NetSpend 2011 Annual Report Download - page 129

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12.
Adjustments Upon Changes in Capitalization .
(a)
Adjustments . Subject to any required action by the shareholders of Issuer and subject to Section 13, upon (or, as
may be necessary to effect the adjustment, immediately prior to) a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock (including any such change in the number of Shares effected in connection with a change in domicile of
Issuer), a merger, consolidation or reorganization or any spin-off, split-up, or similar extraordinary dividend distribution in respect of the
Common Stock, or an exchange of Common Stock or other securities of Issuer, or any similar, unusual or extraordinary corporate transaction
in respect of the Common Stock, the Committee shall equitably and proportionately adjust (i) the number of Shares constituting the Reserves,
as well as the maximum number of Shares that may be purchased by a Participant in a calendar year pursuant to Section 3(b)(ii); (ii) the
maximum number of Shares set forth in Section 11; (iii) the price per Share covered by each Option that has not yet been exercised; and/or
(iv) the securities, cash or other property deliverable upon exercise or payment of any outstanding Options, in each case to the extent necessary
to preserve (but not increase) the level of incentives intended by the Plan and the then-outstanding Options and otherwise to account for the
effects of the transaction. The Committee’s determination with respect to the adjustment shall be final, binding and conclusive. Except as
expressly provided herein, no issue by Issuer of shares of stock of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares reserved hereunder or subject to an
Option hereunder.
(b)
Compliance with Applicable Laws . It is intended that, if possible, any adjustments contemplated by the
preceding paragraph be made in a manner that satisfies Applicable Laws (including, without limitation and as applicable in the circumstances,
Code Sections 424 and 409A) and accounting requirements (so as to not trigger any charge to earnings with respect to such adjustment).
(c)
Authority of Committee . Without limiting the generality of Section 14, any good faith determination by the
Committee as to whether an adjustment is required in the circumstances pursuant to this Section 12, and the extent and nature of any such
adjustment, shall be conclusive and binding on all persons.
13.
Effect of Sale, Merger or Liquidation . If either (a) Issuer or its shareholders enter into an agreement to dispose of all or
substantially all of the assets or outstanding capital stock of Issuer by means of a sale, merger or reorganization in which Issuer will not be the
surviving corporation (other than a reorganization effected primarily to change the state in which Issuer is incorporated, a merger or
consolidation with a wholly-owned Subsidiary that is a corporation (or is treated as one under the Code) or any other transaction in which there
is no substantial change in the shareholders of Issuer or their relative stock holdings, regardless of whether Issuer is the surviving corporation)
or (b) Issuer is liquidated, then the Contribution Period in progress at the time of such transaction or liquidation shall be shortened and a new
Purchase Date shall be set (the “ New Purchase Date ”), as of which date the Contribution Period then in progress will terminate. The New
Purchase Date shall be on or before the date of consummation of such transaction or liquidation, and the Plan Administrator shall notify each
Participant in writing, at least 10 Business Days before the New Purchase Date, that the Purchase Date for his or her Option has been changed
to the New Purchase Date and that his or her Option will be exercised automatically on the New Purchase Date, unless before such date, the
Participant has withdrawn from the Plan for that Contribution Period as provided in Section 10.
14.
Administration .
The Plan Administrator shall supervise and administer the Plan and shall have full power to adopt, amend
and rescind any rules deemed desirable and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and
interpret the Plan and to make all other determinations necessary or advisable for the administration of the Plan. The Plan