NetSpend 2011 Annual Report Download - page 131

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affected, the Committee shall be entitled to change the Contribution Periods, limit the frequency and/or number of changes in the amount
deducted during a Contribution Period, establish the exchange ratio applicable to amounts deducted in a currency other than United States
dollars, permit payroll deductions in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the
Company’s processing of properly completed payroll deduction elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly
correspond with amounts deducted from the Participant’s Compensation, and establish such other limitations or procedures as the Committee
determines in its sole discretion to be advisable and consistent with the Plan.
(c)
Exhaustion of Reserves . The Plan shall automatically terminate on the date when all of the Shares that were
reserved under Section 11 for issuance under the Plan have been purchased by Participants under the Plan.
20.
International Participants and Employees of Non-corporate Subsidiaries .
(a)
Adoption of Special Provisions by Certain Subsidiaries . The Committee shall have the power and authority to
allow any of Issuer’s Subsidiaries other than Designated Subsidiaries to adopt and join in one of the following portions of this Plan that is not
intended to comply with Code Section 423, as described in Section 1(c):
(i)
A portion for employees of any such Subsidiary who are generally not subject to income taxation by the
United States (the “ Non-U.S. Portion ”), or
(ii)
A portion for employees who are employed by any non-corporate Subsidiary that is not eligible to be a
Designated Subsidiary because it is described in clause (ii) of the definition of Subsidiary (the “ Non-corporate Portion ”).
(b)
Terms and Conditions for Any Non-U.S. Portion of the Plan . If the Committee allows any Subsidiary other than a
Designated Subsidiary to adopt the Non-U.S. Portion of the Plan, the Committee may allow certain employees of such Subsidiaries who work
or reside outside of the United States an opportunity to acquire Shares in accordance with such special terms and conditions as the Committee
may adopt from time to time, which terms and conditions may modify the terms and conditions set forth elsewhere in this Plan, with respect to
such employees, to the extent permitted under the following paragraph (d). Without limiting the authority of the Committee, the special terms
and conditions that may be adopted with respect to any foreign country need not be the same for all foreign countries; and may include but are
not limited to the right to participate, procedures for elections to participate, the payment of any interest with respect to amounts received from
or credited to Accounts held for the benefit of such employees who elect to participate, the purchase price of any Shares to be acquired, the
length of any Contribution Period, the maximum amount of contributions, credits or Shares that may be acquired by any such participating
employees, and a participating employee’s rights in the event of his or her death, disability, withdrawal from participation in the purchase of
Shares under the Non-U.S. Portion of the Plan, or termination of employment.
(c)
Terms and Conditions for Any Non-corporate Portion of the Plan . If the Committee allows any non-corporate
Subsidiary to adopt the Non-corporate Portion of the Plan, the Committee may allow certain employees of such Subsidiaries an opportunity to
acquire Shares in accordance with such special terms and conditions as the Committee may adopt from time to time, which terms and
conditions may modify the terms and conditions set forth elsewhere in this Plan, with respect to such employees, to the extent permitted under
the following paragraph (d). Without limiting the authority of the Committee, the special terms and conditions that may be adopted with
respect to any non-corporate