PERIOD DIVIDED BY THE AVERAGE NUMBER OF NETBANK
COMMON SHARES OUTSTANDING OVER THE PERFORMANCE PERIOD.
2.15
"NETBANK" SHALL MEAN NETBANK, INC., A GEORGIA
CORPORATION, AND ANY SUCCESSOR ENTITY, INCLUDING, WHERE THE CONTEXT REQUIRES,
ANY SUBSIDIARY OR OTHER COMPANY IN A CHAIN OF CORPORATIONS CONNECTED THROUGH
STOCK OWNERSHIP WITH NETBANK, INC.
THE TERM "NETBANK" SHALL ALSO MEAN, WHERE
THE CONTEXT REQUIRES, ANY CORPORATION, LIMITED LIABILITY COMPANY OR LIMITED
LIABILITY PARTNERSHIP THAT BECOMES THE OWNER OF SUBSTANTIALLY ALL THE ASSETS OF
NETBANK.
2.16
"PARTICIPANT" SHALL MEAN AN EMPLOYEE WHO HOLDS AN
AWARD FOR A SPECIFIED PERFORMANCE PERIOD.
2.17
"PERFORMANCE PERIOD" SHALL MEAN THE PERIOD OF
TIME OVER WHICH NETBANK PERFORMANCE IS MEASURED RELATIVE TO TARGET PERFORMANCE
FOR PURPOSES OF CALCULATING A PAYOUT FROM THE PLAN AND BEGINNING ON THE
APPLICABLE DATE OF AWARD.
2.18
"PLAN" SHALL MEAN THIS NETBANK, INC. MID-TERM
INCENTIVE PLAN, A PROGRAM ESTABLISHED BY THE COMMITTEE PURSUANT TO SECTION 3.1
OF THE STOCK INCENTIVE PLAN.
2.19
"QUALIFYING TERMINATION" SHALL MEAN THE
OCCURRENCE OF EITHER OF THE FOLLOWING EVENTS:
(A)
NETBANK TERMINATES THE PARTICIPANT'S
EMPLOYMENT WITH NETBANK FOR ANY REASON EXCLUDING CAUSE; OR,
2
(B)
THE PARTICIPANT SEPARATES FROM EMPLOYMENT
WITH NETBANK WITHIN 30 DAYS OF A CONSTRUCTIVE TERMINATION THAT OCCURS DURING A
CHANGE IN CONTROL WINDOW PERIOD.
2.20
"SHARE" SHALL MEAN ONE COMMON SHARE OF NETBANK
CAPITAL STOCK.
2.21
"STOCK INCENTIVE PLAN" SHALL MEAN THE
NETBANK, INC. 1996 STOCK INCENTIVE PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO
TIME.
2.22
"TARGET INCENTIVE" SHALL MEAN A TARGET PAYMENT,
EXPRESSED AS A DOLLAR VALUE, OF AN AWARD TO A PARTICIPANT, PAYABLE IN SHARES.
2.23
"TARGET PERFORMANCE" SHALL MEAN THE TARGETED
NETBANK EARNINGS PER SHARE AND/OR BUSINESS SEGMENT EARNINGS PER SHARE AS
ESTABLISHED BY THE COMMITTEE AT THE BEGINNING OF THE PERFORMANCE PERIOD AND SET
FORTH IN EACH AGREEMENT.
2.24
"TOTAL DISABILITY" IS DEFINED IN SECTION 6.3(C).
2.25
"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, EACH PARTICIPANT WILL RECEIVE A NUMBER OF
SHARES HAVING A FAIR MARKET VALUE, AS DETERMINED AS OF THE LAST DAY OF THE
PERFORMANCE PERIOD, 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 IS 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.
5.2
AGREEMENT. EACH AWARD SHALL BE