NetSpend 2011 Annual Report Download - page 126

in the next succeeding calendar year, unless any such limit continues to apply in that Contribution Period or the Participant terminates his or
her payroll deductions as provided in Section 10.
7.
Grant of Options . On the Commencement Date of each Contribution Period, each eligible Employee participating in such
Contribution Period shall be granted the right and option to purchase (an “ Option ”), on the next Purchase Date, a number of Shares
determined by dividing (a) such Employee’s Contributions accumulated before such Purchase Date and retained in the Participant’
s Account as
of the Purchase Date by (b) the applicable Purchase Price, subject to the limitations set forth in Sections 3(b) and 11.
No Participant shall have any interest or voting right in Shares covered by any Option granted to him or her under this Plan until the
Option has been exercised.
8.
Exercise of Options . Unless a Participant withdraws from the Plan or ceases to be an eligible Employee, his or her Option
for a Contribution Period shall be exercised automatically on the Purchase Date of the Contribution Period; and the maximum number of
Shares (which may include a fractional Share) subject to the Option will be purchased at the applicable Purchase Price with the accumulated
Contributions remaining in his or her Account. The Shares purchased upon exercise of an Option hereunder shall be deemed to be transferred
to the Participant on the Purchase Date. During a Participant’s lifetime, his or her Options shall be exercisable only by the Participant. Any
Options held by a Participant shall not be exercisable after his or her death.
9.
Delivery of Shares, Holding Periods and Dividends .
(a)
Delivery of Shares to ESPP Broker . As promptly as practicable after the Purchase Date of each Contribution
Period, the number of Shares purchased by each Participant upon exercise of his or her Option shall be issued by Issuer and deposited into a
brokerage account established in the Participant’s name with the ESPP Broker, for and on behalf of the Participant, in accordance with
procedures established from time to time by the Plan Administrator. The terms of such ESPP Broker account shall be at the sole discretion of
the Plan Administrator and a Participant’s participation in the Plan is expressly conditioned on his or her acceptance of such terms.
(b) Conditions Preceding Issuance of Shares . Shares shall not be issued with respect to an Option unless the
exercise of the Option and the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, applicable state
securities laws and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for Issuer with respect to such compliance. As a further condition to the exercise of an Option, Issuer may require the
Participant exercising the Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel Issuer, such a representation is
required by any of the Applicable Laws mentioned above.
(c)
Disposition of Shares; Holding Periods; Brokerage Accounts . Any ESPP Broker account established to hold a
Participant’s Shares shall be titled solely in the name of the Participant, unless the Participant is notified by the Plan Administrator that the
account may be titled or re-titled jointly with another person, consistent with the policies of the ESPP Broker and Applicable Law. The
Participant may dispose of the Shares in his or her ESPP Broker account at any time after the Required Holding Period, whether by sale,
exchange, gift or other transfer of title, in which case applicable transaction fees will be charged. After the Required Holding Period expires
with respect to any Shares purchased by a Participant under the Plan, the Participant, at his or her option, may also elect
to (i) keep the Shares in their ESPP Broker account; (ii) request a DRS transfer (book entry registration without a certificate) or (iii) transfer, at
the Participant’s expense, all or some of the Shares credited to the Participant’s ESPP Broker account to an account with another broker chosen
by the Participant.
A “Required Holding Period” applies to Shares purchased under the Plan. Shares purchased under the Plan may not be sold,
assigned, pledged or otherwise transferred of disposed of during the Required Holding Period. The “ Required Holding Period ” shall mean,
with respect to a Share in the Participant’s Account, the period commencing on the Purchase Date of the Share and ending on the six-month
anniversary of such Date, or, if earlier, upon:
(i)
termination of the Participant’
s Continuous Status as an Employee (with the Company and all Subsidiaries)
for any reason (including death or retirement) or any other change in a Participant’s employment status that results in the Participant no longer
being eligible to participate in the Plan;
(ii)
the Participant’s receipt of disability benefits under a long-term disability plan covering Employees of the
Company (or, if such Participant is not employed in a classification that is covered by the plan, a determination by the Plan Administrator that
such Participant would be eligible to receive disability benefits under the plan if such Participant were employed in an eligible classification);
(iii) the Participant’s experiencing an Unforeseen Financial Emergency; or
(iv) the occurrence of any event described in Section 13 that would give rise to a New Purchase Date.
(d)
Other Transfer Restrictions . The Committee shall have the sole and absolute discretion to change the Required
Holding Period and otherwise add or remove restrictions on the Participant
’
s right to transfer or otherwise dispose of Shares. Any increase in