Exhibit 10.2(f)
Form of Director
Non-qualified Stock Option Award Pursuant to 1996 Stock Incentive
Plan
NONQUALIFIED STOCK OPTION
AWARD
PURSUANT TO THE
NETBANK, INC.
1996 STOCK INCENTIVE
PLAN
THIS AWARD is made as of the Grant
Date by NETBANK, INC. (the “Company”) to (the
“Optionee”).
Upon and subject to the Terms and
Conditions attached hereto and incorporated herein by reference,
the Company hereby awards as of the Grant Date to Optionee a
nonqualified incentive stock option (the “Option”), as
described below, to purchase the Option Shares.
A.
Grant Date:
B.
Type of Option: Nonqualified
Stock Option, granted pursuant to the NetBank, Inc. 1996 Stock
Incentive Plan (the “Plan”).
C.
Option Shares: All or any
part of
shares
of the Company’s common stock, $.01 par value per share
(“Common Stock”), subject to adjustment as provided in
the attached Terms and Conditions.
D.
Exercise Price:
$ per
share of Common Stock, subject to adjustment as provided in the
attached Terms and Conditions.
E.
Option Period: The Option
may be exercised as to all or any portion of the Vested Option
Shares, but only during the Option Period, which commences on the
Grant Date and ends, generally, on the earliest of (a) the
tenth (10th) anniversary of the Grant Date; or (b) the later
of the date (i) ninety (90) days following the date the
Optionee ceases to be a director of the Company for any reason
other than death or Disability, or (ii) twelve months
following the date the Optionee ceases to be a director of the
Company due to death or Disability; provided that the Option
may be exercised as to no more than the Vested Option Shares,
determined pursuant to Section 3 of the attached Terms and
Conditions. Note that other limitations to exercising the
Option, as described in the attached Terms and Conditions,
may apply.
IN WITNESS WHEREOF, the Company has
executed and sealed this Award as of the Grant Date set forth
above.
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NETBANK, INC.
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By:
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Name: Douglas K.
Freeman
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Title:Chief Executive Officer
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Accepted:
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TERMS AND CONDITIONS TO
THE
NONQUALIFIED STOCK OPTION
AWARD
PURSUANT TO THE
NETBANK, INC.
1996 STOCK INCENTIVE
PLAN
1.
Exercise of Option
. Subject to the provisions provided
herein or in the Award made pursuant to the Plan:
(a)
the Option may be exercised
with respect to all or any portion of the Vested Option Shares at
any time during the Option Period by the delivery to the Company,
at its principal place of business, of a written notice of exercise
in substantially the form attached hereto as Exhibit 1,
which shall be actually delivered to the Company no earlier than
thirty (30) days and no later than ten (10) days prior to the
date upon which Optionee desires to exercise all or any portion of
the Option; and
(b)
payment to the Company of the
Exercise Price multiplied by the number of Option Shares
being purchased (the “Purchase Price”) as provided
in Section 2; and
(c)
payment of any tax withholding
liability pursuant to Section 4 below.
Upon acceptance of such notice and
receipt of payment in full of the Purchase Price and tax
withholding liability, the Company shall cause to be issued a
certificate representing the Vested Option Shares
purchased.
The Company may, from time to time,
establish other methods for exercise of Options, whether
electronically, through an agent or otherwise, as may be
communicated to the Optionee.
2.
Purchase Price
. Payment of the Purchase Price for
all Vested Option Shares purchased pursuant to the exercise of an
Option shall be made in cash or certified check or, alternatively,
as follows:
(a)
by delivery to the Company of a
number of shares of Common Stock which have been owned by the
Optionee for at least six (6) months prior to the date of the
Option’s exercise having a Fair Market Value, as determined
under the Plan, on the date of exercise either equal to the
Purchase Price or in combination with cash or a certified check to
equal the Purchase Price; or
(b)
by receipt of the Purchase Price in
cash from a broker, dealer or other “creditor” as
defined by Regulation T issued by the Board of Governors of
the Federal Reserve System following delivery by the Optionee to
the Committee of instructions in a form acceptable to the
Committee regarding delivery to such broker, dealer or other
creditor of that number of Option Shares with respect to which the
Option is exercised; or
(c)
any combination of the
foregoing.
3.
Vested Option Shares
. The Option Shares shall become
Vested Option Shares upon
.
4.
Withholding
. The Optionee must satisfy any
federal, state and local, if any, withholding taxes imposed by
reason of the exercise of the Option by paying to the Company the
full amount of the withholding obligation in cash or by certified
check. In lieu of paying the withholding obligation in cash or by
certified check, the Optionee may elect (i) to tender to
the Company the smallest number of whole shares of Common Stock
which have been owned by the Optionee for at least six
(6) months prior to the date of the Option’s exercise
having a Fair Market Value as of the date of the Option exercise,
as determined under the Plan, sufficient to satisfy the amount of
the withholding tax; or (ii) irrevocably and in writing, in
substantially the form attached hereto as Exhibit 2, to
have the
actual numbers of shares of Stock issuable upon
exercise reduced by the smallest number of whole shares of Stock
which, when multiplied by the Fair Market Value of the Common Stock
as of the date the Option is exercised, is sufficient to satisfy
the amount of the withholding tax (either election is referred to
below as a “Withholding Election”). The Optionee
may make a Withholding Election only if the following
conditions are met:
(a)
the Withholding Election is made on
or prior to the date on which the amount of tax required to be
withheld is determined (the “Tax Date”) by executing
and delivering to the Company a properly completed Withholding
Election; and
(b)
any Withholding Election made will
be irrevocable; however, the Committee may, in its sole discretion,
disapprove and give no effect to any Withholding
Election.
5.
Rights as Shareholder
. Until the stock certificates
reflecting the Option Shares accruing to the Optionee upon exercise
of the Option are issued to the Optionee, the Optionee shall have
no rights as a shareholder with respect to such Option Shares. The
Company shall make no adjustment for any dividends or distributions
or other rights on or with respect to Option Shares for which the
record date is prior to the issuance of that stock certificate,
except as the Plan or the attached Award otherwise
provides.
6.
Restriction on Transfer of Option
and of Option Shares .
The Option evidenced hereby is nontransferable other than by will
or the laws of descent and distribution and shall be exercisable
during the lifetime of the Optionee only by the Optionee (or in the
event of his disability, by his personal representative) and after
his death, only by his legatee or the executor of his
estate.
7.
Changes in
Capitalization .
(a)
The number of Option Shares and the
Exercise Price shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock
resulting from a subdivision or combination of shares or the
payment of a stock dividend in shares of Common Stock to holders of
outstanding shares of Common Stock or any other increase or
decrease in the number of shares of Common Stock outstanding
effected without receipt of consideration by the
Company.
(b)
If the Company shall be the
surviving corporation in any merger or consolidation,
recapitalization, reclassification of shares or similar
reorganization, the Optionee shall be entitled to purchase or
receive the number and class of securities to which a holder
of the number of shares of Common Stock subject to the Option at
the time of such transaction would have been entitled to receive as
a result of such transaction, and a corresponding adjustment shall
be made in the Exercise Price. A dissolution or liquidation of the
Company shall cause the Option to terminate as to any portion
thereof not exercised as of the effective date of the dissolution
or liquidation. In the event of a sale of substantially all of the
Common Stock or property of the Company or the merger or
consolidation or any other reorganization, including a Change in
Control of the Company in which the Company is not the surviving
entity, the Option Shares shall become fully vested on the date
determined by the Committee prior to the effective date of the
Change in Control, but no less than thirty days (30) prior to the
effective date of the Change in Control.
(c)
The existence of the Plan and the
Option granted pursuant to this Award shall not affect in any way
the right or power of the Company to make or authorize any
adjustment, reclassification, reorganization or other change in its
capital or business structure, any merger or consolidation of
the
Company, any issue of debt or equity
securities having preferences or priorities as to the Common Stock
or the rights thereof, the dissolution or liquidation of the
Company, any sale or transfer of all or any part of its
business or assets, or any other corporate act or proceeding. Any
adjustment pursuant to this Section may provide, in the
Committee’s discretion, for the elimination without payment
therefor of any fractional shares that might otherwise become
subject to any Option.
8.
Special Limitation on
Exercise . No purported
exercise of the Option shall be effective without the approval of
the Committee, which may be withheld to the extent that the
exercise, either individually or in the aggregate together with the
ex
