NetSpend 2011 Annual Report Download - page 122

(o)
“ Designated Subsidiaries ” means all Subsidiaries that are either corporations described in clause (i) of the
definition of Subsidiary below or are treated as corporations under the Code as described in clause (iii) of that definition. The initial set of
Designated Subsidiaries includes NetSpend Corporation, a Delaware corporation, Skylight Acquisition I, Inc., a Delaware corporation, Skylight
Financial, Inc., a Delaware corporation, and NetSpend Payment Services, Inc., a Delaware corporation. The Committee may designate
additional subsidiaries (whether now existing or hereafter created or acquired) as employers that are eligible to participate in the portion of the
Plan that is subject to Code Section 423 at any time and from time to time in its sole discretion. This definition of Designated Subsidiaries
shall be interpreted consistently with Code Section 424(f).
(p)
“ Employee ” means any individual who is a common-law employee of the Company for purposes of tax
withholding under Code Section 3401(c), including an officer or director who is also such an employee, but excluding any individual whose
customary employment is (i) less than 20 hours per week or (ii) for not more than 5 months in any calendar year. If the Committee determines
that any Designated Subsidiary shall no longer be a Designated Subsidiary or if a Designated Subsidiary ceases to be a Designated Subsidiary
because it is no longer a Subsidiary, the employees of such Designated Subsidiary shall automatically cease to be Employees or Participants as
of the effective date of such event.
(q)
“ ESPP Broker ” means the licensed broker-dealer or other financial services firm designated from time to time by
the Plan Administrator in accordance with Section 9(a) to assist in administering this Plan.
(r)
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
(s) “ Fair Market Value ” means, with respect to the Common Stock on a given date, the last reported sale price for
the Common Stock for such date, or if such date is not a Business Day, the last reported sale price for the Common Stock for the last Business
Day preceding such date, as quoted on the NASDAQ National Market (or the principal exchange upon which shares of the Common Stock of
Issuer may then be listed or admitted for trading); provided, however, that if the Common Stock ceases to be listed for trading on the NASDAQ
National Market or any stock exchange,
“Fair Market Value” of the Common Stock for a given date shall mean the value determined in good
faith by the Committee.
(t)
“ New Purchase Date ” shall have the meaning set forth in Section 13.
(u) “ Option ” shall mean a right granted to a Participant under Section 7, as of the Commencement Date of a
Contribution Period, to purchase Shares as of the Purchase Date in that Contribution Period.
(v)
“ Participant ” means any Employee who is eligible and has elected to participate in the Plan accordance with
Sections 3 and 5; and who has not withdrawn from the Plan or whose participation in the Plan is not otherwise terminated.
(w)
“ Plan ”
means this NetSpend Holdings, Inc. 2012 Employee Stock Purchase Plan, as it may be amended from time
to time.
(x) “ Plan Administrator ” means the Committee or any employees of the Company designated to administer the
Plan; provided, however, that, notwithstanding any such designation, the Committee shall have the power to take any action that may be taken
by the Plan Administrator under this Plan, except to the extent such action would not comply with any Applicable Laws.