NetSpend 2011 Annual Report Download - page 128

10.
Voluntary Withdrawal; End of Employee Status .
(a)
Withdrawal
. A Participant may withdraw from the Plan by following the established administrative procedures as
directed by the Plan Administrator, or other entity designated by the Plan Administrator. The withdrawal request will be effective as soon as
administratively feasible. However, any withdrawal request must be made at least 31 calendar days before the end of a Contribution Period or
such withdrawal request shall not be effective until the next following Contribution Period. If a withdrawal request is effective during a
Contribution Period, all of the Participant’s Contributions credited to his or her Account for that Contribution Period will be paid to him or her,
his or her Option granted for that Contribution Period will be automatically terminated, and the Participant may not make any further
Contributions for the purchase of Shares until he or she re-enrolls. In order to re-enroll, the time period described in Section 6(c)(i) must have
elapsed and the Participant must follow the procedures described in Section 5(a). A request by a Participant to reduce his or her payroll
deduction percentage to less than 1% will be treated as an election to withdraw from the Plan.
(b)
End of Employee Status . Upon termination of the Participant’s Continuous Status as an Employee before the
Purchase Date of a Contribution Period for any reason including his or her death or retirement, or if the Participant remains employed by a
Subsidiary that ceases to be a Designated Subsidiary before that Purchase Date, the Contributions credited to his or her Account for that
Contribution Period will be returned to him or her or, in the case of his or her death, to the person or persons entitled thereto under Section 15;
and his or her Option for that Contribution Period will be automatically terminated. Whether the Participant’s Continuous Status as an
Employee has been terminated shall be determined by the Plan Administrator in its sole discretion.
(c)
Other Plans . A Participant’s withdrawal from the Plan shall not have any effect upon his or her eligibility to
participate in any similar plan that may hereafter be adopted by the Company or any other Subsidiary.
11.
Limit on Shares Available under this Plan .
(a)
Maximum Number . Subject to adjustment as provided in Section 12, the maximum number of Shares that may
be offered and issued under the Plan shall be 2,000,000. If any Option granted under the Plan shall for any reason terminate without having
been exercised, at a time when such maximum number of Shares has not been reached, the Shares not purchased under such Option shall again
become available for offering and issuance under the Plan.
(b)
Application of Limit . If the Plan Administrator determines that, on a given Purchase Date, the number of Shares
with respect to which Options are to be exercised will exceed (i) the number of Shares that were available for sale under the Plan on the
Commencement Date of the applicable Contribution Period or (ii) the number of Shares available for sale under the Plan on such Purchase
Date, the Plan Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for
purchase on such Commencement Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine
in its sole discretion to be equitable among all Participants on such Purchase Date. If such event occurs at the beginning of a Contribution
Period, the Company may appropriately reduce the payroll deductions to be made pursuant to the Participants’ authorizations for that
Contribution Period, and the Company shall give notice of such reduction to each Participant affected thereby. If such event occurs at the end
of a Contribution Period, the Company shall refund to each affected Participant any Contributions made for that Contribution Period that
cannot be used to purchase Shares.