NetSpend 2011 Annual Report Download - page 120

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Exhibit 10.38
NETSPEND HOLDINGS, INC.
2012 EMPLOYEE STOCK PURCHASE PLAN
Effective October 20, 2011
The following constitute the provisions of the NetSpend Holdings, Inc. 2012 Employee Stock Purchase Plan (the “ Plan ”),
as adopted
by NetSpend Holdings, Inc. (“ Issuer ”) and its Designated Subsidiaries described in Section 2 of this Plan (collectively, with Issuer, the “
Company ”).
1.
Introduction .
(a)
Purpose . The purpose of the Plan is to enable the Company to obtain and retain the services of employees. In
addition, the Plan provides a convenient, meaningful opportunity for eligible Employees to purchase Common Stock of Issuer, thereby
increasing their personal interest in the Company’s success.
(b)
Portion of Plan to Comply with Code Section 423 . The Company intends to have a portion of the Plan qualify
as an “employee stock purchase plan” within the meaning of Code Section 423; and intends that such portion of the Plan be treated as a
separate plan. Such portion of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner that is consistent
with Code Section 423.
(c)
Portions of Plan Not Complying with Code Section 423 . Section 20 of this Plan, and any additional provisions
adopted by the Committee pursuant thereto, are intended by Issuer to allow creation of separate portions of the Plan providing for the offering
of Common Stock other than through the portion of the Plan governed by Code Section 423, for purchase by individuals who are either
(i) generally not subject to income taxation by the United States or (ii) employed by non-corporate Subsidiaries that are not eligible to be
Designated Subsidiaries because they are described in clause (ii) of the definition of Subsidiary below.
2.
Definitions .
(a)
“ Account ” means an account established pursuant to Section 6(b) and maintained on the books and records of the
Company to record the amount of all remaining Contributions accumulated with respect to a Participant as a result of deductions made from
such Participant’s paychecks for the purpose of purchasing Shares under the Plan.
(b)
“ Applicable Laws ” shall mean all applicable laws, rules, regulations and requirements, including, but not limited
to, corporate and securities laws of any of the United States, United States federal securities laws, the Code, the rules of any stock exchange or
quotation system on which Shares are listed or quoted; and the applicable laws, rules, regulations and requirements of any other country or
jurisdiction where Options are granted under the Plan or where Employees reside or provide services, as such laws, rules, regulations and
requirements shall be in effect from time to time.
(c)
“ Issuer ” means NetSpend Holdings, Inc., a Delaware corporation.
(d)
“ Board ” means the Board of Directors of Issuer.
(e)
“ Business Day ” means any day (other than a Saturday or Sunday) on which the NASDAQ
National Market (or the
principal securities exchange on which the Common Stock of Issuer is then listed or admitted for trading) is permitted to be open for trading.