Exhibit 10.11


 


MANAGEMENT
EMPLOYMENT AGREEMENT


 


THIS MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment
Agreement”) is dated as of June 1, 2010, by and between NETSPEND
CORPORATION, a Delaware corporation (the “Company”) and Charles Harris,
an individual residing at the address set forth on the signature page hereto
(the “Executive”). Certain terms used herein are defined in Section 8(k) hereof.


 


WITNESSETH:


 


WHEREAS, the Company wishes to secure the services
of the Executive as President of the Company upon the terms and conditions
hereinafter set forth, and the Executive wishes to render such services to the
Company upon the terms and conditions hereinafter set forth; and


 


WHEREAS, in consideration of the employment to be
provided hereby and the amounts to be paid as provided herein, the Executive
desires to be employed by the Company and to agree with the Company as further
provided herein.


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants herein contained and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:


 


1.             Employment by the Company.


 


(a)           The
Company agrees to employ the Executive in the position of President, and the
Executive accepts such employment and agrees to perform such duties as the
Company’s President. The Executive shall report to the Company’s Chief
Executive Officer. Initially, the Executive’s responsibilities will include
oversight of the following areas: the Partner, Direct and Paycard Business,
Customer Service, Product Management, Product Development and Channel Marketing
and Corporate Marketing. Approximately six (6) months following the
Effective Date, the Company will evaluate the Executive’s performance and, at
that time, the Company will determine whether the Executive’s responsibilities
will be expanded to include additional responsibilities, including the
Operations and Technology divisions.


 


(b)           The
Executive agrees to devote his business time and energies to the business of
the Company and to perform his duties hereunder faithfully, diligently and to
the best of his ability. The Executive, if so requested by the Company, also
shall serve, without additional compensation, as an officer, director or
manager of any of NetSpend Holdings, Inc. (“Holdings”) and/or any
other subsidiary of Holdings or other Affiliate. During the Term, the Executive
shall not engage in any business activity which, in the reasonable judgment of
the Board of Directors of the Company (the “Board”), conflicts with the
duties of the Executive hereunder, whether or not such activity is pursued for
gain, profit or other pecuniary advantage.


 


2.             Term
of Employment. Unless otherwise mutually agreed upon by the parties hereto,
the term of the Executive’s employment pursuant to this Employment Agreement
(the “Term”) shall be for the period commencing on July 1, 2010
(the “Effective Date”) and ending on the second anniversary of the
Effective Date. This Employment Agreement shall automatically renew for
additional one (1) year terms beginning on the second (2nd) anniversary


 

















 


of the Effective Date and on each subsequent
anniversary thereof (each, an “Expiration Date”) unless (i) the
Executive notifies the Company in writing of his intention to terminate his
employment pursuant to this Employment Agreement at least thirty (30) calendar
days prior to the applicable Expiration Date or (ii) the Company notifies
the Executive in writing of its intention to terminate his employment pursuant
to this Employment Agreement at least thirty (30) calendar days prior to the
applicable Expiration Date. Notwithstanding the foregoing, the Executive’s
employment may be earlier terminated as provided in Section 4
hereof.


 


3.             Compensation, Benefits and Expenses. As full
compensation for all services to be rendered by the Executive to the Company and its Affiliates in all
capacities, the Executive shall receive the following compensation, benefits,
and reimbursement of expenses during the Term:


 


(a)           Salary. During the Term, the Executive shall be
entitled to receive an annual salary of $350,000.00 (the “Base Salary”),
payable not less frequently than semimonthly in accordance with the
then-customary payroll practices of the Company. Executive’s Base Salary shall
be reviewed for adjustment by the Compensation Committee of the Board (the “Compensation
Committee”) at least once annually during the Term, and the determination
of whether to increase the Base Salary shall be in the sole discretion of the
Company. For the avoidance of doubt, the Company shall not be obligated to
increase the Base Salary during the Term. For the purposes of this Agreement,
“Base Salary” shall refer to the Executive’s Base Salary on an annualized basis
and as adjusted pursuant to the terms of this Agreement.


 


(b)           Bonus. The Executive shall be eligible to
participate in the bonus program of the Company now or hereafter maintained by
the Company (the “Bonus Program”), subject to the terms and conditions
of such Bonus Program; provided that the Executive shall be eligible to earn a
bonus of up to 70% of the Base Salary at 100% target, with a maximum bonus of
105% of the Base Salary. For purposes of clarification, the Board may elect to
eliminate or modify any Bonus Program at any time during the Term. With respect
to the 2010 fiscal year, such bonus, if any, shall be paid on a pro rata basis
(based upon the number of months elapsed in the 2010 fiscal year following the
month of the Effective Date, and calculated by the Board in its sole
discretion).


 


(c)           Conditional Change in Control Bonus. In addition, if,
during the Term, a Change in Control (as defined in the Second Amended and
Restated NetSpend Holdings, Inc. 2004 Stock Option and Restricted Stock
Plan (the “Plan”)) closes either (A) on or before December 31,
2010, or (B) on or before March 15, 2011 pursuant to a merger
agreement, stock purchase agreement or other similar agreement executed on or
before December 31, 2010, the Company shall pay to the Executive an amount
equal to $1,000,000, payable in a lump sum within thirty (30) Business Days
following the closing date of the Change in Control subject to the Executive’s
continued employment with the Company or an Affiliate through the date of the
Change in Control. If the Executive violates Section 6 hereof, then
the Company shall have no obligation to make the payment set forth under this Section 3(c).


 


(d)           Participation in Executive Benefit Plans. The
Executive additionally shall be permitted during the Term, if and to the extent
eligible, to participate in employee benefit plans now or hereafter maintained
by the Company and/or Holdings and generally provided to the Company’s
executives, subject to the terms and conditions of such plans, Nothing in this


 


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Employment Agreement shall preclude the
Company from terminating or amending any such plans or coverage so as to
eliminate, reduce or otherwise change any benefit payable thereunder.


 


(e)           Expenses. Subject to the limitations set forth in Section 9(b),
the Company shall pay or reimburse the Executive for all reasonable and
necessary expenses actually incurred or paid by the Executive during the Term
in the performance of the Executive’s duties under this Employment Agreement,
upon submission and approval of expense statements, vouchers or other
supporting information in accordance with the then-customary practices of the
Company.


 


(f)            Vacation. The Executive shall be entitled to up to
four (4) weeks of personal time off (“pto”), which shall
include, without limitation, vacation and sick leave.


 


(g)           Relocation. The Executive and
the Company agree that the Executive will relocate his principal residence from
Thousand Oaks, California to the Austin, Texas area within six (6) months
of the Executive’s Effective Date. The Executive shall be entitled to receive
benefits pursuant to the terms of the Company’s Executive Homeowner Relocation
Policy (“Relocation Policy”), subject to the Executive’s execution of
the Employee Repayment Agreement provided by the Company (which shall be
substantially in the form set forth in Exhibit B hereto). For purposes of
the Relocation Policy, the pre-determined cap shall be $100,000.


 


(h)           Option Grant. As soon as
practicable following the Effective Date, subject to the approval of the Board,
the Executive shall be awarded an option (the “Option”) pursuant to the
Plan to acquire 1,000,000 shares of Class A Common Stock, par value $0.001
per share (“Common Stock”), of Holdings pursuant to an option agreement
substantially in the form attached hereto as Exhibit C.
Notwithstanding the foregoing, the Company and the Executive may mutually
determine prior to the Effective Date that Executive’s right to the number of
shares of Common Stock subject to the Option will be reduced, as determined by
the Board, in exchange for a grant of a lesser number of shares of restricted
stock under the Plan. Subject to Board approval and subject to Executive’s
performance during the first year of this Agreement, the Executive will be
awarded an additional option to purchase 250,000 to 500,000 shares of Common
Stock.


 


(i)            Withholding of Taxes. The
Company may withhold from any compensation or benefits payable under this
Employment Agreement or otherwise all federal, state, city and other taxes as
shall be required pursuant to any law or governmental regulation or ruling and,
where applicable, in accordance with any lawful election made by the Executive.


 


4.             Termination.


 


(a)           Termination upon Death. If the Executive dies
during the Term, the Term shall terminate as of the date of his death.


 


(b)           Termination upon Disability. If during the Term the
Executive becomes physically or mentally disabled, whether totally or
partially, so that the Executive is unable to perform his essential job functions
hereunder, with or without reasonable accommodation in accordance with the
Americans With Disabilities Act, as determined by the Board in its good


 


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faith judgment, for: (i) a period of one
hundred twenty (120) consecutive days; or (ii) for shorter periods
aggregating one hundred fifty (150) days during any twelve-month period (a “Disability”),
the Company, by written notice to the Executive, may terminate the Executive’s
employment, in which event the Term shall terminate ten (10) calendar days
after the date upon which the Company shall have given notice to the Executive
of its intention to terminate the Executive’s employment because of the
Disability. Nothing in this Section 4(b) shall be deemed to
extend the Term.


 


(c)           Termination by Company for Cause. If the Company
determines, in its sole discretion, that (i) the Executive has committed
any felony or other offense involving moral turpitude or any crime relating to
his employment, (ii) the Executive has violated this Employment Agreement
or any other written agreement with the Company or any Affiliate, in any
material respect, (iii) the Executive has committed any act of fraud,
theft or personal dishonesty with respect to the Company or any Subsidiary or
any other similar type of egregious act against the Company or any Subsidiary,
(iv) the Executive has repeatedly failed to perform his duties hereunder,
in the good faith opinion of the Board, (v) the Executive has failed to
observe material Company policies applicable to executives of the Company, or
(vi) the Executive has violated any state or federal law relating to
sexual harassment or age, sex or other prohibited discrimination, (the
foregoing clauses (i) through (vi) being referred to herein collectively
as “Cause”), then the Company, at any time by written notice to the Executive,
may terminate the employment of the Executive for Cause, which notice shall set
forth the reasons for the Company’s terminating the Executive’s employment for
Cause, and terminate the Term and Executive’s employment pursuant to this
Employment Agreement effective as of the date of such notice and, except as
provided in Section 5(b) hereof, the Executive shall have no right to
receive any compensation or benefit hereunder on and after the date of such
notice. Notwithstanding the foregoing, the Company shall not be entitled to
terminate for Cause pursuant to clauses (ii), (iv), or (v) above
unless the Company provides to the Executive written notice stating in
reasonable detail the basis for termination and an opportunity of at least
twenty (20) days in duration (such duration in excess of twenty (20) days to be
determined in good faith by the Company), to cure (unless (x) the Company
reasonably determines that providing such opportunity to cure to the Executive
is reasonably likely to have a material adverse effect on its business, financial
condition, results of operations, prospects or assets, (y) the facts and
circumstances underlying such termination are not able to be cured or
(z) the Company has previously delivered a notice under the same clause of
this Section 4(c) the facts and circumstances of which were
cured; in any case (x), (y) or (z), the Company may
terminate without providing an opportunity to cure). Such written notice shall
specifically state the length of the cure period, and the steps that the
Company deems necessary for the Executive to properly cure such
circumstance(s).


 


(d)           Termination by Company Without Cause. The Company
may terminate the Term at any time, without Cause, upon thirty (30) calendar
days’ written notice by the Company to the Executive and, except as provided in
Section 5(a) hereof, the Executive shall have no right to
receive any compensation or benefit hereunder after such termination. The
Executive’s termination of employment on any Expiration Date following notice
by the Company to the Executive of the Company’s intention to terminate this
Employment Agreement on such Expiration Date, as provided in Section 2
hereof, shall constitute a termination without Cause hereunder.


 


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(e)           Termination by Executive for Good Reason. The
Executive may terminate the Term at any time with Good Reason (as hereinafter
defined), upon thirty (30) calendar days’ written notice by the Executive to
the Company (which notice shall be received by the Company no later than thirty
(30) calendar days following the Executive’s knowledge of the occurrence of any of the events set
forth in clauses (i), (ii) or (iii) below) and, except as provided in
Section 5(a) hereof, the Executive shall have no right to receive
any compensation or benefit hereunder after such termination. For purposes of
this Employment Agreement, “Good Reason” shall mean, without the
Executive’s written consent: (i) the Company violates this Employment
Agreement in any material respect, including, without limitation, the failure
of the Company to pay or provide to the Executive the Base Salary or any
reduction in the Base Salary or any downward change in the target bonus
percentage (it being understood by the Executive that the Board may elect not
to maintain a Bonus Program at any time during the Term and that the Company is
not obligated to pay the Executive any bonus hereunder); (ii) the Company makes
a material reduction in the Executive’s duties as President, as provided in Section 1(a) hereof,
other than by reason of the expiration of the Term or a termination of the Term
pursuant to Sections 4(a), 4(b), 4(c) or 4(d) hereof;
(iii), a requirement that the Executive relocate to a facility or a location
outside of the Austin, Texas area without the Executive’s consent, or
(iv) the sale or other transfer of all or substantially all of the assets
of the Company to a corporation or other entity in a transaction in which such
corporation or other entity does not assume all of the obligations of the
Company hereunder. In addition, for purposes of this Agreement only (and not
for purposes of any stock option or other agreement with the Company or
Holdings), “Good Reason” shall also exist in the event the Company does not
expand the Executive’s responsibilities to include the Operations and
Technologies divisions within six months following the Effective Date. Good
Reason shall not be deemed to exist unless the Company fails to cure the event
giving rise to Good Reason within thirty (30) calendar days after receipt of
written notice thereof given by the Executive to the Company, which notice
shall specifically set forth the nature of such event and the corrective action
reasonably sought by the Executive.


 


(f)            Termination by Executive Without Good Reason. The
Executive may terminate the Term at any time, without Good Reason, upon thirty
(30) calendar days’ written notice by the Executive to the Company and, except
as provided in Section 5(b) hereof, the Executive shall have
no right to receive any compensation or benefit after such termination.


 


5.             Severance Payments.


 


(a)           Severance Payments for Termination by the Company
Without Cause or  Termination
by Executive With Good Reason.
If during the Term the Company terminates the Term pursuant to Section 4(d) hereof
or the Executive terminates the Term pursuant to Section 4(e)
hereof, all compensation payable to the Executive under Section 3
hereof shall cease as of the date of termination of the Term specified in the
Company’s or Executive’s notice, as the case may be (the “Termination Date”),
and:


 


(i)            the Company shall pay to the Executive the following
sums: (A): all accrued and unpaid Base
Salary through the Termination Date, (B) any unpaid or unreimbursed
expenses incurred by the Executive through the Termination Date in accordance
with Sections 3(e) and 3(g) hereof, and (C) to the extent
permitted under the applicable plans, programs or policies, if any, all previously
earned, accrued, and unpaid benefits from the


 


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Company, Holdings and their respective
employee benefit plans, including any such benefits which have become vested
prior to the Termination Date under the retirement plans, and any other such
benefits under disability, and life insurance plans, policies, and programs
applicable to the Company which benefits, if any, shall be payable as provided
therein (collectively, the “Accrued Obligations”); and


 


(ii)           the Company shall pay to the
Executive the following sums, subject
to the final sentence of this Section 5(a)(ii) and Sections
5(c), 6 and 9 hereof, an amount equal to the Base Salary, as
in effect on the Termination Date, payable over the twelve (12) month period
following the Termination Date (the “Severance Period”), (B) any accrued
but unpaid bonus in respect of any fiscal year ending prior to the fiscal year
in which the Termination Date falls (which shall be paid notwithstanding any
requirement that the Executive otherwise be employed by the Company on the date
of the payment of such bonus), payable when bonuses generally are paid to
executives of the Company pursuant to the terms of the Bonus Program,
(C) the bonus at target that would have been received by the Executive for
the then-current fiscal year had the Executive been employed by the Company for
the entire fiscal year in which he was terminated, and (D) if the
Executive elects to continue his participation and/or that of his eligible
dependents in the Company’s group health and/or dental plans for a period of
time under the Consolidated Omnibus Reconciliation Act of 1985 “COBRA”) then,
through the earliest of (1) the expiration of the Severance Period,
(2) the period during which the Executive is entitled to continuation
coverage under COBRA and (3) the date the Executive becomes eligible to
receive comparable medical coverage under a group health plan (within the
meaning of Section 5001(b)(1) of the Internal Revenue Code of 1986,
as amended (the “Code”), under new employment (the earliest of such periods,
the “COBRA Continuation Period”), the Company will contribute to the premium
cost of the Executive’s coverage and that of his eligible dependents under
those plans at the rate it contributed to the Executive’s premium cost of
coverage on the Termination Date. To be eligible for these Company premium
contributions, however, the Executive must pay the same portion of the premium
cost during the COBRA Continuation Period as is paid by the Company’s active
employees. The Executive is required to notify the Company immediately if he
begins new employment during the COBRA Continuation Period and to repay
promptly the cost of any benefit contributions made by the Company for coverage
after Executive becomes eligible to participate in the group policy of such new
employer. After the Company’s contributions end, the Executive may continue
benefits coverage for the remainder of the COBRA period, if any, by paying the
full premium cost of such benefits. If, prior to the end of the Severance
Period, the Executive violates Section 6 hereof, then the Company
shall have no obligation to make any of the payments that remain payable by the
Company under this Section 5(a)(ii) on or after the date of
such violation.


 


(b)           Payments upon Termination by Company for Cause,
Termination by Executive Without Good Reason, Death or Disability. If the
Term is terminated by the Company pursuant to Sections 4(a), 4(b) or
4(c) hereof or if the Executive terminates the Term pursuant to Section 4(f) hereof,
the Executive shall receive only the Accrued Obligations.


 


(c)           Eligibility. For the Executive (or his estate) to
be eligible to receive the severance payments and benefits provided for in Section 5(a)(ii) and,
if applicable, (iii), the


 


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Executive (or his estate or, in the event of
the Executive’s legal incapacity, his legal representative) will be obligated
to execute and deliver to the Company (and not revoke) a release (to be provided
by the Company) substantially in the form attached hereto as Exhibit A
(the “Form of Release”); provided, however, that
the Company shall have the right to modify the form of Release as necessary to
comply with applicable law and/or the particular circumstances of termination.
The Company shall deliver the Release to the Executive within five
(5) Business Days following the Termination Date.


 


(d)           No Mitigation. The Executive shall not be required
to mitigate the amount of any
severance payments or benefits provided for in Section 5(a)(ii) and
(iii) by seeking other employment or otherwise and the amount of any
such severance payments and benefits shall not be reduced by any compensation
earned as a result of the Executive’s other employment or otherwise.


 


6.             Certain Covenants of the Executive. To induce the
Company to enter into this Employment
Agreement, the Executive covenants and agrees that:


 


(a)           Confidential Information. During the Restricted
Period (as hereinafter defined) and thereafter, the Executive shall not,
directly or indirectly, disclose to any Person who is not authorized by the
Company to receive such information, or use or appropriate for his own benefit
or for the benefit of any Person other than the Company, (i) any documents
or other papers relating to the Company, including, without limitation, any
such information, documents or papers relating to the Company’s Current Lines
of Business (as hereinafter defined) or the customers of the Company (whether
such customers were customers of the Company prior to or after the date hereof)
including, without limitation, files, business relationships and accounts,
royalty relationships, licensing relationships, pricing policies, customer
lists, computer software and hardware or (ii) any other materials relating
to the Company or any trade secrets or confidential information, including,
without limitation, any business or operational methods, know-how, marketing
plans or strategies, product development techniques or plans, product concepts
and designs, business acquisition plans, financial or other performance data,
personnel and other policies of the Company, whether generated by the Executive
or by any other Person and/or whether developed prior to the date hereof
(collectively, “Confidential Information”); provided, however,
that Confidential Information shall not include any information readily
ascertainable from public or published information, or trade sources (other
than as a direct or indirect result of unauthorized disclosure by the Executive).


 


(b)           Receipt of Confidential Information. The Executive
acknowledges that: (i) the Company is presently engaged in the marketing,
processing and distributing of prepaid debit cards, stored value cards and
other similar products from which the Company derives substantial revenues
(collectively, the “Company’s Current Lines of Business”);
(ii) contemporaneously with the Executive’s execution of this Employment
Agreement, the Company is providing the Executive with Confidential
Information, including, without limitation, information relating to the
Company’s information technology systems, and related technologies, and
information previously or hereafter provided relating to the Company’s legal
affairs and business relationships, and the Company will continue to provide
the Executive with Confidential Information in the future while the Executive
is employed with the Company; (iii) the Executive has received the
Confidential Information; (iv) in the Executive’s position as


 


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President, the Executive will need the
Confidential Information to properly carry out the Executive’s duties
hereunder; (v) the Company’s provision of Confidential Information to the
Executive, in exchange for the Executive’s agreement and covenant to maintain
the confidentiality of the Confidential Information, as set forth in Section 6(a) hereof
gives rise to the Company’s interest in restraining the Executive from
competing against the Company as set forth in Sections 6(c), 6(e),
6(f) and 6(g) hereof; (vi) the Executive’s
agreement and covenant not to compete with the Company as set forth in Sections
6(c), 6(e),  6(f), and 6(g) hereof is designed to enforce the Executive’s
agreement and covenant to maintain the confidentiality of the Confidential Information as set forth in Section 6(a) hereof;
(vii) the agreements and covenants contained in Sections 6(a) through
6(g) hereof (the “Restrictive Covenants”) are essential to
protect the goodwill and profitability of the Company’s Current Lines of
Business; and (viii) the agreements and covenants contained in Sections
6(a) through 6(g) hereof will not involve a substantial
hardship upon the Executive’s future livelihood. Accordingly, the Executive
covenants and agrees for the benefit of the Company, with respect to himself,
to comply with the Restrictive Covenants.


 


(c)           Non-Compete. At all times during the Term and for a
period of six (6) months thereafter, the Executive shall not, in the United
States of America or any other country in which the Company then engages in
business, directly or indirectly, accept employment with, provide services to
or have any interest (as an owner, sole proprietor, shareholder, partner,
director, officer, employee, consultant, agent or otherwise) in any financial
institution, third party processor, member service provider, card association
or independent sales organization or other similar business that directly
competes with the Company’s Current Lines of Business (“Competing
Organization”); provided, however, that the Executive may hold, directly or
indirectly, solely as an investment, not more than one percent (I%) of the
outstanding securities of any Person which is listed on any national securities
exchange or regularly traded in the over-the-counter market. if the Executive seeks to become
employed by a non-competing division of a Competing Organization and, prior to
the Executive’s employment with the Competing Organization, such Competing
Organization and the Executive
provide a written covenant to the Company (that is reasonably satisfactory to the Company) guaranteeing that the
Executive’s performance of his duties for such Competing Organization will not
result in his breach of Section 6(a), 6(e), 6(f) or 6(g) hereof,
he will not be deemed to be in violation
of this Section 6(c) for so long as he complies with all of
the other provisions of Section 6 of this Agreement (i.e., other than this Section 6(c)).


 


(d)           Property of the Company. At no time
shall the Executive remove or cause to
be removed from the premises of the Company any memorandum, note, list, record,
file, document or other paper, equipment or any like item relating to the
Company, or its customers, distribution partners or issuing banks (including
copies, extracts and summaries thereof) except as specifically permitted
hereunder or in furtherance of the performance of his duties on behalf of the
Company. Upon termination of employment the Executive must return Confidential
Information to the Company in accordance with the provisions of Section 8(c) hereof.
All memoranda, notes, lists, records, files, documents and other papers and
other like items (and all copies,
extracts and summaries thereof) made or compiled by the Executive or made
available to the Executive concerning the Company (whether or not prior to the
date hereof), are and shall be the property of the Company (or its customers,
distribution partners, or issuing banks) and shall be delivered by the
Executive to the Company, and all electronic copies thereof shall be deleted


 


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by the Executive from any personal computer
or other similar device belonging to the Executive promptly upon the
termination of the Executive’s employment with the Company.


 


(e)           Employees of the Company. At all times during the
Term and for a period of one (1) year thereafter (the entirety of such
period being the “Restricted Period”), the Executive shall not hire or,
directly or indirectly, initiate communications with, solicit, persuade,
entice, induce or encourage any individual who is then or who has been within
the preceding 12-month period, an employee or consultant of the Company to
terminate employment with the Company or to become employed by, or enter into a
contract or any other arrangement with, any other Person, and the Executive
shall not approach any such employee or provider for any such purpose or
authorize or knowingly approve the taking of any such actions by any other
Person.


 


(f)            Solicitation of Customers and/or Suppliers. During
the Restricted Period, the Executive shall not, directly or indirectly,
initiate communications with, solicit, persuade, entice, induce, or encourage
(or assist any other Person to do any of the foregoing), for the Executive’s
benefit or for the benefit of any Person other than the Company, any Person who
is then or has been within the preceding 12-month period a customer, supplier
or account of the Company, or any potential customer, supplier or account whose
identity the Executive learned during the course of his relationship with the
Company (whether or not prior to the date hereof), to terminate its contractual
or other relationship with the Company.


 


(g)           Servicing of Customers. During the Restricted
Period, the Executive shall not furnish any services similar to those furnished
while he was employed by the Company (whether prior to or after the date
hereof) to any customer or account of the Company.


 


(h)           Future Employer. The Executive shall inform any
future employer of the Restrictive Covenants and provide such employer with a
copy thereof, prior to the commencement of that employment.


 


(i)            Corporate Opportunities. During the Term, the
Executive promptly shall disclose to the Company any business idea or
opportunity which falls within the scope of the Company’s Current Lines of
Business, which business idea or opportunity shall become the sole property of
the Company if the Company elects to pursue such idea or opportunity as part of
the Company’s Current Lines of Business or as a business project. All programs,
product concepts, materials, results or ideas (“Inventions”) conceived,
made, developed, reduced to practice, or worked on, in whole or in part, solely
by the Executive or jointly with others prior to the date of this Employment
Agreement, during the Term, relating to the business of the Company are and
shall be deemed to be “work for hire” and, at the election of the Company,
shall be the sole property of the Company, without any further consideration
paid to the Executive. The Executive shall disclose promptly in writing to any
duly appointed officer of the Company, any Invention, whether or not patentable
or copyrightable or entitled to legal protection as a trade secret or
otherwise. Upon the request of the Company, the Executive agrees to disclaim
promptly in writing all such rights and give all reasonable assistance and
execute such documents to enable the Company to prepare and prosecute any
application for patent or copyright registration. The Company shall have the
sole right as it may deem appropriate to determine the treatment of information
related to any Inventions, including but not limited to the right to keep the
same as a trade secret, to use, disclose, and publish same without prior patent


 


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application or copyright registration and to
file the same in its own name or to follow any other procedure which the
Company may deem appropriate.


 


(j)            Rights and Remedies Upon Breach. If the Executive
breaches, or threatens
to commit a breach of, any of the Restrictive Covenants, the Company shall have
the following rights and remedies, each of which rights and remedies shall be
independent of the other and severally enforceable, and all of which rights and
remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the Company under law or in equity:


 


(i)            Specific Performance. The right and remedy to seek
from any court of competent jurisdiction in Travis County, Texas specific
performance of the Restrictive Covenants or injunctive relief against any act
which would violate any of the Restrictive Covenants, it being acknowledged and
agreed that any such breach or threatened breach will cause irreparable injury
to the Company and its Affiliates and that money damages will not provide an
adequate remedy. Any action or proceeding arising out of this Employment
Agreement shall be maintained in Travis County, Texas. In the event an action
is filed for specific performance or injunctive relief under this Section 6(j)(i),
the parties further agree to submit to jurisdiction and venue in Travis County,
Texas.


 


(ii)           Accounting. The right and
remedy to require the Executive to account for and pay over to the Company and
its Affiliates all compensation, profits, monies, accruals, increments or other
benefits derived or received by the Executive as the result of any transactions
constituting a breach of any of the Restrictive Covenants.


 


(k)           Severability of Covenants. If any of the
Restrictive Covenants, or any part thereof, is held by a court of competent jurisdiction or any Governmental
Authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the Restrictive Covenants shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and such
court, government, agency or authority shall be empowered to substitute, to the
extent enforceable, provisions similar to the provisions governing the term,
breadth or geographic scope of the Restrictive Covenants so as to provide to the
Company and Affiliates thereof, to the fullest extent permitted by applicable
law, the benefits intended by such provisions.


 


(1)           Enforceability in Jurisdictions. The Company and
the Executive intend to and hereby
confer jurisdiction to enforce the Restrictive Covenants upon the courts of any
jurisdiction within the geographical scope of such Restrictive Covenants. If
the courts of any one or more of such jurisdictions hold the Restrictive
Covenants wholly invalid or unenforceable by reason of the breadth of such
scope or otherwise, it is the intention of the Company and the Executive that
such determination not bar or in any way affect the right of the Company, or
any of their Affiliates, to the relief provided above in the courts of any
other jurisdiction within the geographical scope of such Restrictive Covenants,
as to breaches of such Restrictive Covenants in such other respective
jurisdictions, such Restrictive Covenants as they relate to each jurisdiction
being, for this purpose, severable into diverse and independent covenants.


 


(m)          Reasonableness of Restrictions. The Executive has
carefully read and considered the provisions of this Section 6, and
having done so, agrees that the restrictions set


 


10














 


forth herein, including, but not limited to,
the time period of restriction, the geographic areas of restriction, and the
scope of the restriction are fair and reasonable, are supported by sufficient
and valid consideration, and these restrictions do not impose any greater
restraint than is necessary to protect the goodwill and other legitimate
business interests of the Company and its Affiliates, officers, directors,
stockholders and other employees.


 


7.             Arbitration. Any and all claims or controversies
between the Company and the Executive relating to the Executive’s employment
with the Company, or the termination thereof, including claims for breach of
contract, personal injury, tort, employment discrimination (including unlawful
harassment), and any violation of any state or federal, law shall be resolved
by final binding arbitration in accordance with the rules of the American
Arbitration Association. Judgment upon the award rendered by the arbitrator or
arbitrators may be entered in any court having jurisdiction thereof. The
Executive understands that this agreement to arbitrate covers any and all
claims that the Executive might bring under Title VII, the Americans With
Disabilities Act or the Age Discrimination in Employment Act. The arbitrators
shall be selected from a panel provided by the American Arbitration
Association. Any such arbitration shall be conducted in Austin, Texas or such
other place as may be mutually agreed upon by the parties. Each party shall
select one (1) individual to act as arbitrator, and the two
(2) arbitrators so selected shall select a third arbitrator. Each party
shall bear its own costs, expenses and attorneys’ fees. The Executive shall pay
a portion of the arbitrators’ expenses and administrative fees of arbitration equal
to the standard filing fee in the U.S. Federal District Court, Western District
in Austin, Texas. The Company shall pay the remainder of the arbitrators’
expenses and administrative fees of arbitration. If any party prevails on a
statutory claim that affords the prevailing party attorneys’ fees, then the
arbitrator may award reasonable attorneys’ fees and costs to the prevailing
party. Notwithstanding anything to the contrary contained in this Section 7, if the Executive breaches, or threatens to
commit a breach of, any of the Restrictive Covenants, the Company shall have
the right and remedy to seek from any court of competent jurisdiction specific
performance of the Restrictive Covenants or injunctive relief against any act
which would violate any of the Restrictive Covenants, it being acknowledged and
agreed that any such breach or threatened breach will cause irreparable injury
to the Company and its Affiliates.


 


8.             Other Provisions.


 


(a)           Indemnification. The Company and its Affiliates
shall indemnify Executive with respect to activities conducted in connection
with and/or in the course of his employment hereunder to the fullest extent
provided under Delaware law. Executive will be named as an insured on the
director and officer liability insurance policy currently maintained by the
Company or its Affiliates, or as may be maintained by the Company or its
Affiliates from time to time (and any such policy shall provide for at least
$5,000,000 per occurrence and in the aggregate of liability coverage), and, in addition,
Executive and Company and/or NetSpend Holdings, Inc., will enter into the
form of indemnification agreement provided to other similarly situated
executive officers and directors of the Company (or into a new form, if no such
form exists) within thirty (30) days of the Effective Date.


 


(b)           Notices. Except as may be otherwise provided
herein, all notices, requests, waivers and other communications under this
Employment Agreement shall be in


 


11

















 


writing and shall be conclusively deemed
delivered and effective (i) when hand delivered to the other party,
(ii) five (5) Business Days after being sent by registered or
certified mail, return receipt requested, postage prepaid, (iii) one
(1) business day after being sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery, or (iv) in the
case of a facsimile transmission, upon transmission thereof by the sender and
the issuance by the transmitting machine of a confirmation slip confirming that
the number of pages constituting the notice have been transmitted without
error; provided, however, that the sender shall contemporaneously mail a copy
of the notice to the addressee by the method provided for in (i) or
(ii) above, but such mailing shall in no way alter the time at which the
notice sent by facsimile transmission is deemed received, in each case to the
intended recipient as set forth below:


 


(i)            if to the Company, to:


 


	
   

  	
  NetSpend Corporation

  
	
   

  	
  Austin Centre

  
	
   

  	
  701 Brazos Street, 12th Floor

  
	
   

  	
  Austin, TX 78701

  
	
   

  	
  Telephone:

  	
  (512) 532-8280

  
	
   

  	
  Fax:

  	
  (512) 469-9951

  
	
   

  	
  Attn: General Counsel

  



 


and


 


(ii)           if to the Executive, to him at the
address set forth on the signature page hereto.


 


Any party may change the
address to which notices, requests, consents or other communications hereunder
are to be delivered by giving the other parties notice in the manner set forth
in this Section 8.


 


(c)           Return of Confidential Information and the Company’s
Property. The Executive agrees that all documents, records, electronic
data, and tangible items and materials containing or embodying any Confidential
Information (whether prepared by the Executive or by others), including all
copies thereof, that are in the Executive’s possession, custody, or control are
the property of the Company and shall as soon as is practicable be returned to
the Company and that any electronic copies thereof shall be deleted by the
Executive from any personal computer or other similar device belonging to the
Executive upon termination of the Executive’s employment with the Company,
whether voluntary or otherwise, or at any time upon the Company’s request. In
addition, upon termination of employment for any reason, the Executive shall
return all property of the Company for which the Executive is responsible
including but not limited to pagers, security access keys, and laptop
computers, or that is in the Executive’s possession, custody, or control.


 


(d)           Entire Agreement. This Employment Agreement
contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior contracts and other agreements, written
or oral, with respect thereto, including, without limitation, the offer letter
from the Company to the Executive, dated April 29, 2010 and all email
correspondence and conversations relating thereto. Neither the termination of
the Executive’s


 


12

















 


employment hereunder nor the expiration or
termination of the Term or of this Employment Agreement shall affect the
enforceability of Section 6 hereof.


 


(e)           Waivers and Amendments. This Employment Agreement
may be amended, modified, superseded, canceled, renewed or extended, and the
terms and conditions hereof may be waived, only by a written instrument signed
by the parties or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any right, power or privilege hereunder, nor any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder.


 


(f)            Governing Law. This Employment Agreement shall be
governed by, and construed in accordance with and subject to, the laws of the
State of Texas applicable to agreements made and to be performed entirely
within such State. Venue for enforcement of this Employment Agreement shall be
in Travis County, Texas.


 


(g)           Payment of Severance. In addition to the provisions
of Section 6(c) hereof, and not in any way in limitation
thereof, or in limitation of any right or remedy otherwise available to the
Company, if the Executive violates any provision of Section 6
hereof, any severance payments and/or benefit then or thereafter due from the
Company to the Executive shall be terminated forthwith and the Company’s
obligation to pay and the Executive’s right to receive such severance payments
and/or benefit shall terminate and be of no further force or effect, in each
case without limiting or affecting the Executive’s obligations under Section 6
hereof or the Company’s other rights and remedies available at law or
equity.


 


(h)           Binding Effect; Benefit. This Employment Agreement
shall inure to the benefit of and be binding upon the parties hereto and any
successors and assigns. Nothing in this Employment Agreement, expressed or
implied, is intended to confer on any person other than the parties hereto or
such successors and assigns, any rights, remedies, obligations or liabilities
under or by reason of this Employment Agreement other than the right to the
Executive’s estate under Section 5(c) hereof.


 


(i)            Assignment. This Employment Agreement, and the
Executive’s rights and obligations hereunder, may not be assigned by the
Executive; provided, however, that it shall be enforceable by the Executive’s
legal representatives and other successors in interest. The Company may assign
this Employment Agreement and its rights, together with its obligations,
hereunder in connection with any sale, transfer or other disposition of all or
substantially all of its assets or business, whether by merger, consolidation
or otherwise.


 


(j)            Counterparts. This Employment Agreement may be
executed in two or more counterparts, including facsimile or PDF copies, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.


 


(k)           Construction. The headings in this Employment
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this


 


13

















 


Employment Agreement. Whenever required by
the context any gender shall include any other gender, the singular shall
include the plural, and the plural shall include the singular.


 


(l)            Certain Definitions.


 


“Affiliate” means
any entity from time to time owned or controlled by the Company.


 


“Business Day”
means a day other than Saturday, Sunday or a day on which banks in Austin,
Texas are not required to be open or are authorized to remain closed.


 


“Governmental Authority”
means any United States federal, state or local or foreign government or
governmental, regulatory or administrative authority, department, agency,
commission, entity or other political subdivision thereof or any court,
tribunal, or judicial or arbitral body.


 


“Person” means any
natural person, partnership, corporation, limited liability company,
association, joint stock company, trust, joint venture, unincorporated
organization or Governmental Authority.


 


“Subsidiary” means
any corporation or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time
directly or indirectly owned by the Company.


 


9.             Tax Provisions.


 


(a)           Internal Revenue Code Sections 280G and 4999.


 


9.1.1        To the extent that any of the payments
and benefits provided for under this Agreement or any other agreement or
arrangement between the Executive and the Company or Holdings (collectively,
the “Payments”) constitute a “parachute payment” within the meaning of
Section 280G of the Code that would be subject to the Excise Tax, then, in
the event that Code Section 280G(b)(5)(A) or any successor provision
applies, the Executive shall receive the greater of (i) the After-Tax
Capped Amount or (ii) the Payments with application of the Applicable
Taxes; provided that, the Executive may, at his option, waive his right to
retain such payments and/or other benefits unless such payments and other
benefits are approved by the stockholders of the Company (or Holdings, if
applicable) in a manner that satisfies the stockholder approval requirements of
Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated
thereunder (a “280G Vote”), and (ii) the Company (or Holdings, if
applicable) shall submit the Executive’s right to retain such payments and
other benefits to a 280G Vote. The Executive acknowledges and agrees that the
stockholders of the Company (or Holdings, if applicable) are not obligated to
approve such payments following any waiver by the Executive of his right to
receive such payments.


 


9.1.2        For purposes of this Section 9.1:


 


14

















 


“After-Tax
Capped Amount” means the Capped Amount after deducting Applicable Taxes.


 


“Applicable
Taxes” means the federal, state and local income taxes applicable to the Executive’s receipt of the Payments or
the Capped Amount, as the case may be.


 


“Capped
Amount” means the greatest amount of Payments that can be provided under
this Agreement and all other agreements providing for Payments without any
portion of the Payments being subject to the Excise Tax.


 


“Excise
Tax” means the excise tax imposed by Section 4999 of the Code.


 


9.1.3        Determinations. All
determinations required to be made under this Section 9.1,
including whether an Excise Tax is payable by the Executive and the amount of
such Excise Tax, shall be made by the nationally recognized firm of certified
public accountants (the “Accounting Firm”) as the Company may designate
provided, however, the determination by Accounting Firm shall be subject to
agreement by the Executive and his advisors (which agreement shall not
unreasonably be withheld). All fees and expenses of the Accounting Firm shall
be paid by the Company in connection with the calculations required by this Section 9.1.


 


(b)           Section 409A of the Internal Revenue Code.
Notwithstanding anything herein to
the contrary, this Employment Agreement is intended to be interpreted and
operated so that the payments and benefits set forth herein either shall either
be exempt from the requirements of Code Section 409A or shall comply with
the requirements of such provision; provided, however, that
in no event shall the Company be liable to the Executive for or with respect to
any taxes, penalties or interest which may be imposed upon the Executive
pursuant to Section 409A. The Executive hereby acknowledges and agrees
that no representations have been made to the Executive relating to the tax
treatment of any payment pursuant to this Agreement under Code
Section 409A and the corresponding provisions of any applicable state income
tax laws. Specifically, the parties agree as follows:


 


(i)            Each severance payment shall be treated as a right to a
series of separate payments as set forth
in Treasury Regulation 1.409A-2(b)(2)(iii) and no severance payment shall be
paid later than the last day of the second taxable year of the Executive
following the taxable year of the Executive’s “separation from service” as
defined in Treasury Regulation 1.409A-1(h) (“Separation From Service”).
To the extent that any severance payment constitutes a “deferral of
compensation” subject to Code Section 409A (a “409A Payment”),
then, (A) in the event that a termination of Executive’s employment does
not constitute a Separation From Service, such 409A Payment shall begin at such
time as the Executive has otherwise experienced such a Separation from Service,
and the date of such Separation from Service shall be deemed to be his
Termination Date for purposes of Section 5 hereof, and (B) if
on the date of the Executive’s Separation from Service, the Executive is a “specified
employee,” as such term is defined in Treas. Reg. Section 1.409A-1(i), as
determined from time to time by the Company, then such 409A Payment shall not
be made to the Executive earlier than the earlier of (i) six
(6) months after the Executive’s Separation from Service; or (ii) the
date of his death. The 409A Payments under this Agreement that would otherwise
be made during such period shall be aggregated and paid in one lump sum,
without interest, on the first business day


 


15

















 


following the end of the six (6) month period or following the
date of the Executive’s death, whichever is earlier, and the balance of the
409A Payments, if any, shall be paid in accordance with the applicable payment
schedule provided in Section 5.


 


(ii)           With
respect to reimbursements (whether such reimbursements are for business
expenses or, to the extent permitted under the Company’s policies, other
expenses) and/or in-kind benefits, in each case, that constitute deferred compensation
subject to Code Section 409A (as determined by the Company in its sole
discretion), each of the following shall apply: (1) no reimbursement of
expenses incurred by Executive during any taxable year shall be made after the
last day of the following taxable year of Executive, (2) the amount of
expenses eligible for reimbursement, or in-kind benefits provided, during a
taxable year of Executive shall not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, to Executive in any other
taxable year, and (3) the right to reimbursement of such expenses or
in-kind benefits shall not be subject to liquidation or exchange for another
benefit.


 


(iii)          To
the extent applicable, this Employment Agreement shall be interpreted, construed
and operated in accordance with Section 409A of the Code, and the Treasury
Regulations and other guidance issued thereunder. If on the date of the
Executive’s separation from service (as defined in Treasury Regulation
§1.409A-1(h)) with the Company the Executive is a specified employee (as
defined in Code Section 409A and Treasury Regulation §1.409A-1(i)), no
payment constituting the “deferral of compensation” within the meaning of
Treasury Regulation §1.409A-1(b) and after application of the exemptions
provided in Treasury Regulation §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii)
shall be made to Executive at any time during the six (6) month period
following the Executive’s separation from service, and any such amounts shall
instead be paid in a lump sum on the first payroll payment date following
expiration of such six (6) month period.


 


(iv)          Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not
make any deductions for money or property that the Executive owes to the Company,
or offset or otherwise reduce any sums that may be due or become payable to or
for the account of the Executive, from amounts that constitute deferred
compensation for purposes of Code Section 409A.


 


(v)           The
Executive’s right to any deferred compensation, as defined under Code
Section 409A, shall not be subject to borrowing, anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by
creditors, to the extent necessary to avoid tax, penalties and/or interest under
Code Section 409A.


 


[Remainder
of page intentionally left blank)


 


16

















 


10.           WAIVER OF JURY TRIAL. NO PARTY TO THIS EMPLOYMENT
AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A
PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY
OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS EMPLOYMENT
AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP
BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN
WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION HAVE BEEN
FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO
NO EXCEPTIONS. NEITHER PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO THE
OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED
IN ALL INSTANCES.


 


IN WITNESS WHEREOF, the
parties have executed this Employment Agreement as of the date first above
written.


 


 




	
   

  	
   

  	
  NETSPEND CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel R. Henry

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Charles Harris

  
	
   

  	
   

  	
  Charles Harris

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					






 


17














 


Exhibit A




Form of
Release


 


This Release Agreement is by and between NetSpend Corporation, a
Delaware corporation (the “Company”), and Charles Harris (“Harris”).


 


1.             The
parties hereby acknowledge and agree to the severance terms set forth in
Section 5(a)(ii) and, if applicable, (iii) of the Employment
Agreement, dated as of June 1, 2010 (the “Employment Agreement”), between
the Company and Harris. Harris further acknowledges and agrees that he is not
entitled to any severance payment or benefits, pursuant to the Employment
Agreement or otherwise, unless he signs this Release and returns it to the
Company, as required by Section 5(c) of the Employment Agreement.


 


2.             For
and in consideration of the severance payments and benefits the Company will
pay to Harris pursuant to clauses (ii) and, if applicable, (iii) of
Section 5(a) of the Employment Agreement, Harris, on his own behalf
and on behalf of his successors and assigns (collectively referred to as
“Releasor”), hereby releases and forever discharges the Company and NetSpend
Holdings, Inc., and their respective predecessors, successors, corporate
affiliates, stockholders, officers, directors, agents, representatives,
employees, consultants and advisors (collectively referred to as “Releasee”),
from any and all claims, counterclaims, demands, debts, actions, causes of
action, suits, expenses, costs, attorneys’ fees, damages, indemnities,
obligations and/or liabilities of any nature whatsoever, whether known or
unknown, which Releasor ever had, now has or hereafter can, shall or may have
against Releasee, for, upon or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the day of the date of this
Release, including, but not limited to, the following: (i) all such claims
and demands directly or indirectly arising out of or in any way connected with
Harris’s employment with the Company or the termination of that employment;
(ii) all such claims and demands related to salary, bonuses, commissions,
stock, stock options, or any other ownership interests in the Company, vacation
pay, fringe benefits, expense reimbursements, severance pay and/or any other
form of compensation; (iii) any claims arising under any federal, state or
local law, statute or ordinance, including, without limitation, Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the
Older Workers Benefit Protection Act, the Americans With Disabilities Act, the
Civil Rights Act of 1991, the Fair Labor Standards Act, the Equal Pay Act, the
Employee Retirement Income Security Act of 1974, the Family and Medical Leave
Act of 1993, the Consolidated Omnibus Budget Reconciliation Act of 1985, the
Texas Commission on Human Rights Act and section 8307c of the Texas Workers
Compensation Act; and (iv) any claims for breach of contract, express or
implied, including any claim for breach of any implied covenant of good faith
and fair dealing, wrongful discharge, discrimination, harassment, fraud,
defamation, intentional tort, emotional distress and negligence.


 


3.             Notwithstanding
anything to the contrary contained in this Release, Releasor does not release
Releasee from any (i) claims against Releasee that may arise after this
Release has become effective; (ii) rights to indemnification conferred
upon Releasor as an officer, director or employee of the Company or any
Affiliates pursuant to the certificate or articles of incorporation or bylaws
of such entity, in accordance with applicable law; (iii) rights under [list equity agreements], or (iv) rights
of Releasor under Section 5(a) of the Employment Agreement.


 

















 


4.             Harris acknowledges that he has been advised to consult
independent legal counsel before signing this Release, and hereby represents
that he has executed this Release after having the opportunity to consult
independent counsel and after considering the terms of this Release for at
least twenty one (21) days (although Harris may choose to voluntarily execute
this Release earlier). Harris further represents and warrants that he has read
this Release carefully, that he has discussed it or has had reasonable
opportunity to discuss it with his counsel, that he fully understands its
terms, and that he is signing it voluntarily and of his own free will.


 


5.             Harris acknowledges that the consideration for this
Release is consideration to which he would not otherwise be entitled and is in
lieu of any rights or claims that he may have with respect to any severance
benefits or other remuneration from the Company.


 


6.             This Release shall not become effective until the eighth
day following the date on which Harris has executed it, provided that he has
not revoked it. At any time prior to that effective date, Harris may revoke
this Release by providing notice of revocation to the Board of Directors of the
Company. If Harris exercises his right to revoke this Release, any obligation
of the Company to pay him severance under the Employment Agreement shall
terminate.


 


7.             Harris agrees that he will not, either directly or
indirectly through any agent or surrogate, and whether orally or in writing,
“Disparage” (as defined herein) the Company or its affiliates, or the members,
directors, managers, officers, or employees of the Company or its affiliates.
In addition, the Company agrees that no Board member or executive officer of
the Company shall Disparage Harris. As used in this Agreement, to “Disparage”
includes, but is not limited to, impugning the character, honesty, integrity,
morality, business acumen, abilities, qualities, or reliability of any person
or entity.


 


8.             This Release may not be amended or modified except by a
writing signed by the Company and Harris. This Release shall be governed by and
construed in accordance with the laws of the State of Texas without regard to
principles of conflicts of laws thereunder.


 


[Signature Page Follows]


 


2

















 




	
   

  	
   

  	
   

  
	
  Charles Harris

  	
   

  	
   

  






 


Dated:                         This
                     
day of                                                     ,
20       .


 




	
  WITNESSES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  






 


ACKNOWLEDGEMENT


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS:

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On
this                     day
of                                   ,
20     , before me, the undersigned officer, personally appeared Charles Harris, known to
me (or satisfactorily proven) to be the person whose name is subscribed to the
within instrument and acknowledged that he has  executed the
same for the purposes therein contained and acknowledged the same to be his
free act and deed.


 


In
witness whereof, I have hereunto set my hand.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:

  	
   

  



 


3

















 


Exhibit B


 


Employee
Repayment Agreement


 


	
  Employee Name

  	
  Charles Harris

  	
   

  



(Please Print)


 


In exchange for receiving relocation benefits
as described in the NETSPEND Relocation Policy, I acknowledge and agree to
the following conditions:


 


I understand and agree that the relocation
benefits that have been and/or are extended by NETSPEND (NetSpend) to me are
conditional upon my continued employment with NetSpend for a minimum of
twenty-four (24) months from the effective date authorized on the relocation
authorization form.


 


I understand and agree that if I voluntarily
terminate my employment without Good Reason, or if I am terminated by NetSpend
for Cause, within twenty-four (24) months from the effective date authorized on
the relocation authorization form, I hereby promise to repay to NetSpend,
within 30 days, the expenses incurred by NetSpend and any tax assistance
payments provided by NetSpend for my relocation. If termination occurs within
the first twelve (12) months, I hereby agree to repay all relocation costs
(including any tax assistance payments); if termination occurs after the
twelfth (12th) month but before the twenty-fourth (24th) month, my repayment will be based on a prorated share; the obligation
will be reduced by one/twelfth of the costs for each month. “Good Reason” and
“Cause” are defined in my Employment between the Company and me, dated as of
April   , 2010.


 


I hereby authorize NetSpend to deduct from
any salary or other monies due me as of my last day of NetSpend employment, all
or part of any relocation costs owed to NetSpend because of my voluntary
termination of employment without Good Reason or involuntary termination for Cause.


 


I understand and agree to reimburse NetSpend
for any and all costs incurred in enforcing this Relocation Agreement,
including attorney’s fees and court costs.


 


I understand and agree that if I voluntarily
terminate my employment without Good Reason or if I am terminated by NetSpend
for Cause within twenty-four (24) months from my relocation date, relocation
expenses paid or reimbursed during the calendar year of my termination will not
be tax assisted. Any relocation reimbursements will be reflected as income on
my W-2 with no tax assistance provided to offset the additional tax liability.


 


I understand and agree that this Relocation
Agreement does not constitute a contract of employment or a guarantee of
employment for one year or otherwise. My employment is at-will at all times,
including the first year after relocation. NetSpend may terminate the
employment relationship at any time with or without cause and with or without
notice.


 


 




	
  /s/ Charles Harris

  	
   

  	
  6/1/2010

  
	
  Employee signature

  	
   

  	
  Date

  






 

















 


Exhibit C


 


[Option
Agreement]


 


*Agreement filed separately as Exhibit 10.24
to the Registration Statement on Form S-1 (File No. 333-168127) filed on August
31, 2010.