CORPORATION,
LIMITED LIABILITY COMPANY OR LIMITED LIABILITY PARTNERSHIP THAT BECOMES THE
OWNER OF SUBSTANTIALLY ALL THE ASSETS OF NETBANK.
"PARTICIPANT" SHALL MEAN AN EMPLOYEE WHO HOLDS AN AWARD FOR A SPECIFIED
PERFORMANCE PERIOD.
"PERFORMANCE PERIOD" SHALL MEAN THE PERIOD OF TIME, AS DETERMINED BY THE
COMMITTEE, OVER WHICH NETBANK NET INCOME BEFORE TAX AND/OR BUSINESS SEGMENT NET
INCOME BEFORE TAX IS MEASURED RELATIVE TO TARGET PERFORMANCE FOR PURPOSES OF
CALCULATING A PAYOUT FROM THE PLAN.
"PLAN" SHALL MEAN THIS NETBANK, INC. AMENDED AND RESTATED MID-TERM INCENTIVE
PLAN, A PROGRAM ESTABLISHED BY THE COMMITTEE PURSUANT TO SECTION 3.1 OF THE
STOCK INCENTIVE PLAN.
"QUALIFYING TERMINATION" SHALL MEAN THE OCCURRENCE OF EITHER OF THE FOLLOWING
EVENTS:
NETBANK UNILATERALLY TERMINATES THE PARTICIPANT'S EMPLOYMENT WITH NETBANK FOR
ANY REASON EXCLUDING CAUSE; OR,
THE PARTICIPANT SEPARATES FROM EMPLOYMENT WITH NETBANK WITHIN 30 DAYS OF A
CONSTRUCTIVE TERMINATION THAT OCCURS DURING A CHANGE IN CONTROL WINDOW PERIOD.
"SETTLEMENT DATE" SHALL MEAN, AS APPLICABLE, THE LAST DAY OF A PERFORMANCE
PERIOD; THE DATE OF AN EVENT CONTEMPLATED UNDER SECTIONS 6.3 AND 6.4; OR THE
EFFECTIVE DATE OF A CORPORATE TRANSACTION CONTEMPLATED UNDER ARTICLE 8.
"SHARE" SHALL MEAN ONE COMMON SHARE OF NETBANK CAPITAL STOCK.
"STOCK INCENTIVE PLAN" SHALL MEAN THE NETBANK, INC. 1996 STOCK INCENTIVE PLAN,
AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
"TARGET INCENTIVE" SHALL MEAN A TARGET PAYMENT, EXPRESSED AS A DOLLAR VALUE, OF
AN AWARD TO A PARTICIPANT, PAYABLE IN SHARES.
"TARGET PERFORMANCE" SHALL MEAN THE TARGETED NETBANK NET INCOME BEFORE TAX
AND/OR BUSINESS SEGMENT NET INCOME BEFORE TAX AS ESTABLISHED BY THE COMMITTEE AT
THE BEGINNING OF THE PERFORMANCE PERIOD AND SET FORTH IN EACH AGREEMENT.
"TOTAL DISABILITY" IS DEFINED IN SECTION 6.3(C).
"VESTED OR VESTING" REFERS TO A PARTICIPANT'S RIGHT TO RETAIN SHARES DELIVERED
IN PAYMENT OF AN AWARD, AS CONTEMPLATED BY ARTICLE 6 OF THE PLAN.
ARTICLE 3.
ADMINISTRATION.
The Committee shall administer the Plan in accordance with the administrative
provisions of the Stock Incentive Plan.
ARTICLE 4.
DESCRIPTION OF PLAN.
AT THE END OF A PERFORMANCE PERIOD (OR ANY EARLIER DATE CONTEMPLATED BY
SECTION 6.3 OR 6.4 OR ARTICLE 8), EACH PARTICIPANT WILL RECEIVE A NUMBER OF
SHARES HAVING A FAIR MARKET VALUE, AS DETERMINED AS OF THE SETTLEMENT DATE,
EQUAL TO A PERCENTAGE OF THE TARGET INCENTIVE, AS DETERMINED UNDER ARTICLE 6. A
PARTICIPANT WILL BE ENTITLED TO RETAIN
ANY SHARES RECEIVED ONLY TO THE EXTENT HE OR SHE IS VESTED IN SUCH SHARES AND
ONLY UPON MEETING ANY OTHER CONDITIONS DESCRIBED IN ARTICLE 6.
ARTICLE 5.
GRANT OF AWARDS.
5.1
ELIGIBILITY. THE COMMITTEE SHALL APPROVE THE
EMPLOYEES WHO ARE TO RECEIVE AWARDS UNDER THE PLAN, THE TARGET INCENTIVE, THE
TARGET PERFORMANCE, THE PERFORMANCE PERIOD, AND ALL OTHER MATTERS RELATING TO
SUCH AWARDS. ALL SUCH TERMS SHALL BE ESTABLISHED NO LATER THAN NINETY (90) DAYS
FOLLOWING THE COMMENCEMENT OF THE APPLICABLE PERFORMANCE PERIOD. NOTWITHSTANDING
THE FOREGOING, THE COMMITTEE MAY ADJUST TARGET PERFORMANCE FOR A PERFORMANCE
PERIOD AT ANY TIME DURING A PERFORMANCE PERIOD IF THE