of related transactionsor a series of transactions occurring within a one (1) year period in which theCompany, any corporation controlled by the Company or the stockholders of theCompany immediately prior to the transaction do not own at least fifty percent(50%) of the value or voting power of the issued and outstanding equitysecurities of the acquiror immediately after the transaction;

 

(4)           the sale or transfer of more thanfifty percent (50%) of the value or voting power of the issued and outstandingcapital stock of the Company by the holders thereof in any one transaction, aseries of related transactions or a series of transactions occurring within aone (1) year period in which the Company, any corporation controlled by theCompany or the stockholders of the Company immediately prior to the transactiondo not own at least fifty percent (50%) of the value or voting power of theissued and outstanding equity securities of the acquiror immediately after thetransaction; or

 

(5)           the dissolution or liquidation of theCompany.

 

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