NetSpend 2011 Annual Report Download - page 152

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stockholders. For purposes of clarification, no Participant shall have any rights as a stockholder with respect to any Company Stock
allocated to his or her Account (including, without limitation, the right to vote or the right to receive dividends with respect to such
Company Stock) while such shares or phantom shares of Company Stock remain in such Participant’s Account.
ARTICLE IX.
Administration
9.1
Plan Administration . This Plan shall be administered by the Committee which shall have discretionary authority to make, amend,
interpret and enforce all appropriate rules and regulations for the administration of this Plan and to utilize its discretion to decide or
resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may
arise in connection with the Plan. Claims for benefits shall be filed with the Committee and resolved in accordance with the claims
procedures in Article XII.
9.2
Withholding. The Participating Employers shall have the right to withhold from any payment due under the Plan (or with respect to
any amounts credited to the Plan) any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with
respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan.
9.3
Indemnification. The Participating Employers shall indemnify and hold harmless each employee, officer, director, agent or
organization, to whom or to which are delegated duties, responsibilities, and authority under the Plan or otherwise with respect to
administration of the Plan, including, without limitation, the Committee, the Appeals Committee and their agents, against all claims,
liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or her or it (including but not limited to
reasonable attorneys’ fees) which arise as a result of his or her or its actions or failure to act in connection with the operation and
administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not
paid for by liability insurance purchased or paid for by the Participating Employer. Notwithstanding the foregoing, the Participating
Employer shall not be obligated to indemnify any person or organization if his or her or its actions or failure to act are due to gross
negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the
Participating Employer consents in writing to such settlement or compromise.
9.4
Delegation of Authority. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to
them such administrative duties as it sees fit, and may from time to time consult with legal counsel.
9.5
Binding Decisions or Actions. Except as set forth in Section 12.4, the decision or action of the Committee in respect of any question
arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations
17