**Exhibit 10.2**

**EMPLOYMENTAGREEMENT**

 

THIS AGREEMENT is made as of the 1st day of April, 2002, betweenNetBank, Inc. (the “Company”), a Georgia corporation, and **Laura P. Moon**  (the “Executive”), a resident of the State of **Georgia**, to be effective as of thedate described in Section 1.10 hereof.

 

RECITALS:

 

TheCompany desires to employ the Executive and the Executive desires to acceptsuch employment.

 

In consideration of theabove premises and the mutual agreements hereinafter set forth, the partieshereby agree as follows:

 

**1.**     **Definitions.**Whenever used in this Agreement, the following terms and theirvariant forms shall have the meaning 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 Monthly Compensation”shall mean the quotient determined by dividing (A) the sum of (i) theExecutive’s Base Salary and (ii) Executive’s maximum Incentive Compensation (asdefined in Section 4.2(a)) for the year of termination by (B) twelve (12).

 

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

 

1.5           “Business of the Company” shall mean the businessconducted by the Company and its Affiliates, which is currently banking,residential mortgage lending, commercial lending and leasing and provision ofother financial services.

 

1.6           “Cause” shall mean:

 

1.6.1        With respect to****termination by the Company,

 

(a) a material breach of the terms of thisAgreement by the Executive (including, without limitation, failure by theExecutive to perform his duties and responsibilities in the manner and to theextent required under this Agreement, or a breach of any representation orwarranty of the Executive set forth herein); which breach remains uncured afterthe expiration of thirty (30) days following the delivery of written notice ofsuch breach to the Executive by the Company; or

 

(b)conduct by the Executive that amounts to personal dishonesty, willfulmisconduct, breach of fiduciary duty involving personal profit, intentionalfailure

 

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to perform stated duties,willful violation of any law, rule or regulation (other than traffic violationsor similar offenses), or willful violation of any final cease and desist orderapplicable to the Executive.

 

1.6.2        With respect totermination by the Executive,

 

(a)  a material breach of theterms of this Agreement by the Company that remains uncured after theexpiration of thirty (30) days following the delivery of written notice of suchbreach to the Company by the Executive; or

 

(b)  any requirement by the Companythat the Executive’s services be rendered primarily at a location or locationsother than the Business Location set forth in Annex A.

 

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           “Proprietary Information” shall mean:

 

(a)           Informationrelated to the Company or any Affiliate,

 

(i)which derives economic value, actual or potential, from not being generallyknown to or readily ascertainable by other persons who can obtain economicvalue from its disclosure or use; and

 

(ii) which is the subject of efforts that are reasonable under thecircumstances to****maintain itssecrecy; and                -

 

(b) All tangible reproductions or embodiments of such information.

 

Assumingthe criteria in (a)(i) and (a)(ii) above are satisfied, Proprietary Informationincludes, but is not limited to, technical and non-technical data related tothe compilations, programs, methods, techniques, finances, actual or potentialcustomers and suppliers, existing and future products, and employees of theCompany or its Affiliates.  ProprietaryInformation also includes information which has been disclosed to the Companyor its Affiliates by a third party and which the Company or any Affiliate isobligated to treat as confidential.

 

1.10         “Term” means the period commencing on the datehereof and ending on the first anniversary of such date.

 

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**2.  Duties**.

 

2.1           The Executive is employed in theposition set forth in Annex A and, subject to the direction of the Company,shall perform and discharge well and faithfully the duties which may be assignedto him from time to time by the Company in connection with the conduct of itsbusiness.  The Executive may be assignedduties that may be primarily concentrated in one or more direct or indirectsubsidiaries of the Company.

 

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 Company; and (c) timely prepare all reports and accounting as may berequested 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.

 

**3.  Term and Termination**.

 

3.1           Term. ThisAgreement shall remain in effect for the Term. However, notwithstanding the provisions of Section 1.10, this Agreementshall terminate upon the death or Permanent Disability of Executive.

 

3.2           Termination. During the Term, the employment of the Executive under this Agreementmay****be terminated only as follows:

 

3.2.1By 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 theExecutive thirty (30) days prior written notice of its intent to terminate.

 

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3.2.2 By the Executive:

 

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

 

(b) Without Cause, provided that the Executive shall give the Companythirty (30) days prior written notice of his intent to terminate.

 

3.2.3        By the Executive following a Change in Control of the Company,provided that the Executive shall give written notice to the Company of his****intention to terminate this Agreement andterminates employment prior to the expiration of the Term.

 

3.2.4        Atany time upon mutual, written agreement of the parties.

 

3.3           Effect of Termination. The effect of termination ofthe employment of the****Executivepursuant to Section 3.2 shall be as set forth in this Section 3.3.

 

3.3.1       In the event of termination by theCompany:

 

(a)  For Cause, pursuant to Section 3.2.1(a), theCompany shall have no further obligation to the Executive, except for thepayment of any amounts due and owing under Section 4 on the effective date oftermination.

 

(b) Without Cause, pursuant to Section 3.2.1(b), the Company shall berequired to meet its obligations to the Executive under Section 3.4 below.

 

3.3.2       In the event of termination by theExecutive:

 

(a)  For Cause, pursuant toSection 3.2.2(a), the Company shall be required to meet its obligations to theExecutive under Section 3.4 below.

 

(b) Without Cause, pursuant to****Section3.2.2(b), the Company shall have****nofurther obligation to the Executive, except for the payment of any amounts due and owing under Section 4on the effective date of termination.

 

3.3.3        In the event oftermination by the Executive in connection with a Change in Control pursuant toSection 3.2.3, the Company shall be required to meet its obligations to theExecutive under Section 3.4 below.

 

3.3.4       In the event of termination uponmutual agreement of the parties pursuant to Section 3.2.4, the Company shallhave no further obligation to the Executive except for the payment of anyamounts due and owing under Section 4.1 on the effective date of terminationunless otherwise set forth in the written agreement.

 

3.3.5  Notwithstanding anything in this Section 3.3to the contrary, following any termination of the Executive’s employment, theExecutive shall be entitled to receive

 

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benefits pursuant to theemployee benefit plans in which the Executive participated during hisemployment with the 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) twelve (12), which amount shall in lieuof any other severance benefits that the Executive might otherwise have beenentitled to under any other plan, practice, arrangement or agreement of theCompany.  In addition, for a period oftwelve months following the effective date of the termination (the “SeverancePeriod”), the Company shall continue to provide to the Executive, to the extentpracticable, the benefits described in Section 4.3; provided, however, that inlieu of providing health benefits, the Company shall pay the Executive anamount equal to the difference between (x) the cost of COBRA health continuationcoverage that would be charged by the Company to a former employee and eligibledependents for the greater of the Severance Period or the period during whichthe Executive and his eligible dependents are entitled to COBRA healthcontinuation coverage from the Company and (y) the amount for which theExecutive would have been responsible to pay under the health benefit plans ineffect 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 may 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.

 

In the eventthat by the first business day following the first anniversary of the date ofthis Agreement (the “Optional Date”) either the Term is not extended or thisAgreement is not replaced, the Executive shall have the right, but only on suchOptional Date, to terminate his or her employment with the Company by writtennotice to the Company’s Chief Human Resources Executive.  If the Executive so terminates in accordancewith this paragraph, the Company shall pay to the Executive as severance pay anamount equal to the product of the (a) Average Monthly Compensation multipliedby (b) six (6), which amount shall be in lieu of any other severance benefits that the Executive mightotherwise have been entitled to under any other plan, practice, arrangement oragreement of the Company.

 

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 Executive has the right to receive from the Company (the “Total Payments”)would constitute a  “parachute payment,” as defined inSection 28OG(b)(2) of the Internal Revenue Code, as amended (the “Code”), theExecutive shall receive the Total Payments unless the (a) after-tax amount thatwould be retained by the Executive (after taking into account all federal,state and local income taxes payable by the Executive and the amount of anyexcise taxes payable by the Executive pursuant to Section 4999 of the Code (the“Excise Taxes”)) if the Executive were to receive the Total Payments has alesser aggregate value than (b) the after-tax amount that

 

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would beretained by the Executive (after taking into account all federal, state andlocal 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.

 

**4.  Compensation.** TheExecutive shall receive the following salary 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 BaseSalary and performance shall be reviewed by the Chief Executive Officerannually, and the Executive shall be entitled to receive annually an increasein such amount, if any, as may be determined by the Chief Executive Officer.Such salary shall be payable in accordance with the Company’s normal payrollpractices.

 

4.2           Incentive Compensation.

 

(a)           The Executive shall be eligible foran annual incentive bonus determined in accordance with the provisions of AnnexA attached hereto (the “Incentive Compensation”).

 

(b)           The Executive shallbe entitled to participate in such stock option programs as are made availableto senior management of the Company from time to time. Any options granted willcomply in all respects with the terms of the NetBank, Inc. Stock Option Plan.

 

4.3           Benefits.

 

(a)           In addition to the Base Salary andIncentive Compensation, the Executive shall be entitled to such other benefitsas may be available from time to time for employees of the Company.  All such benefits shall be awarded andadministered in accordance with the Company’s standard policies and practices.Such benefits may include, by way of example only, profit sharing plans,retirement or investment funds, dental, health, life and disability insurancebenefits, and such other benefits as the Company deems appropriate.

 

(b)           The Companyspecifically agrees to reimburse the Executive for reasonable business expensesincurred by him in performance of his duties hereunder, as approved from timeto time in accordance with the Company’s policy; 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)           On a non-cumulative basis theExecutive shall be entitled to four weeks of vacation each year, during whichhis compensation shall be paid in full, and which

 

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shall be taken as approvedin advance by the Company, taking into account the 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.  Proprietary Information**.

 

5.1           Treatment ofProprietary Information.  As amanagement official of the Company, the Executive has access to ProprietaryInformation. The Executive agrees to maintain the confidentiality of allProprietary Information throughout the Term and after the termination of thisAgreement.

 

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 uponTermination. Upon termination of his employment with the Company, theExecutive will promptly deliver to the Company all property belonging to theCompany, including, without limitation, all Proprietary Information then in hispossession or control.

 

**6. Non-Solicitation. **TheExecutive agrees that during his employment by the Company and, in the event ofhis termination, other than pursuant to Sections 3.2.1(b) or 3.2.2(a), for aperiod of twelve (12) months thereafter, he will not (except on behalf of orwith the prior written consent of the Company) on his own behalf or in theservice or on behalf 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 contact during the last two (2) years of hisemployment, for purposes of providing products or services that are competitivewith those provided by the Company or its Affiliates.

 

6.2           Vendors.  Solicit, divert or appropriate, or****attempt to solicit, divert or appropriate,directly or by assisting others, any products any products or servicesbeing provided to the Company from any of its vendors with whom the Executivehas or had material contact during the last two (2) years of his employment tothe extent such solicitation, diversion or appropriation would interfere withany such vendor’s ability to continue to provide the products or services tothe Company or its Affiliates in the same manner and to the same extent asthose provided to the Company or its Affiliates immediately prior to theExecutive’s actions.

 

6.2           Employees.  Solicit, recruit or hire away, orattempt to solicit, recruit or hire away, directly or by assisting others, anyemployee of the Company or its Affiliates, whether or

 

 

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not such employee is a full-time employee or a temporary employee ofthe Company or its Affiliates, and whether or not such employment is pursuantto written agreement and whether or not such employment is for a determinedperiod or is at will.

 

**7. Non-Competition**.  The Executive agrees that during his employment by the Companyand, in the event of his termination, other than pursuant to Sections 3.2.1(b)or 3.2.2(a), for a period of twelve (12) months thereafter, he will not (except on behalf of or with the priorwritten consent of the Company), within the Non-Competition Area (as defined inAnnex A), either directly or indirectly, on his own behalf or in the service oron behalf of others, in any capacity which involves duties and responsibilitiessimilar to those undertaken for the Company, engage in any business which isthe same as or essentially the same as the Business of the Company.

 

**8. Remedies. **TheExecutive agrees that the covenants contained in Sections 5 through 7 of thisAgreement are of the essence of this Agreement; that each of the covenants isreasonable and necessary to protect the business, interests and properties ofthe Company; and that irreparable loss and damage will be suffered by theCompany should he breach any of the covenants. Therefore, the Executive agreesand consents that, in addition to all the remedies provided by law or inequity, the Company shall be entitled to a temporary restraining order andtemporary and permanent injunctions to prevent a breach or contemplated breachof any of the covenants. The Company and the Executive agree that all remediesavailable to the Company or the Executive, as applicable, shall be cumulative.

 

**9. Severability. **Theparties agree that each of the provisions included in this Agreement isseparate, distinct, and severable from the other provisions of this Agreement,and that the invalidity or unenforceability of any Agreement provision shall notaffect the validity or enforceability of any other provision of this Agreement.Further, if any provision of this Agreement is ruled invalid or unenforceableby a court of competent jurisdiction because of a conflict between theprovision and any applicable law or public policy, the provision shall beredrawn to make the provision consistent with and valid and enforceable underthe law or public policy.

 

**10.   Notice.   **Allnotices and other communications required or permitted under this Agreement shallbe in writing and, if mailed by prepaid first-class mail****or certified mail, return receiptrequested, shall be deemed to have been received on the earlier of the dateshown on the receipt or three (3) business days after the postmarked datethereof.  In addition, notices hereundermay be delivered by hand, facsimile transmission or overnight courier, in whichevent the 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:

 

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|   | (i)                                          |   |
|--------|----------------------------------------------|--------|
|   | If to the Company, to it at:                 |   |
|   | NetBank, Inc.                                |   |
|   | Royal Centre Three                           |   |
|   | Suite 100                                    |   |
|   | Alpharetta, Georgia 30022                    |   |
|   | Attn:   Chief Human Resources Executive |   |
|   |                                         |   |
|   | (ii)                                         |   |
|   | If to the Executive, to****him or her at:    |   |
|   |                                         |   |
|   | Laura P. Moon                                |   |
|   | [home address]                               |   |
|   |                                         |   |
|   |                                         |   |
|        |                                              |        |  |

 

** **

**11.  Assignment. **Neither partyhereto may assign or delegate this Agreement or any of its rights andobligations hereunder without the written consent of the other party hereto.

 

**12. Waiver. **Awaiver by the Company of any breach of this Agreement by the Executive shallnot be effective unless in writing, and no waiver shall operate or be construedas a waiver of the same or another breach on a subsequent occasion.

 

**13. Attorneys’ Fees.**   In the event of litigation between the parties concerning thisAgreement, the party prevailing in such litigation shall be entitled to receivefrom the other party all reasonable costs and expenses, including withoutlimitation attorneys’ fees, incurred by the prevailing party in connection withsuch litigation, and the other party shall pay such costs and expenses to theprevailing party promptly upon demand by the prevailing 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 AdditionalBenefit. **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 herebyexpressly terminated.   The Executiveand the Company acknowledge that, as of the date on which the Term commences,this Agreement supersedes any employment agreement, Non-Disclosure, Non-Solicitationand Non-Competition Agreement for Employees between the Executive and theCompany and/or any Affiliate thereof and any other agreement between themconcerning the subject matter hereof, including any change in control agreementbetween the Executive and the Company and/or any Affiliate.  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.

 

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**16. Rights of Third Parties. **Nothingherein expressed is intended to or shall be construed to confer upon or give toany person, firm or other entity, other than the parties hereto and theirpermitted assigns, any rights or remedies under or by reason of this Agreement.

 

**17.  Survival.**Theobligations of the Executive pursuant to Sections 5, 6 and 7 shall survive thetermination of the employment of the Executive hereunder.

 

**IN WITNESS WHEREOF,**theCompany and the Executive have executed and delivered this Agreement as of thedate first****shown above.

 
|   | THE COMPANY:       |
|--------|--------------------|
|   |               |   |
|   | NETBANK, INC.      |
|   |               |   |
|   | By:                | /s/ Douglas K. Freeman |
|   | Name:              | Douglas K.  Freeman |
|   | Title:             | Chief  Executive Officer |
|   |               |   |
|   | THE  EXECUTIVE:    |
|   | /s/ Laura P.  Moon |   |
|   | Laura  P. Moon     |
|        |                    |  |  |

 

 

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Annex A

 
| Position:                |   | EVP and  Chief Accounting Officer                                                                                                                                                    |
|--------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                                                                                                 |
| Base Salary:             |   | $132,508.37                                                                                                                                                                          |
|                     |   |                                                                                                                                                                                 |
| Incentive  Compensation: |   | Potential of  20% of Base Salary                                                                                                                                                     |
|                     |   |                                                                                                                                                                                 |
| 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 the Alpharetta,  Georgia area. |
|                     |   |                                                                                                                                                                                 |
| Non-Competition  Area:   |   | The counties  of Fulton, DeKalb, Cobb, Gwinett, Cherokee, Henry, Clayton, Douglass,  Fayette, Coweta, Rockdale, Newton, Barrow and Forsyth                                           |

 

 

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Annex B

 

“Change in Control” means anyone of the following events:

 

                (1)           theacquisition by any individual, entity or “group”, within the meaning of Section13(d) (3) or Section 14(d) (2) of the Securities Exchange Act of 1934, asamended, (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Securities Exchange Act of 1934) of voting securities ofthe Company where such acquisition causes any such Person to own twenty-fivepercent (25%) or more of the combined voting power of the then outstandingvoting securities then entitled to vote generally in the election of directors(the “Outstanding Voting Securities”); provided, however, that for purposes ofthis paragraph (1) of this definition, the following shall not be deemed toresult in a Change in Control, (i) any acquisition directly from the Company,unless such a Person subsequently acquires additional shares of OutstandingVoting Securities other than from the Company, in which case any suchsubsequent acquisition shall be deemed to be a Change in Control; (ii) anyacquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company; or(iii) any acquisition by merger, consolidation, share exchange, combination,reorganization, sale or transfer or like transaction that is NOT otherwisedescribed in paragraph (2) or (4) below as long as no Person (other than anemployee benefit plan or related trust sponsored or maintained by the Company,any corporation controlled by the Company or any company resulting from suchbusiness combination) obtains beneficial ownership of twenty-five percent (25%)or more of the then Outstanding Voting Securities;

 

                (2)           amerger, consolidation, share exchange, combination, reorganization or liketransaction involving the Company in which the stockholders of the Companyimmediately prior to such transaction do not own at least fifty percent (50%)of the value or voting power of the issued and outstanding capital stock of theCompany or its successor immediately after such transaction;

 

                (3)           thesale or transfer (other than as security for the Company’s obligations) of morethan fifty percent (50%) of the assets of the Company 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;

 

                (4)           thesale or transfer of more than fifty percent (50%) of the value or voting powerof the issued and outstanding capital stock of the Company by the holdersthereof in any one transaction, a series of related transactions or a series oftransactions occurring within a one (1) year period in which the Company, anycorporation controlled by the Company or the stockholders of the Companyimmediately prior to the transaction do not own at least fifty percent (50%) ofthe value or voting power of the issued and outstanding equity securities ofthe acquiror immediately after the transaction; or

 

                (5)           thedissolution or liquidation of the Company.

 

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