NetSpend 2011 Annual Report Download - page 132

Subsidiary need not be the same for all non-corporate Subsidiaries; 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-
corporate Portion of the Plan, or
termination of employment.
(d) Compliance with Applicable Laws; Effect of Code Section 409A . Any purchases of Common Stock made
pursuant to the provisions of this Section 20 shall not be subject to the requirements of Code Section 423, but shall be made pursuant to any
other Applicable Laws; provided, however, the granting of any Options under this Section 20 shall be completed and administered only in a
manner that is intended to either (i) comply with Code section 409A, or (ii) be exempt from taxation imposed by Code section 409A(a)(1)
(A) or (B), so as to prevent any such taxation being imposed on participants receiving any such grant. For example, Options granted under this
Section 20 may either:
(i)
comply with Code Section 409A by either specifying exercise prices that are not less than the fair market
value of the Common Stock at the date of grant, or specifying Purchase Dates that are fixed dates or made contingent upon the occurrence of
certain earlier or later payment events permitted under Code section 409A, in either case when the Options are granted; or
(ii)
be exempt from Code Section 409A if granted under the Non-U.S. Portion of the Plan to certain non-
resident alien individuals employed by Subsidiaries that are not Designated Subsidiaries and operate outside the United States, to the extent the
latter type of grant is treated under Section 1.409A-1(b)(8) of the Treasury Regulations as not providing deferred compensation for such
individuals.
21.
Notices .
All notices or other communications by a Participant to the Company under or in connection with the Plan shall be
deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the
Company for the receipt thereof.
22.
Term of Plan; Effective Date . The Plan shall become effective upon approval by the Board and shall continue in effect
until all of the Reserves are exhausted or such earlier time as the Plan is terminated pursuant to Section 19.
23.
Governing Law. Except as otherwise explicitly stated in the Plan, the validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable United States
federal laws.
24. Severability. If any provision of the Plan is or becomes invalid, illegal, or unenforceable in any jurisdiction or would
disqualify the Plan under any law, such provision shall be construed or deemed amended to conform to Applicable Laws; or if it cannot be so
construed or deemed amended without materially altering the intent of the Plan, such provision shall be stricken as to such jurisdiction, and the
remainder of the Plan shall remain in full force and effect.
25.
No Rights as an Employee. Nothing in the Plan shall be construed to give any individual (including an Employee or
Participant) the right to remain in the employ of Issuer or any Subsidiary, nor to affect the right of Issuer or any Subsidiary to terminate the
employment of any individual (including the Employee or Participant) at any time with or without cause. Nothing in this Plan shall confer on
any person any legal or equitable right against Issuer or any Subsidiary, or give rise