NetSpend 2011 Annual Report Download - page 124

6(c)(i), Section 11 and the limitations imposed by Code Section 423(b). Except as otherwise provided in the following paragraph (b), each
Employee who is eligible to participate in this Plan shall have the same rights and privileges under the Plan.
(b)
Limitations on Option Grants to Eligible Employees . Notwithstanding any contrary provisions of the Plan, no
Employee shall be granted an Option under the Plan (except for Options granted under any portion of the Plan not intended to be subject to the
requirements of Code Section 423):
(i)
if, immediately after the grant, such Employee (together with any other person whose Issuer stock would
be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of Issuer or of any Subsidiary that is a
corporation (or is treated as one under the Code) and/or hold outstanding options to purchase stock possessing in the aggregate 5% or more of
the total combined voting power or value of all classes of issued and outstanding stock of Issuer or of any such Subsidiary; or
(ii)
if such Option would permit his or her rights to purchase stock under all employee stock purchase plans
described in Section 423 of the Code of Issuer or of any Subsidiary that is a corporation (or is treated as one under the Code) to accrue at a rate
that exceeds $25,000 of the Fair Market Value of such stock (determined at the time such Option is granted) or that exceeds 10,000 Shares, for
any calendar year in which such Option is outstanding at any time.
Without limiting the Committee’
s authority under Section 19, it shall have the power to amend the Plan by changing the conditions for
eligibility to participate in the Plan with respect to future grants of Options, without shareholder approval, if such change is announced at least
30 calendar days before the next Commencement Date on which Options are to be granted, and only if such eligibility conditions comply with
the requirements of Code Section 423(b)(4).
4. Contribution Periods .
(a)
Initial Contribution Periods
. Subject to the following paragraph (b), the Plan shall be implemented by a series of
consecutive Contribution Periods commencing on the first calendar day of each fiscal quarter and ending on the last calendar day of each such
quarter; provided, however, that the first Contribution Period under this Plan shall commence on January 1, 2012 and shall end on June 30,
2012. The Plan shall continue until terminated in accordance with Section 13 or Section 19.
(b) Changes . The Committee shall have the power to change the duration and/or frequency of Contribution Periods
with respect to future purchases of Shares, without shareholder approval, if such change is announced to all Employees who are eligible under
Section 3 at least five Business Days before the Commencement Date of the first Contribution Period to be affected by the change; provided,
however, however, that no Contribution Period shall exceed 12 months.
5.
Participation .
(a)
Enrollment Process . An eligible Employee may become a Participant by following the established enrollment
procedure as directed by the Plan Administrator, or any other entity designated by the Plan Administrator, before the Commencement Date of
the applicable Contribution Period, unless an earlier or later time for completing the enrollment procedure is set by the Plan Administrator for
all eligible Employees with respect to a given Contribution Period. Each eligible Employee who elects to participate for a Contribution Period
shall determine the percentage of his or her future Compensation, subject to the limits in Sections 3(b)(ii) and 6(a), to be deducted from his or
her