[Form of Mid-term Incentive Plan Award Agreement foremployees other than reporting persons] NetBank, Inc. Mid-Term Incentive Plan AwardAgreement

Award Payout

Performance

At threshold

At Target

At Maximum

Performance Targets

measure

performance

Performance

 Performance

Threshold

Target

Maximum

NetBank EPS

$

$

$

$

$

$

Financial intermediary EPS

$

$

$

$

$

$

Retail banking EPS

$

$

$

$

$

$

Processing EPS

$

$

$

$

$

$

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.

Grantee’s signature:

Date:

Signature of NetBank, Inc. Representative:

Title of NetBank, Inc. Representative:

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